Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36400 | |
Entity Registrant Name | ASHFORD INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 84-2331507 | |
Entity Address, Address Line One | 14185 Dallas Parkway | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75254 | |
City Area Code | 972 | |
Local Phone Number | 490-9600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,115,061 | |
Entity Central Index Key | 0001604738 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | AINC | |
Security Exchange Name | NYSEAMER | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Security Exchange Name | NYSEAMER | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 44,071 | $ 37,571 |
Restricted cash | 37,114 | 34,878 |
Restricted investment | 348 | 576 |
Accounts receivable, net | 19,458 | 10,502 |
Due from affiliates | 256 | 165 |
Inventories | 1,853 | 1,555 |
Prepaid expenses and other | 5,760 | 9,490 |
Total current assets | 122,905 | 98,456 |
Investments in unconsolidated entities | 3,941 | 3,581 |
Property and equipment, net | 81,471 | 83,566 |
Operating lease right-of-use assets | 24,800 | 26,975 |
Goodwill | 58,675 | 56,622 |
Intangible assets, net | 233,031 | 244,726 |
Other assets, net | 376 | 870 |
Total assets | 525,199 | 514,796 |
Current liabilities: | ||
Accounts payable and accrued expenses | 47,751 | 39,897 |
Dividends payable | 26,777 | 34,574 |
Due to affiliates | 236 | 0 |
Deferred income | 426 | 2,937 |
Notes payable, net | 5,046 | 6,725 |
Finance lease liabilities | 2,441 | 1,065 |
Operating lease liabilities | 3,880 | 3,628 |
Other liabilities | 26,644 | 25,899 |
Total current liabilities | 113,201 | 114,725 |
Deferred income | 7,537 | 7,968 |
Deferred tax liability, net | 28,516 | 32,848 |
Deferred compensation plan | 2,759 | 3,326 |
Notes payable, net | 88,961 | 52,669 |
Finance lease liabilities | 41,915 | 43,479 |
Operating lease liabilities | 21,041 | 23,477 |
Other liabilities | 2,876 | 0 |
Total liabilities | 306,806 | 278,492 |
Commitments and contingencies (note $10) | ||
MEZZANINE EQUITY | ||
Redeemable noncontrolling interests | 1,732 | 69 |
EQUITY (DEFICIT) | ||
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,182,033 and 3,072,688 shares issued and 3,115,061 and 3,023,002 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 3 | 3 |
Additional paid-in capital | 297,069 | 294,395 |
Accumulated deficit | (557,635) | (534,999) |
Accumulated other comprehensive income (loss) | (471) | (1,206) |
Treasury stock, at cost, 66,972 and 49,686 shares at September 30, 2022 and December 31, 2021, respectively | (877) | (596) |
Total equity (deficit) of the Company | (261,911) | (242,403) |
Noncontrolling interests in consolidated entities | 572 | 638 |
Total equity (deficit) | (261,339) | (241,765) |
Total liabilities, mezzanine equity and equity (deficit) | 525,199 | 514,796 |
Series D Convertible Preferred Stock | ||
Current liabilities: | ||
Dividends payable | 26,800 | 34,600 |
MEZZANINE EQUITY | ||
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 478,000 | 478,000 |
Ashford Trust | ||
Current assets: | ||
Due from related parties | 4,483 | 2,575 |
Braemar | ||
Current assets: | ||
Due from related parties | $ 9,562 | $ 1,144 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
EQUITY (DEFICIT) | ||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued (in shares) | 3,182,033 | 3,072,688 |
Common stock, shares outstanding (in shares) | 3,115,061 | 3,023,002 |
Treasury stock (in shares) | 66,972 | 49,686 |
Series D Convertible Preferred Stock | ||
MEZZANINE EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares outstanding (in shares) | 19,120,000 | 19,120,000 |
Preferred stock, shares issued (in shares) | 19,120,000 | 19,120,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
REVENUE | ||||
Total revenues | $ 164,608 | $ 108,186 | $ 466,020 | $ 255,966 |
EXPENSES | ||||
Salaries and benefits | 21,328 | 13,793 | 54,776 | 46,961 |
Depreciation and amortization | 8,096 | 8,056 | 23,740 | 24,454 |
General and administrative | 8,390 | 7,585 | 25,926 | 19,444 |
Impairment | 0 | 1,160 | 0 | 1,160 |
Other | 5,750 | 4,758 | 16,886 | 13,428 |
Reimbursed expenses | 96,576 | 59,822 | 259,665 | 137,154 |
Total expenses | 161,813 | 107,559 | 447,940 | 268,024 |
OPERATING INCOME (LOSS) | 2,795 | 627 | 18,080 | (12,058) |
Equity in earnings (loss) of unconsolidated entities | (147) | 12 | 110 | (160) |
Interest expense | (2,966) | (1,290) | (6,781) | (3,845) |
Amortization of loan costs | (219) | (78) | (524) | (209) |
Interest income | 76 | 72 | 195 | 207 |
Realized gain (loss) on investments | (3) | 370 | (74) | (3) |
Other income (expense) | (22) | 29 | (134) | (256) |
INCOME (LOSS) BEFORE INCOME TAXES | (486) | (258) | 10,872 | (16,324) |
Income tax (expense) benefit | (617) | (98) | (5,971) | 1,550 |
NET INCOME (LOSS) | (1,103) | (356) | 4,901 | (14,774) |
(Income) loss from consolidated entities attributable to noncontrolling interests | 272 | 180 | 830 | 509 |
Net (income) loss attributable to redeemable noncontrolling interests | (158) | 13 | (290) | 208 |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (989) | (163) | 5,441 | (14,057) |
Preferred dividends, declared and undeclared | (9,029) | (8,762) | (27,422) | (26,001) |
Amortization of preferred stock discount | 0 | (306) | 0 | (933) |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (10,018) | $ (9,231) | $ (21,981) | $ (40,991) |
Basic: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.38) | $ (3.31) | $ (7.59) | $ (14.93) |
Weighted average common shares outstanding (in shares) | 2,960 | 2,785 | 2,895 | 2,746 |
Diluted: | ||||
Net income (loss) attributable to common stockholders (in dollars per share) | $ (3.38) | $ (3.64) | $ (7.64) | $ (14.93) |
Weighted average common shares outstanding (in shares) | 2,960 | 2,982 | 2,960 | 2,746 |
Advisory services fees | ||||
REVENUE | ||||
Total revenues | $ 12,255 | $ 10,143 | $ 36,026 | $ 30,132 |
Hotel management fees | ||||
REVENUE | ||||
Total revenues | 12,876 | 7,750 | 33,474 | 18,737 |
Design and construction fees | ||||
REVENUE | ||||
Total revenues | 6,276 | 2,202 | 15,538 | 5,611 |
EXPENSES | ||||
Cost of revenues | 1,789 | 1,032 | 5,905 | 2,812 |
Audio visual | ||||
REVENUE | ||||
Total revenues | 26,159 | 15,108 | 87,101 | 28,170 |
EXPENSES | ||||
Cost of revenues | 19,884 | 11,353 | 61,042 | 22,611 |
Other | ||||
REVENUE | ||||
Total revenues | 10,391 | 13,104 | 33,902 | 35,899 |
Cost reimbursement revenue | ||||
REVENUE | ||||
Total revenues | $ 96,651 | $ 59,879 | $ 259,979 | $ 137,417 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME (LOSS) | $ (1,103) | $ (356) | $ 4,901 | $ (14,774) |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Foreign currency translation adjustment | (214) | (8) | 96 | 96 |
Unrealized gain (loss) on restricted investment | 0 | (600) | 0 | (350) |
Less reclassification for realized (gain) loss on restricted investment included in net income | 0 | 5 | 0 | 378 |
COMPREHENSIVE INCOME (LOSS) | (1,317) | (959) | 4,997 | (14,650) |
Comprehensive (income) loss attributable to noncontrolling interests | 272 | 180 | 830 | 509 |
Comprehensive (income) loss attributable to redeemable noncontrolling interests | (158) | 13 | (290) | 208 |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ (1,203) | $ (766) | $ 5,537 | $ (13,933) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Noncontrolling Interests in Consolidated Entities | Convertible Preferred Stock | Redeemable Noncontrolling Interests |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Beginning balance | $ 476,947 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 2,868,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (199,598) | $ 3 | $ 293,597 | $ (491,483) | $ (1,156) | $ (438) | $ (121) | $ 1,834 | |
Beginning balance (in shares) at Dec. 31, 2020 | (32,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation (in shares) | 169,000 | ||||||||
Equity-based compensation | 3,398 | 3,395 | 3 | ||||||
Forfeiture of restricted common shares (in shares) | (3,000) | (3,000) | |||||||
Forfeiture of restricted common shares | 0 | 32 | $ (32) | ||||||
Purchase of treasury stock (in shares) | (14,000) | (14,000) | |||||||
Purchase of treasury stock | (121) | $ (121) | |||||||
Amortization of preferred stock discount | (933) | (933) | $ 933 | ||||||
Dividends declared and undeclared - preferred stock | $ (26,001) | (26,001) | |||||||
Deferred compensation plan distribution (in shares) | 3,000 | 3,000 | |||||||
Deferred compensation plan distribution | $ 39 | 39 | |||||||
Employee advances | 190 | 190 | |||||||
Contributions from noncontrolling interests | 367 | 367 | |||||||
Acquisition of noncontrolling interest in consolidated entities | (428) | (3,317) | 2,564 | 325 | (1,648) | ||||
Reallocation of carrying value | 0 | (374) | 374 | ||||||
Redemption value adjustment | (82) | (82) | 82 | ||||||
Foreign currency translation adjustment | 96 | 96 | |||||||
Unrealized gain (loss) on available for sale securities | (350) | (350) | |||||||
Reclassification for realized loss (gain) on available for sale securities | 378 | 378 | |||||||
Net income (loss) | (14,057) | (14,057) | |||||||
Net income (loss) | (14,566) | (509) | (208) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 3,023,000 | ||||||||
Ending balance at Sep. 30, 2021 | (237,611) | $ 3 | 293,562 | (529,992) | (1,032) | $ (591) | 439 | 60 | |
Ending balance (in shares) at Sep. 30, 2021 | (49,000) | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 19,120,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Amortization of preferred stock discount | (933) | (933) | $ 933 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 19,120,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 477,880 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 2,868,000 | ||||||||
Beginning balance at Dec. 31, 2020 | $ (199,598) | $ 3 | 293,597 | (491,483) | (1,156) | $ (438) | (121) | 1,834 | |
Beginning balance (in shares) at Dec. 31, 2020 | (32,000) | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 3,023,002 | 3,023,000 | |||||||
Ending balance at Dec. 31, 2021 | $ (241,765) | $ 3 | 294,395 | (534,999) | (1,206) | $ (596) | 638 | 69 | |
Ending balance (in shares) at Dec. 31, 2021 | (49,686) | (49,000) | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 19,120,000 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 19,120,000 | ||||||||
Ending balance at Dec. 31, 2021 | $ 478,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Beginning balance | 477,574 | ||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 3,023,000 | ||||||||
Beginning balance at Jun. 30, 2021 | $ (229,010) | $ 3 | 292,534 | (520,787) | (429) | $ (582) | 251 | 94 | |
Beginning balance (in shares) at Jun. 30, 2021 | (48,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation | 868 | 868 | |||||||
Forfeiture of restricted common shares (in shares) | (1,000) | (1,000) | |||||||
Forfeiture of restricted common shares | 0 | 9 | $ (9) | ||||||
Amortization of preferred stock discount | (306) | (306) | $ 306 | ||||||
Dividends declared and undeclared - preferred stock | $ (8,762) | (8,762) | |||||||
Deferred compensation plan distribution (in shares) | 1,000 | 1,000 | |||||||
Deferred compensation plan distribution | $ 13 | 13 | |||||||
Employee advances | 141 | 141 | |||||||
Contributions from noncontrolling interests | 367 | 367 | |||||||
Acquisition of noncontrolling interest in consolidated entities | 3 | (2) | 5 | ||||||
Reallocation of carrying value | 0 | (1) | 1 | ||||||
Redemption value adjustment | 21 | 21 | (21) | ||||||
Foreign currency translation adjustment | (8) | (8) | |||||||
Unrealized gain (loss) on available for sale securities | (600) | (600) | |||||||
Reclassification for realized loss (gain) on available for sale securities | 5 | 5 | |||||||
Net income (loss) | (163) | (163) | |||||||
Net income (loss) | (343) | (180) | (13) | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 3,023,000 | ||||||||
Ending balance at Sep. 30, 2021 | (237,611) | $ 3 | 293,562 | (529,992) | (1,032) | $ (591) | 439 | 60 | |
Ending balance (in shares) at Sep. 30, 2021 | (49,000) | ||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 19,120,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Amortization of preferred stock discount | $ (306) | (306) | $ 306 | ||||||
Ending balance (in shares) at Sep. 30, 2021 | 19,120,000 | ||||||||
Ending balance at Sep. 30, 2021 | $ 477,880 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Beginning balance | 477,880 | ||||||||
Beginning balance | $ 478,000 | ||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 3,023,002 | 3,023,000 | |||||||
Beginning balance at Dec. 31, 2021 | $ (241,765) | $ 3 | 294,395 | (534,999) | (1,206) | $ (596) | 638 | 69 | |
Beginning balance (in shares) at Dec. 31, 2021 | (49,686) | (49,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation (in shares) | 110,000 | ||||||||
Equity-based compensation | $ 3,354 | 3,354 | 112 | ||||||
Forfeiture of restricted common shares (in shares) | (3,000) | (3,000) | |||||||
Forfeiture of restricted common shares | 0 | 40 | $ (40) | ||||||
Purchase of treasury stock (in shares) | (15,000) | (15,000) | |||||||
Purchase of treasury stock | (241) | $ (241) | |||||||
Acquisition of Chesapeake | 1,390 | ||||||||
Amortization of preferred stock discount | 0 | ||||||||
Dividends declared and undeclared - preferred stock | $ (27,422) | (27,422) | |||||||
Deferred compensation plan distribution (in shares) | 0 | ||||||||
Deferred compensation plan distribution | $ 0 | ||||||||
Employee advances | (251) | (251) | |||||||
Contributions from noncontrolling interests | 327 | 327 | |||||||
Reallocation of carrying value | 0 | (469) | 469 | ||||||
Redemption value adjustment | (16) | (16) | 16 | ||||||
Distributions to consolidated noncontrolling interests | (32) | (32) | (145) | ||||||
Foreign currency translation adjustment | 96 | 96 | |||||||
Other | 0 | (639) | 639 | ||||||
Reclassification for realized loss (gain) on available for sale securities | 0 | ||||||||
Net income (loss) | 5,441 | 5,441 | |||||||
Net income (loss) | $ 4,611 | (830) | 290 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 3,115,061 | 3,115,000 | |||||||
Ending balance at Sep. 30, 2022 | $ (261,339) | $ 3 | 297,069 | (557,635) | (471) | $ (877) | 572 | 1,732 | |
Ending balance (in shares) at Sep. 30, 2022 | (66,972) | (67,000) | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 19,120,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Amortization of preferred stock discount | $ 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 19,120,000 | ||||||||
Ending balance at Sep. 30, 2022 | $ 478,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Beginning balance | $ 478,000 | ||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 3,116,000 | ||||||||
Beginning balance at Jun. 30, 2022 | (252,803) | $ 3 | 295,461 | (547,602) | (257) | $ (867) | 459 | 1,509 | |
Beginning balance (in shares) at Jun. 30, 2022 | (66,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Equity-based compensation | 1,814 | 1,814 | 50 | ||||||
Forfeiture of restricted common shares (in shares) | (1,000) | (1,000) | |||||||
Forfeiture of restricted common shares | 0 | 10 | $ (10) | ||||||
Amortization of preferred stock discount | 0 | ||||||||
Dividends declared and undeclared - preferred stock | $ (9,029) | (9,029) | |||||||
Deferred compensation plan distribution (in shares) | 0 | ||||||||
Deferred compensation plan distribution | $ 0 | ||||||||
Employee advances | 6 | 6 | |||||||
Contributions from noncontrolling interests | 163 | 163 | |||||||
Reallocation of carrying value | 0 | (222) | 222 | ||||||
Redemption value adjustment | (15) | (15) | 15 | ||||||
Foreign currency translation adjustment | (214) | (214) | |||||||
Reclassification for realized loss (gain) on available for sale securities | 0 | ||||||||
Net income (loss) | (989) | (989) | |||||||
Net income (loss) | $ (1,261) | (272) | 158 | ||||||
Ending balance (in shares) at Sep. 30, 2022 | 3,115,061 | 3,115,000 | |||||||
Ending balance at Sep. 30, 2022 | $ (261,339) | $ 3 | $ 297,069 | $ (557,635) | $ (471) | $ (877) | $ 572 | $ 1,732 | |
Ending balance (in shares) at Sep. 30, 2022 | (66,972) | (67,000) | |||||||
Beginning balance (in shares) at Jun. 30, 2022 | 19,120,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Amortization of preferred stock discount | $ 0 | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 19,120,000 | ||||||||
Ending balance at Sep. 30, 2022 | $ 478,000 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Beginning balance | $ 478,000 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ 4,901 | $ (14,774) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Depreciation and amortization | 28,431 | 28,942 |
Change in fair value of deferred compensation plan | (567) | 1,190 |
Equity-based compensation | 3,591 | 3,650 |
Equity in (earnings) loss in unconsolidated entities | (110) | 160 |
Deferred tax expense (benefit) | (3,622) | (5,169) |
Change in fair value of contingent consideration | 300 | 23 |
Impairment | 0 | 1,160 |
(Gain) loss on disposal of assets | 837 | 1,321 |
Amortization of other assets | 497 | 863 |
Amortization of loan costs | 524 | 209 |
Realized loss on restricted investments | 74 | 378 |
Other (gain) loss | 70 | (306) |
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Accounts receivable | (9,643) | (3,924) |
Due from affiliates | (91) | (160) |
Inventories | (361) | (630) |
Prepaid expenses and other | 3,804 | 680 |
Investment in unconsolidated entities | 150 | 68 |
Operating lease right-of-use assets | 2,580 | 2,753 |
Other assets | (3) | 38 |
Accounts payable and accrued expenses | 7,627 | (5,499) |
Due to affiliates | 232 | (1,461) |
Other liabilities | 724 | (3,338) |
Operating lease liabilities | (2,589) | (2,760) |
Deferred income | (2,943) | (1,908) |
Net cash provided by (used in) operating activities | 24,087 | 12,362 |
Cash Flows from Investing Activities | ||
Additions to property and equipment | (5,146) | (3,394) |
Proceeds from sale of property and equipment, net | 418 | 2,205 |
Investment in unconsolidated entity | (400) | (250) |
Acquisition of Chesapeake, net of cash acquired | (6,363) | 0 |
Purchase of common stock of related parties | 0 | (873) |
Acquisition of assets related to RED | (2,856) | (2,335) |
Proceeds from sale of equity method investment | 0 | 535 |
Proceeds from note receivable | 1,380 | 0 |
Issuance of note receivable | 0 | (2,881) |
Net cash provided by (used in) investing activities | (12,967) | (6,993) |
Cash Flows from Financing Activities | ||
Payments for dividends on preferred stock | (35,219) | (8,353) |
Payments on revolving credit facilities | (2,910) | (620) |
Borrowings on revolving credit facilities | 1,092 | 469 |
Proceeds from notes payable | 68,674 | 2,900 |
Payments on notes payable | (30,062) | (7,769) |
Payments on finance lease liabilities | (918) | (255) |
Payments of loan costs | (2,694) | (116) |
Purchase of treasury stock | (241) | (121) |
Employee advances | (251) | 190 |
Contributions from noncontrolling interest | 327 | 367 |
Distributions to noncontrolling interests in consolidated entities | (177) | 0 |
Net cash provided by (used in) financing activities | (2,379) | (13,308) |
Effect of foreign exchange rate changes on cash and cash equivalents | (5) | 37 |
Net change in cash, cash equivalents and restricted cash | 8,736 | (7,902) |
Cash, cash equivalents and restricted cash at beginning of period | 72,449 | 82,666 |
Cash, cash equivalents and restricted cash at end of period | 81,185 | 74,764 |
Supplemental Cash Flow Information | ||
Interest paid | 6,556 | 3,624 |
Income taxes paid (refunded), net | 4,137 | 3,370 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||
Acquisition of Chesapeake through issuance of Series CHP Units from our subsidiary Ashford Holdings | 1,390 | 0 |
Acquisition related contingent consideration liability | 1,670 | 0 |
Distribution from deferred compensation plan | 0 | 39 |
Capital expenditures accrued but not paid | 317 | 111 |
Finance lease additions | 585 | 0 |
Acquisition of noncontrolling interest in consolidated entities with notes payable and common stock | 0 | 2,127 |
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash | ||
Cash and cash equivalents | 44,071 | 40,210 |
Restricted cash | 37,114 | 34,554 |
Cash, cash equivalents and restricted cash at end of period | 81,185 | 74,764 |
Ashford Trust | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from related parties | (1,908) | 11,130 |
Braemar | ||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions: | ||
Due from related parties | $ (8,418) | $ (274) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Ashford Inc. (the “Company,” “we,” “us” or “our”) is a Nevada corporation that provides products and services primarily to clients in the hospitality industry, including Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Braemar Hotels & Resorts Inc. (“Braemar”). We became a public company in November 2014, and our common stock is listed on the NYSE American LLC (“NYSE American”). We provide: (i) advisory services; (ii) asset management services; (iii) hotel management services; (iv) design and construction and architectural services; (v) event technology and creative communications solutions; (vi) mobile room keys and keyless entry solutions; (vii) watersports activities and other travel, concierge and transportation services; (viii) hypoallergenic premium room products and services; (ix) debt placement and related services; (x) real estate advisory and brokerage services; and (xi) wholesaler, dealer manager and other broker-dealer services. We conduct these activities and own substantially all of our assets primarily through Ashford Hospitality Advisors LLC (“Ashford LLC”), Ashford Hospitality Services LLC (“Ashford Services”) and their respective subsidiaries. We are currently the advisor for Ashford Trust and Braemar. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar and their respective hotels from an ownership perspective, in each case subject to the respective advisory agreements and the supervision and oversight of the respective boards of directors of Ashford Trust and Braemar. Ashford Trust is focused on investing in full-service hotels in the upscale and upper upscale segments in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Each of Ashford Trust and Braemar is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the common stock of each of Ashford Trust and Braemar is traded on the New York Stock Exchange (the “NYSE”). We provide the personnel and services that we believe are necessary for each of Ashford Trust and Braemar to conduct their respective businesses. We may also perform similar functions for new or additional platforms. In our capacity as an advisor, we are not responsible for managing the day-to-day operations of the individual hotel properties owned by either Ashford Trust or Braemar, which duties are, and will continue to be, the responsibility of the hotel management companies that operate the hotel properties owned by Ashford Trust and Braemar. Additionally, Remington Lodging & Hospitality, LLC (“Remington”), a subsidiary of the Company, operates certain hotel properties owned by Ashford Trust, Braemar and third-parties. As of September 30, 2022, Remington provided hotel management services to 117 hotels, 44 of which were owned by third-parties. Shareholder Rights Plan On August 30, 2022, we adopted a shareholder rights plan by entering into a Rights Agreement, dated August 30, 2022, with ComputerShare Trust Company, N.A., as rights agent (the “Rights Agreement”). The Rights Agreement was adopted in response to recent volatility of the stock market and trading of our Common Stock and is intended to protect the Company and its stockholders from efforts to obtain control or rapid share accumulations that are inconsistent with the best interests of the Company and its stockholders. The Board implemented the rights plan by declaring (i) a dividend to the holders of the Company’s common stock of one preferred share purchase right (a “Right”) for each share of common stock and (ii) a dividend to the holders of the Company’s Series D Convertible Preferred Stock of one Right in respect of each share of the Company’s common stock issuable upon conversion of the Series D Convertible Preferred Stock. The dividends were distributed on September 9, 2022, to our stockholders of record on that date. Each of those Rights becomes exercisable on the date on which the Rights separate and begin trading separately from our common stock and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series F Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), at a price of $275 per one one-thousandth of a share of our Series F Preferred Stock represented by such Right, subject to adjustment. The Rights will expire on July 30, 2023 unless the expiration date is extended or unless the Rights are earlier redeemed by the Company. The value of the Rights was de minimis. Other Developments On March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (“Braemar Limited Waiver”) with Braemar, Braemar Hospitality Limited Partnership (“Braemar OP”), Braemar TRS Corporation (“Braemar TRS”) and Ashford LLC . On March 15, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “Ashford Trust Limited Waiver” and together with the Braemar Limited Waiver, the “Limited Waivers”) with Ashford Trust, Ashford Hospitality Limited Partnership (“Ashford Trust OP”), Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford LLC. Pursuant to the Limited Waivers, the parties to the Second Amended and Restated Advisory Agreement with Ashford Trust and the Fifth Amended and Restated Advisory Agreement with Braemar waive the operation of any provision of such agreement that would otherwise limit the ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and expense, to award during the first and second fiscal quarters of calendar year 2022 (the “Waiver Period”) , cash incentive compensation to employees and other representatives of the Company; provided that, pursuant to the Ashford Trust Limited Waiver, such awarded cash incentive compensation does not exceed $8.5 million , in the aggregate, during the Waiver Period. On April 1, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. See note 6. On April 10, 2022, the Company’s board of directors (the “Board”) declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ended June 30, 2021 and December 31, 2021. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022. See note 12. On April 15, 2022, the Company acquired privately held Chesapeake Hospitality (“Chesapeake”), a third-party hotel management company. See note 4. In the third quarter of 2022, given the recent increases in the federal funds rate and interest rates on short-term U.S. Treasury securities, the independent members of the respective boards of directors of Ashford Trust and Braemar approved the engagement of the Company to actively manage and invest each of Ashford Trust’s and Braemar’s excess cash in short-term U.S. Treasury securities (the “Cash Management Strategy”). As consideration for the Company’s services under the respective engagements, (i) Ashford Trust will pay the Company an annual fee equal to 20 basis points (0.20%) of the average daily balance of Ashford Trust’s excess cash invested by the Company; and (ii) Braemar will pay the Company an annual fee equal to the lesser of (a) 20 basis points (0.20%) of the average daily balance of Braemar’s excess cash invested by the Company and (b) the actual rate of return realized by the Cash Management Strategy; provided that in no event will the Cash Management Fee be less than zero (such respective fees, the “Cash Management Fees”). The Cash Management Fees will be calculated and payable monthly in arrears. Investment of Ashford Trust’s and Braemar’s excess cash pursuant to the Cash Management Strategy commenced in October 2022. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation and Principles of Consolidation —The accompanying historical unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All intercompany accounts and transactions between these entities have been eliminated in these historical condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our 2021 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Cost reimbursement revenue and reimbursed expenses for the three and nine months ended September 30, 2021 were restated as previously disclosed in the restated condensed consolidated statement of operations for the three and nine months ended September 30, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The restatement related to Remington’s recognition of cost reimbursement revenue and reimbursed expenses for certain insurance costs and the timing of recognition of cost reimbursement revenue and reimbursed expenses for hotel management related salaries and benefits costs that are reimbursed from hotel owners, resulting in a $5.8 million and $1.3 million increase in cost reimbursement revenue and reimbursed expenses for the three and nine months ended September 30, 2021, respectively. These costs are reported gross in the Company’s condensed consolidated statements of operations in cost reimbursement revenue with an offsetting amount reported in reimbursed expenses. The condensed consolidated balance sheet and statement of equity (deficit) as of September 30, 2022 include a correction of an immaterial error which resulted in $639,000 of cumulative unrealized losses on available-for-sale common shares of Ashford Trust and Braemar held by Remington being reclassified from accumulated other comprehensive income to accumulated deficit. Beginning January 1, 2022, unrealized gains and losses on available-for-sale common shares are recorded in other income (expense) in the Company’s condensed consolidated statements of operations. A variable interest entity (“VIE”) must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires significant judgment. Noncontrolling Interests —The following tables present information about noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.87 % 76.79 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.13 % — % — % Noncontrolling interests in consolidated entities — % 23.21 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,732 n/a n/a Redemption value adjustment, year-to-date 16 n/a n/a Redemption value adjustment, cumulative 597 n/a n/a Carrying value of noncontrolling interests n/a 601 (29) Assets, available only to settle subsidiary’s obligations (5) n/a 3,140 1,178 Liabilities (6) n/a 669 1,541 Revolving credit facility (6) n/a — 150 December 31, 2021 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.87 % 75.38 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.13 % — % — % Noncontrolling interests in consolidated entities — % 24.62 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 69 n/a n/a Redemption value adjustment, year-to-date 96 n/a n/a Redemption value adjustment, cumulative 581 n/a n/a Carrying value of noncontrolling interests n/a 479 159 Assets, available only to settle subsidiary’s obligations (5) n/a 2,533 1,779 Liabilities (6) n/a 424 1,643 Revolving credit facility (6) n/a — 100 ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value. (2) Redeemable noncontrolling interests in Ashford Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest. (3) Represents ownership interests in OpenKey, Inc. (“OpenKey”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. See note 6. (4) Represents ownership interests in PRE Opco, LLC (“Pure Wellness”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality and commercial office industry. See note 11. (5) Total assets consist primarily of cash and cash equivalents, property and equipment, intangibles and other assets that can only be used to settle the subsidiaries’ obligations. (6) Liabilities consist primarily of accounts payable, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. See note 6. Investments in Unconsolidated Entities —We hold “investments in unconsolidated entities” in our condensed consolidated balance sheets, which are considered to be variable interests and voting interests in the underlying entities. Certain of our investments in variable interests are not consolidated because we have determined that we are not the primary beneficiary. Certain other investments are not consolidated as the underlying entity does not meet the definition of a VIE and we do not control more than 50% of the voting interests. We review our “investments in unconsolidated entities” for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. No such impairment was recorded during the three and nine months ended September 30, 2022 and 2021. We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at September 30, 2022 and December 31, 2021. We account for the investment at estimated fair value based on recent observable transactions as we do not exercise significant influence over the entity. No equity in earnings (loss) of unconsolidated entities due to a change in fair value of the investment was recognized during the three and nine months ended September 30, 2022 and 2021. In the event that the assumptions used to estimate fair value change in the future, we may be required to record an impairment charge related to this investment. Our investment in Real Estate Advisory Holdings LLC (“REA Holdings”) is accounted for under the equity method as we have significant influence over the voting interest entity. We have an option to acquire an additional 50% of the ownership interests in REA Holdings for $12.5 million beginning on January 1, 2022, which expires on the later of (i) February 28, 2024 and (ii) 30 business days following the completion date of the Company’s preliminary audit for calendar year 2023. The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands): September 30, 2022 December 31, 2021 Carrying value of the investment in REA Holdings $ 2,791 $ 2,831 Ownership interest in REA Holdings 30 % 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity in earnings (loss) in unconsolidated entities REA Holdings $ (147) $ (3) $ 110 $ (21) Use of Estimates —The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Acquisitions —We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target’s primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in our consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. If our investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill. Cash and Cash Equivalents —Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. Restricted Cash —Restricted cash was comprised of the following (in thousands): September 30, 2022 December 31, 2021 REIT Advisory: Insurance claim reserves (1) $ 25,616 $ 24,588 Remington: Managed hotel properties’ reserves (2) 9,584 6,923 Insurance claim reserves (3) 859 1,312 Total Remington restricted cash 10,443 8,235 INSPIRE: Debt service related operating reserves (4) — 1,000 Marietta: Capital improvement reserves (5) 255 255 Restricted cash held in escrow (6) 800 800 Total Marietta restricted cash 1,055 1,055 Total restricted cash $ 37,114 $ 34,878 ________ (1) Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets. (2) Cash received from hotel properties managed by Remington is used to pay certain centralized operating expenses as well as hotel employee bonuses. The liability related to the restricted cash balance for centralized billing is primarily included as a payable which is presented net within “due from Ashford Trust” and “due from Braemar” in our condensed consolidated balance sheets. The liability related to the restricted cash balance for hotel employee bonuses is included in “accounts payable and accrued expenses” in our condensed consolidated balance sheets. (3) Cash reserves for health insurance claims are collected primarily from Remington’s managed properties as well as certain of Ashford Inc.’s other subsidiaries to cover employee health insurance claims. The liability related to this restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets. (4) Our subsidiary, Inspire Event Technologies Holdings, LLC (“INSPIRE”), provides event technology and creative communications solutions services. On June 27, 2022, INSPIRE’s credit agreement was amended to remove the previous requirement for INSPIRE to maintain an operating reserve account of $1.0 million to service interest expense and projected operating costs. See note 6. (5) Includes cash reserves for capital improvements associated with renovations at the hotel leased by our consolidated subsidiary, Marietta Leasehold LP (“Marietta”), which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia. The liability related to the restricted cash balance for the hotel’s renovations are included in “accounts payable and accrued expenses” in our condensed consolidated balance sheets. (6) Restricted cash is held in escrow in accordance with the Marietta lease agreement. The cash held in escrow is funded from hotel cash flows and may only be used for repairs and maintenance or capital improvements at the property. Accounts Receivable —Accounts receivable consists primarily of receivables from customers of audio visual services. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is recorded based on management’s judgment regarding our ability to collect as well as the age of the receivables. Accounts receivable are written off when they are deemed uncollectible. As of September 30, 2022 and December 31, 2021, accounts receivable also includes a note receivable due to Remington of approximately $1.5 million and $2.9 million, respectively. Property and Equipment, net —Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We record property and equipment at cost. As of September 30, 2022 and December 31, 2021, property and equipment, net of accumulated depreciation, included assets related to Marietta’s finance lease of $40.6 million and $41.6 million, enhanced return funding program (“ERFP”) furniture fixture & equipment (“FF&E”) of $9.9 million and $12.4 million, audio visual equipment at INSPIRE of $6.5 million and $7.0 million and marine vessels at RED Hospitality & Leisure, LLC (“RED”) of $13.3 million and $12.8 million, respectively. Other Liabilities —As of September 30, 2022 and December 31, 2021, other current liabilities included reserves in the amount of $25.6 million and $24.6 million, respectively, related primarily to Ashford Trust and Braemar properties’ insurance claims and related fees. The liability for casualty insurance claims and related fees is established based upon an analysis of historical data and actuarial estimates. We record the related funds received from Ashford Trust and Braemar in “restricted cash” in our condensed consolidated balance sheets. As of September 30, 2022 and December 31, 2021, other liabilities also included $1.0 million and $1.3 million, respectively, relating to reserves for Remington health insurance claims. As of September 30, 2022, other liabilities non-current of $2.9 million includes a liability for contingent consideration from the Company’s acquisition of Chesapeake of $2.0 million and $906,000 related to an uncertain tax position liability. Revenue Recognition —See note 3. Income Taxes —We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes, Mexico and Dominican Republic income taxes and U.S. Virgin Islands taxes. In accordance with authoritative accounting guidance, we account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between our consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our portfolio companies file income tax returns in the U.S. federal jurisdiction and various states and cities, beginning in 2017, in Mexico and the Dominican Republic and, beginning in 2018, in the U.S. Virgin Islands. Tax years 2017 through 2021 remain subject to potential examination by certain federal and state taxing authorities. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to our business. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. The CARES Act did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. The Company filed a claim to carryback the 2018 tax net operating loss to a prior year as provided for by the CARES Act. The Company received the carryback amount of $1.0 million in March of 2021. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law and extends several COVID-19 tax related measures passed as part of the CARES Act. Among these is the extension of the deferral period of the remittance of Social Security taxes. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended December 31, 2020. The Company has deferred $1.3 million of Social Security taxes within “accounts payable and accrued expenses” in our consolidated balance sheets as of September 30, 2022 and December 31, 2021 related to the Consolidated Appropriations Act, 2021. Recently Issued Accounting Standards —In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”). ASU 2019-10 revised the mandatory adoption date for public business entities that meet the definition of a smaller reporting company to be effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact ASU 2016-13 and ASU 2019-10 may have on our condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company continues to evaluate whether the adoption of ASU 2020-06 will have any impact on the Company’s financial statements. The Company currently does not expect the adoption of ASU 2020-06 will have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Revenue Recognition —Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation In determining the transaction price, we include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The following provides detailed information on the recognition of our revenues from contracts with customers: Advisory Services Fees Revenue Advisory services fees revenue is reported within our REIT Advisory segment and primarily consists of advisory fees that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees. For Ashford Trust, from January 1, 2021 through January 14, 2021, the base fee ranged from 0.50% to 0.70% per annum of the total market capitalization ranging from greater than $10.0 billion to less than $6.0 billion plus the Net Asset Fee Adjustment (as defined in the Amended and Restated Advisory Agreement with Ashford Trust, dated June 10, 2015, as amended), subject to certain minimums. On January 14, 2021, the Company entered into the Second Amended and Restated Advisory Agreement with Ashford Trust. The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement to, among other things, fix the percentage used to calculate the base fee thereunder at 0.70% per annum. On January 15, 2021, Ashford Trust and Ashford Trust OP entered into a Credit Agreement (as amended, the “Oaktree Credit Agreement”) with certain funds and accounts managed by Oaktree Capital Management L.P. (“Oaktree”). In connection with the transactions contemplated by the Oaktree Credit Agreement, on January 15, 2021, the Company and certain of its affiliates entered into a Subordination and Non-Disturbance Agreement (the “SNDA”) with Ashford Trust, Ashford Trust OP, Ashford Trust TRS and Oaktree pursuant to which the Company agreed to subordinate to the prior repayment in full of all obligations under the Oaktree Credit Agreement, (1) prior to the later of (i) the second anniversary of the Oaktree Credit Agreement and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019 (the “Advisory Fee Cap”); (2) any termination fee or liquidated damages amounts under the Second Amended and Restated Advisory Agreement, or any amount owed under any enhanced return funding program in connection with the termination of the Second Amended and Restated Advisory Agreement or sale or foreclosure of assets financed thereunder; and (3) any payments to Lismore Capital II LLC, an indirect consolidated subsidiary of the Company (“Lismore”), in connection with the transactions contemplated by the Oaktree Credit Agreement. Prior to the fourth quarter of 2021, advisory fees under the Second Amended and Restated Advisory Agreement earned from Ashford Trust in 2021 in excess of the Advisory Fee Cap were a form of variable consideration that were constrained and deferred until such fees were probable of not being subject to significant reversal. The Advisory Fee Cap is approximately $29.0 million each year as stated in the Oaktree Credit Agreement. As a result, base advisory fee revenue was recognized each month equal to the lesser of (1) base fees calculated as described above based on Ashford Trust’s market capitalization or (2) 1/12th of $29.0 million. On October 12, 2021, Ashford Trust and Ashford Trust OP entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”) with Oaktree. Amendment No. 1, subject to the conditions set forth therein, among other things, suspended Ashford Trust’s obligation to subordinate fees due under the Second Amended and Restated Advisory Agreement if at any point there is no accrued interest outstanding or any accrued dividends on any of Ashford Trust’s preferred stock and Ashford Trust has sufficient unrestricted cash to repay in full all outstanding loans under the Oaktree Credit Agreement. In the fourth quarter of 2021, Ashford Trust met the requirements to suspend its obligation to subordinate fees due under the Second Amended and Restated Advisory Agreement and paid the Company $7.2 million for advisory fees that had been deferred in 2021 as a result of the Advisory Fee Cap. The $7.2 million payment was recorded as revenue in “advisory services fees” in the fourth quarter of 2021 in our consolidated statements of operations for the year ended December 31, 2021. Based upon Ashford Trust’s ability to meet the requirements stated in Amendment No. 1, the Company has concluded that base fees from our Second Amended and Restated Advisory Agreement with Ashford Trust which exceed the Advisory Fee Cap are no longer probable of being subject to significant reversal and will be recorded within “advisory services fees” in our condensed consolidated statements of operations based upon the fees calculated from Ashford Trust’s market capitalization as described above. For Braemar, the base fee is paid monthly and is fixed at 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our Fifth Amended and Restated Advisory Agreement with Braemar, as amended, subject to certain minimums. Incentive advisory fees are measured annually in each year that Ashford Trust’s and/or Braemar’s annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the Fixed Charge Coverage Ratio Condition (the “FCCR Condition”), as defined in the respective advisory agreements. Incentive advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition, which relates to the ratio of adjusted EBITDA to fixed charges for Ashford Trust or Braemar, as applicable. Incentive advisory fees are a form of variable consideration and therefore must be (i) deferred until such fees are probable of not being subject to significant reversal, and (ii) tied to a performance obligation in the contract with the customer so that revenue recognition depicts the transfer of the related advisory services to the customer. Accordingly, the Company does not record incentive advisory fee revenue in interim periods prior to the fourth quarter of the year in which the incentive fee is measured. The first year installment of incentive advisory fees will generally be recognized only upon measurement in the fourth quarter of the first year of the three year period. The second and third year installments of incentive advisory fees are recognized as revenue on a pro-rata basis each quarter subject to meeting the FCCR Condition. Ashford Trust and Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021, 2020 and 2019 measurement periods. Hotel Management Fees Revenue Hotel management fees revenue is reported within our Remington segment and primarily consists of base management fees, incentive management fees and other management fees. Base management fees, incentive management fees and other management fees are recognized when services have been rendered. For hotels owned by Ashford Trust and Braemar, Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, pursuant to Remington’s hotel management agreements, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington additionally receives an incentive management fee for hotels owned by Ashford Trust and Braemar equal to the lesser of 1% of each hotel’s annual gross revenue or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. The base management fees and incentive management fees that Remington receives for third-party owned hotels vary by property. Other management fees include fixed monthly accounting and revenue management fees for managing hotel employees and the daily operations of the hotels. Design and Construction Fees Revenue Design and construction fees revenue (formerly called project management revenue) primarily consists of revenue generated by our subsidiary, Premier Project Management LLC (“Premier”). Premier provides design and construction management services, capital improvements, refurbishment, project management, and other services such as purchasing, interior design, architectural services and freight management at properties. Premier receives fees for these services and recognizes revenue over time as services are provided to the customer. Audio Visual Revenue Audio visual revenue primarily consists of revenue generated within our INSPIRE segment by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers. Revenue is recognized in the period in which services are provided pursuant to the terms of the contractual arrangements with our customers. We also evaluate whether it is appropriate to present: (i) the gross amount that our customers pay for our services as revenue, and the related commissions paid to the venue as cost of revenue; or (ii) the net amount (gross revenue less the related commissions paid to the venue) as revenue. We are responsible for the delivery of the services, including providing the necessary labor and equipment to perform the services. We are generally subject to inventory risk, have latitude in establishing prices and selecting suppliers and, while in many cases the venue bills the end customer on our behalf, we bear the risk of collection from the customer. The venues’ commissions are not dependent on collections. As a result, our revenue is primarily reported on a gross basis. Cost of revenues for audio visual principally includes commissions paid to venues, direct labor costs, the cost of equipment sub-rentals, depreciation of equipment, amortization of signing bonuses, as well as other costs such as supplies, freight, travel and other overhead from our venue and customer facing operations and any losses on equipment disposal. Other Revenue Other revenue includes revenue provided by certain of our products and service businesses, including RED. RED’s revenue is primarily generated through the provision of watersports activities and ferry and excursion services. The revenue is recognized as services are provided based on contractual customer rates. Debt placement and related fees include revenue earned from providing placement, modifications, forbearances or refinancing of certain mortgage debt by Lismore. For certain agreements, the fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan is closed. For other agreements, deferred income related to the various Lismore fees will be recognized over the term of the agreement on a straight line basis as the service is rendered, only to the extent it is probable that a significant reversal of revenue will not occur. Constraints relating to variable consideration are resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price will be adjusted on a cumulative catch-up basis in the period a transaction or financing event closes. Cost Reimbursement Revenue Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar (as defined below), we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust and Braemar, with no added mark-up. These costs primarily consist of expenses related to Ashford Securities (as defined below), overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements. We record cost reimbursement revenue for equity grants of Ashford Trust and Braemar common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Under our project management agreements and hotel management agreements, we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust, Braemar and other hotel owners, with no added mark-up. Design and construction costs primarily consist of costs for accounting, overhead and project manager services. Hotel management costs primarily consist of the properties’ payroll, payroll taxes and benefits related expenses at managed properties where we are the employer of the employees at the properties as provided for in our contracts with Ashford Trust, Braemar and other hotel owners. We recognize revenue within “cost reimbursement revenue” in our condensed consolidated statements of operations when the amounts may be billed to Ashford Trust, Braemar and other hotel owners, and we recognize expenses within “reimbursed expenses” in our condensed consolidated statements of operations as they are incurred. This pattern of recognition results in temporary timing differences between the costs incurred for centralized software programs and the related reimbursements we receive from Ashford Trust and Braemar in our operating and net income. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Certain of our consolidated entities enter into contracts with customers that contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our consolidated entities’ overall pricing objectives taking into consideration market conditions and other factors, including the customer and the nature and value of the performance obligations within the applicable contracts. Practical Expedients and Exemptions We do not disclose the amount of variable consideration that we expect to recognize in future periods in the following circumstances: (1) if we recognize the revenue based on the amount invoiced or services performed; (2) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a specific outcome from transferring the service. Deferred Income and Contract Balances Deferred income primarily consists of customer billings in advance of revenue being recognized from our advisory agreements and other products and services contracts. Generally, deferred income that will be recognized within the next 12 months is recorded as current deferred income and the remaining portion is recorded as noncurrent. The change in the deferred income balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred income balance at the beginning of the period. The following tables summarize our consolidated deferred income activity (in thousands): Deferred Income 2022 2021 Balance as of June 30 $ 8,680 $ 19,663 Increases to deferred income 2,458 5,154 Recognition of revenue (1) (3,175) (5,335) Balance as of September 30 $ 7,963 $ 19,482 ________ (1) Deferred income recognized in the three months ended September 30, 2022 includes (a) $371,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $535,000 of audio visual revenue, and (c) $1.6 million of “other services” revenue earned by our products and services companies. Deferred income recognized in the three months ended September 30, 2021 includes (a) $512,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $296,000 of audio visual revenue, (c) $2.3 million of other revenue related to the Ashford Trust Agreement with Lismore (see note 15), and (d) $2.2 million of “other services” revenue earned by our products and services companies, excluding Lismore. Deferred Income 2022 2021 Balance as of January 1 $ 10,905 $ 21,359 Increases to deferred income 8,247 15,373 Recognition of revenue (1) (11,189) (17,250) Balance as of September 30 $ 7,963 $ 19,482 ________ (1) Deferred income recognized in the nine months ended September 30, 2022 includes (a) $1.2 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.2 million of audio visual revenue, (c) $2.3 million of other revenue primarily related to Ashford Trust’s agreement with Lismore (see note 15), and (d) $4.8 million of “other services” revenue earned by our products and services companies, excluding Lismore. Deferred income recognized in the nine months ended September 30, 2021 includes (a) $1.6 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.5 million of audio visual revenue, (c) $8.9 million of other revenue related to Ashford Trust’s and Braemar’s agreements with Lismore (see note 15), and (d) $5.3 million of “other services” revenue earned by our products and services companies, excluding Lismore. We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was primarily related to (i) reimbursed software costs that will be recognized evenly over the period the software is used to provide advisory services to Ashford Trust and Braemar, (ii) a $5.0 million cash payment received in June 2017 from Braemar in connection with our Fourth Amended and Restated Advisory Agreement with Braemar, which is recognized evenly over the 10-year initial contract period that we are providing Braemar advisory services, and (iii) debt placement and related fees that will be recognized over the term of the agreement on a straight line basis as the service was rendered, only to the extent it was probable that a significant reversal of revenue would not occur. Constraints relating to variable consideration were resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price was adjusted on a cumulative catch-up basis in the period a transaction or financing event closed. See note 15. Incentive advisory fees that are contingent upon future market performance are excluded as the fees are considered variable and not included in the transaction price at September 30, 2022. The timing of revenue recognition may differ from the timing of payment by customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred income until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of $18.0 million and $7.6 million included in “accounts receivable, net” primarily related to our products and services segment, $4.5 million and $2.6 million in “due from Ashford Trust”, and $9.6 million and $1.1 million included in “due from Braemar” related to REIT advisory services at September 30, 2022 and December 31, 2021, respectively. We had no significant impairments related to these receivables during the three and nine months ended September 30, 2022 and 2021. See note 15. Disaggregated Revenue Our revenues were comprised of the following for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Advisory services fees: Base advisory fees $ 12,124 $ 10,012 $ 35,637 $ 29,743 Other advisory revenue 131 131 389 389 Total advisory services fees revenue 12,255 10,143 36,026 30,132 Hotel management fees: Base fees 9,285 6,166 24,943 15,331 Incentive fees 2,242 1,584 6,113 3,406 Other management fees 1,349 — 2,418 — Total hotel management fees revenue 12,876 7,750 33,474 18,737 Design and construction fees revenue 6,276 2,202 15,538 5,611 Audio visual revenue 26,159 15,108 87,101 28,170 Other revenue: Watersports, ferry and excursion services (1) 6,608 6,738 20,337 18,159 Debt placement and related fees (2) 125 3,224 3,298 9,802 Claims management services — 28 16 61 Other services (3) 3,658 3,114 10,251 7,877 Total other revenue 10,391 13,104 33,902 35,899 Cost reimbursement revenue 96,651 59,879 259,979 137,417 Total revenues $ 164,608 $ 108,186 $ 466,020 $ 255,966 REVENUES BY SEGMENT (4) REIT advisory $ 20,053 $ 17,936 $ 58,668 $ 49,749 Remington 93,756 58,155 255,062 133,047 Premier 9,582 3,047 22,893 7,421 INSPIRE 26,197 15,108 87,235 28,170 RED 6,616 6,738 20,354 18,159 OpenKey 389 505 1,184 1,436 Corporate and other 8,015 6,697 20,624 17,984 Total revenues $ 164,608 $ 108,186 $ 466,020 $ 255,966 ________ (1) Watersports, ferry and excursion services revenue is earned by RED, which includes the entity that conducts RED’s legacy U.S. Virgin Islands operations, the Turks and Caicos Islands operations and Sebago, a provider of watersports activities and excursion services based in Key West, Florida. (2) Debt placement and related fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar. (3) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey and Pure Wellness, to Ashford Trust, Braemar and third parties, and the revenue of Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia. (4) We have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Marietta and Pure Wellness into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting. Geographic Information Our REIT Advisory, Remington, Premier, OpenKey, and Corporate and Other reporting segments conduct their business primarily within the United States. Our INSPIRE reporting segment conducts business in the United States, Mexico, and the Dominican Republic. RED conducts business in the United States and the Turks and Caicos Islands, a territory of the United Kingdom. The following table presents revenue from INSPIRE and RED geographically for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 INSPIRE: United States $ 21,986 $ 12,831 $ 68,114 $ 23,583 Mexico 2,345 1,430 14,118 3,101 Dominican Republic 1,866 847 5,003 1,486 Total audio visual revenue $ 26,197 $ 15,108 $ 87,235 $ 28,170 RED: United States $ 5,581 $ 6,166 $ 17,435 $ 17,587 United Kingdom (Turks and Caicos Islands) 1,035 572 2,919 572 Total watersports, ferry and excursion services $ 6,616 $ 6,738 $ 20,354 $ 18,159 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Chesapeake On April 15, 2022, the Company acquired privately held Chesapeake, a third-party hotel management company. The Company paid to the sellers $6.3 million in cash, subject to certain adjustments, and issued to the sellers 378,000 Series CHP Convertible Preferred Units of Ashford Holdings (the “Series CHP Units”) at $25 per Unit, for a total liquidation value of $9.45 million. The Series CHP Units include a discount of $8.1 million resulting in a total fair value of $1.4 million. The discount is due to the Company’s ability to convert the Series CHP Units to common units of Ashford Holdings at the preferred conversion price of $117.50. Common units of Ashford Holdings are exchangeable into common stock of the Company on a 1:1 ratio. The sellers also have the ability to earn up to $10.25 million of additional consideration based on the base management fee contribution from the acquired business for the trailing 12 month periods ending March 2024 and March 2025, respectively, for a total potential consideration of $18.1 million, subject to certain adjustments. The first $6.3 million of such additional consideration is payable in cash and any amounts payable in excess of such $6.3 million may be satisfied by the issuance of shares of common stock of the Company, common units of Ashford Holdings or additional Series CHP Units, as determined by the Company in its sole discretion. The acquisition of Chesapeake was recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation was based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections for Chesapeake and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill. See note 8. We have allocated the purchase price to the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. In the third quarter of 2022, we recorded an adjustment to increase the working capital paid to the sellers by $73,000. We are in the process of evaluating the values assigned to the intangible assets. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation. The fair value of the purchase price and preliminary allocation of the purchase price are as follows (in thousands): Series CHP Units $ 9,450 Discount on Series CHP Units (8,063) Cash 6,300 Fair value of contingent consideration 1,670 Working capital adjustments 193 Total fair value of purchase price $ 9,550 Fair Value Estimated Useful Life Current assets including cash of $228 $ 930 Goodwill 2,053 Management contracts 7,131 8 years Total assets acquired 10,114 Current liabilities 347 Deferred tax liability 217 Total assumed liabilities 564 Net assets acquired $ 9,550 We do not expect any of the goodwill balance to be deductible for tax purposes. The qualitative factors that make up the recorded goodwill includes value attributable to growth opportunities to expand Remington’s hotel management services to third-party owners in the hospitality industry. Results of Chesapeake The results of operations of Chesapeake have been included in our results of operations since the acquisition date of April 15, 2022. Our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 include total revenue from Chesapeake of $15.6 million and $27.5 million, respectively. In addition, our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 include net income from Chesapeake of $1.7 million and $3.1 million, respectively. Pro Forma Financial Results The following table reflects the unaudited pro forma results of operations as if the Chesapeake acquisition had occurred on January 1, 2021, and the removal of $445,000 and $1.4 million of transaction costs directly attributable to the acquisition (net of the incremental tax expense) for the three and nine months ended September 30, 2022, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total revenues $ 164,608 $ 119,041 $ 478,940 $ 280,889 Net income (loss) (769) (1,047) 5,103 (17,335) Net income (loss) attributable to common stockholders (9,684) (10,094) (21,978) (44,068) |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, netThe carrying amount of goodwill as of September 30, 2022 is as follows (in thousands): Remington RED Corporate and Other (1) Consolidated Balance at December 31, 2021 $ 54,605 $ 1,235 $ 782 $ 56,622 Changes in goodwill: Additions (2) 1,980 — — 1,980 Adjustments (2) 73 — — 73 Balance at September 30, 2022 $ 56,658 $ 1,235 $ 782 $ 58,675 ________ (1) Corporate and Other includes the goodwill from the Company’s acquisition of Pure Wellness. (2) The addition relates to the Company’s acquisition of Chesapeake and subsequent adjustments to the preliminary purchase price. See note 4. Intangible assets, net as of September 30, 2022 and December 31, 2021, are as follows (in thousands): September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts (1) $ 114,730 $ (37,298) $ 77,432 $ 107,600 $ (28,284) $ 79,316 Premier management contracts 194,000 (50,466) 143,534 194,000 (41,619) 152,381 INSPIRE customer relationships 9,319 (5,248) 4,071 9,319 (4,409) 4,910 RED boat slip rights 3,100 (496) 2,604 3,100 (380) 2,720 Pure Wellness customer relationships 175 (175) — 175 (166) 9 $ 321,324 $ (93,683) $ 227,641 $ 314,194 $ (74,858) $ 239,336 Gross Carrying Amount Gross Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 4,900 $ 4,900 RED trademarks 490 490 $ 5,390 $ 5,390 ________ (1) As of September 30, 2022, Remington’s management contracts include $7.1 million of gross management contracts acquired in the Company’s acquisition of Chesapeake. See note 4. Amortization expense for definite-lived intangible assets was $6.5 million and $18.8 million for the three and nine months ended September 30, 2022, respectively. Amortization expense for definite-lived intangible assets was $6.4 million and $19.2 million for the three and nine months ended September 30, 2021, respectively. The useful lives of our customer relationships range from five eight |
Notes Payable, net
Notes Payable, net | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable, net | Notes Payable, net Notes payable— Notes payable, net consisted of the following (in thousands): Indebtedness Borrower Maturity Interest Rate September 30, 2022 December 31, 2021 Credit facility (9) Ashford Inc. April 1, 2027 Base Rate (1) + 6.35% or LIBOR (3) +7.35% $ 70,000 $ — Term loan (9) Ashford Inc. March 19, 2024 Base Rate (2) + 2.00% to 2.25% or LIBOR (3) +3.00% to 3.25% — 27,271 Note payable (12) Ashford Inc. February 29, 2028 4.00% 1,558 1,746 Term loan (5) (7) (10) INSPIRE January 1, 2024 Prime Rate (4) + 2.50% 18,050 20,000 Revolving credit facility (5) (7) (10) INSPIRE January 1, 2024 Prime Rate (4) + 2.50% — 1,869 Revolving credit facility (5) (13) Pure Wellness On demand Prime Rate (4) + 1.00% 150 100 Revolving credit facility (5) (8) (14) RED November 3, 2022 Prime Rate (4) + 1.75% — — Term loan (5) (8) (15) RED July 17, 2029 6.00% 1,608 1,641 Term loan (5) (8) RED July 17, 2023 6.50% 406 607 Term loan (5) (8) (16) RED August 5, 2029 Prime Rate (4) + 2.00% 873 888 Term loan (5) (8) RED August 5, 2029 Prime Rate (4) + 2.00% 2,018 2,143 Term loan (6) (8) RED August 5, 2029 Prime Rate (4) + 1.75% 3,090 3,357 Draw term loan (5) (8) (17) RED March 17, 2032 5.00% 640 — Draw term loan (5) (8) (17) RED March 17, 2032 5.00% 22 — Draw term loan (5) (8) (18) RED See (18) Prime Rate (4) + 1.00% — — Total notes payable 98,415 59,622 Capitalized default interest, net (11) 184 290 Deferred loan costs, net (2,777) (518) Original issue discount, net (9) (1,815) — Notes payable including capitalized default interest and deferred loan costs, net 94,007 59,394 Less current portion (5,046) (6,725) Total notes payable, net - non-current $ 88,961 $ 52,669 __________________ (1) Base Rate, as defined in the credit facility agreement with Mustang Lodging Funding LLC, is the greater of (i) the Wall Street Journal prime rate, (ii) the federal funds rate plus 0.50%, (iii) LIBOR plus 1.00%, or (iv) 1.25%. (2) Base Rate, as defined in the Term Loan Agreement (the “Term Loan Agreement”) with Bank of America, N.A., is the greater of (i) the prime rate set by Bank of America, N. A., (ii) the federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%. (3) The one-month LIBOR rate was 3.14% and 0.10% at September 30, 2022 and December 31, 2021, respectively. (4) The Prime Rate was 6.25% and 3.25% at September 30, 2022 and December 31, 2021, respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) INSPIRE’s revolving credit facility is collateralized primarily by INSPIRE’s eligible receivables, including accounts receivable, due from Ashford Trust and due from Braemar, with a total carrying value of $9.0 million and $5.0 million as of September 30, 2022 and December 31, 2021, respectively. INSPIRE’s term loan is collateralized by substantially all of the assets of INSPIRE. (8) RED’s loans are collateralized primarily by RED’s marine vessels and associated leases with a carrying value of $12.7 million and $12.5 million as of September 30, 2022 and December 31, 2021, respectively. (9) On April 1, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement and pay dividends to the holders of the Series D Convertible Preferred Stock. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%) plus an applicable margin, or the base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar Rate plus 1.00%, with a floor of 1.25%) plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Eurodollar loans will be 7.35% per annum and the applicable margin for base rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0%. The Credit Facility included an original issue discount of $2.0 million on the Closing Date. As of September 30, 2022, the amount unused under the Credit Facility was $30.0 million. (10) On December 31, 2020, INSPIRE amended its credit agreement dated as of November 1, 2017 (the “INSPIRE Amendment”). The maximum borrowing capacity under the INSPIRE Amendment for the revolving credit facility is $3.0 million. As of September 30, 2022, the amount unused under INSPIRE’s revolving credit facility was $3.0 million. The INSPIRE Amendment provides INSPIRE with an option to elect a one-year extension subject to satisfaction of certain conditions, including a payment of a one-time, permanent principal reduction of the term loan of not less than $2.5 million and other fees as of the date of INSPIRE’s election to extend. Pursuant to the INSPIRE Amendment, INSPIRE’s obligations to comply with certain financial and other covenants were waived until March 31, 2023. Amounts borrowed under the revolving credit facility and the term loan bear interest at the Prime Rate plus a margin of 1.25%, with the margin increasing by 0.25% beginning on July 1, 2021 and at the beginning of each successive quarter thereafter. Commencing January 1, 2022, INSPIRE is required to make monthly payments under the term loan of $200,000 through June 2022, $250,000 through December 2022 and $300,000 thereafter. INSPIRE holds an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair value of the interest rate cap at September 30, 2022 and December 31, 2021 was not material. (11) The INSPIRE Amendment was considered a troubled debt restructuring due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructuring, $427,000 of accrued default interest and late charges were capitalized into the INSPIRE term loan balance upon commencement and are amortized over the remaining term of the loan using the effective interest method. (12) On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. Pursuant to the agreement, the purchase price will be paid to the seller in equal monthly installments over a seven year term and will include interest in arrears at an annualized rate of 4.0%. The purchase price is payable in Ashford Inc. common stock, including a 10% premium or cash at our sole discretion. (13) As of September 30, 2022, the amount unused under Pure Wellness’s revolving credit facility was $100,000. (14) As of September 30, 2022, the amount unused under RED’s revolving credit facility was $250,000. (15) The interest rate for the term loan is 6.0% for the first five years. After five years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0%. (16) RED was not required to make any payments of principal until May 5, 2022. (17) On March 17, 2022, in connection with the purchase and construction of marine vessels, RED entered into two closed-end non-revolving line of credit loans of $1.5 million each which convert to term loans once fully drawn. Each loan bears an interest rate of 5.0% for the first three years. After three years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 5.0%. As of September 30, 2022, the amount unused under RED’s non-revolving line of credit loans were $860,000 and $1.5 million, respectively. (18) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converts to a term loan once drawn. The loan bears an interest rate of the Wall Street Journal Prime Rate plus 1.0%. The term length of the loan once drawn is either five |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses were comprised of the following (in thousands): September 30, 2022 December 31, 2021 Accounts payable $ 18,332 $ 11,682 Accrued payroll expense 22,836 23,648 Accrued vacation expense 3,995 3,427 Accrued interest 323 259 Other accrued expenses 2,265 881 Total accounts payable and accrued expenses $ 47,751 $ 39,897 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy —Our assets and liabilities measured at fair value, either on a recurring or a non-recurring basis, are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below: • Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets. • Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total September 30, 2022 Assets Restricted Investment: Ashford Trust common stock $ 87 (1) $ — $ — $ 87 Braemar common stock 261 (1) — — 261 Total $ 348 $ — $ — $ 348 Liabilities Contingent consideration $ — $ — $ (1,970) (2) $ (1,970) Subsidiary compensation plan — (68) (1) — (68) Deferred compensation plan (2,759) — — (2,759) Total $ (2,759) $ (68) $ (1,970) $ (4,797) Net $ (2,411) $ (68) $ (1,970) $ (4,449) __________________ (1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through September 30, 2022, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within long-term “other liabilities” in our condensed consolidated balance sheets. See notes 1 and 4. Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total December 31, 2021 Assets Restricted Investment: Ashford Trust common stock $ 150 (1) $ — $ — $ 150 Braemar common stock 426 (1) — — 426 Total $ 576 $ — $ — $ 576 Liabilities Subsidiary compensation plan $ — $ (164) (1) $ — $ (164) Deferred compensation plan (3,326) — — (3,326) Total $ (3,326) $ (164) $ — $ (3,490) Net $ (2,750) $ (164) $ — $ (2,914) __________________ (1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2021, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2021 $ — Acquisition of Chesapeake (1,670) Gains (losses) included in earnings (300) Dispositions and settlements — Transfers into/out of Level 3 — Balance at September 30, 2022 $ (1,970) __________________ (1) The Company measures contingent consideration liabilities at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The fair value of the contingent consideration liability is based on the present value of the expected future payments to be made to the sellers of Chesapeake in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates Chesapeake’s future performance using a Monte Carlo simulation model. The key assumptions in applying the Monte Carlo simulation model are a) a discount rate, with a range of 34.81% to 34.84%; b) a forward looking risk-free rate, with a range of 4.02% to 4.34%; and c) a volatility rate of 68.01%. Effect of Fair Value Measured Assets and Liabilities on Our Condensed Consolidated Statements of Operations The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Assets Unrealized gain (loss) on investment: (1) Ashford Trust common stock $ 12 $ — $ 68 $ — Braemar common stock 6 — (50) — Realized gain (loss) on investment: (2) Ashford Trust common stock (3) (5) (97) (336) Braemar common stock — — 23 (42) Intangible assets, net (3) — (1,160) — (1,160) Total $ 15 $ (1,165) $ (56) $ (1,538) Liabilities Contingent consideration (4) $ (300) $ — $ (300) $ (23) Subsidiary compensation plan (5) (42) 5 (110) (268) Deferred compensation plans (5) 78 1,611 567 (1,190) Total $ (264) $ 1,616 $ 157 $ (1,481) Net $ (249) $ 451 $ 101 $ (3,019) __________________ (1) Represents the unrealized gain (loss) on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. Reported as a component of “other income (expense)” in our condensed consolidated statements of operations. (2) Represents the realized gain (loss) on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. (3) During the third quarter of 2021, as a result of the strategic rebranding of our segment formerly known as JSAV to INSPIRE, we performed an impairment test and calculated the fair value of our indefinite-lived JSAV trademarks using the relief-from-royalty method which includes unobservable inputs including royalty rates and projected revenues for the time period that the Company is expected to benefit from the trademark. As a result of the evaluation, we recognized intangible asset impairment charges of $1.2 million, which was the full impairment of the indefinite-lived JSAV trademarks within the INSPIRE segment in the three and nine months ended September 30, 2021. (4) Represents the changes in fair value of the contingent consideration liabilities in the three and nine months ended September 30, 2022 and 2021, related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake and BAV Services Inc., respectively. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations. (5) Reported as a component of “salaries and benefits” in our condensed consolidated statements of operations. Restricted Investment The historical cost and approximate fair values, together with gross unrealized gains and losses, of securities restricted for use in our subsidiary compensation plan are as follows (in thousands): Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: September 30, 2022 Equity securities (1) $ 821 $ — $ (473) $ 348 __________________ (1) Distributions of $365,000 of available-for-sale securities occurred in the nine months ended September 30, 2022. Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: December 31, 2021 Equity securities (1) $ 1,068 $ — $ (492) $ 576 __________________ (1) Distributions of $855,000 of available-for-sale securities occurred during the year ended December 31, 2021. |
Summary of Fair Value of Financ
Summary of Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Summary of Fair Value of Financial Instruments | Summary of Fair Value of Financial Instruments Certain of our financial instruments are not measured at fair value on a recurring basis. The estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled. The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 348 $ 348 $ 576 $ 576 Financial liabilities measured at fair value: Deferred compensation plan $ 2,759 $ 2,759 $ 3,326 $ 3,326 Contingent consideration 1,970 1,970 — — Financial assets not measured at fair value: Cash and cash equivalents $ 44,071 $ 44,071 $ 37,571 $ 37,571 Restricted cash 37,114 37,114 34,878 34,878 Accounts receivable, net 17,958 17,958 7,622 7,622 Notes receivable 1,500 1,500 2,880 2,880 Due from affiliates 256 256 165 165 Due from Ashford Trust 4,483 4,483 2,575 2,575 Due from Braemar 9,562 9,562 1,144 1,144 Investments in unconsolidated entities 3,941 3,941 3,581 3,581 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 47,751 $ 47,751 $ 39,897 $ 39,897 Dividends payable 26,777 26,777 34,574 34,574 Due to affiliates 236 236 — — Other liabilities 27,550 27,550 25,899 25,899 Notes payable 98,415 93,494 to 103,336 59,622 56,641 to 62,603 Restricted investment. These financial assets are carried at fair value based on quoted market prices of the underlying investments. This is considered a Level 1 valuation technique. Deferred compensation plan. The liability resulting from the deferred compensation plan is carried at fair value based on the closing prices of the underlying investments. This is considered a Level 1 valuation technique. Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying values approximate fair value due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Accounts receivable, net, due from affiliates, due from Ashford Trust, due from Braemar, notes receivable, accounts payable and accrued expenses, dividends payable, due to affiliates and other liabilities . The carrying values of these financial instruments approximate their fair values due primarily to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique. Contingent consideration. The liability associated with the Company’s acquisition of Chesapeake was carried at fair value based on the terms of the acquisition agreements and any changes to fair value are recorded in “other” operating expenses in our condensed consolidated statements of operations. This is considered a Level 3 valuation technique. See note 8 . Investments in unconsolidated entities. The carrying value of the assets resulting from investment in unconsolidated entities approximates fair value based on recent observable transactions. This is considered a Level 2 valuation technique. See note 2. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitment — As of September 30, 2022, we had approximately $11.4 million of remaining purchase commitments related to our Ashford Trust ERFP Agreement which, under the Extension Agreement with Ashford Trust, must be fulfilled by December 31, 2022. See note 15 for further discussion of our ERFP Agreement with Ashford Trust. Release and Waiver Agreement — On April 15, 2022, the Company and Ashford Services agreed with Jeremy Welter, the Chief Operating Officer of the Company, that, effective on July 15, 2022, Mr. Welter would terminate employment with and service to the Company, Ashford Services and their affiliates. Mr. Welter was also the Chief Operating Officer of Ashford Trust and Braemar and accordingly his service as Chief Operating Officer of each of Ashford Trust and Braemar also ended on July 15, 2022. The Company has commitments related to cash compensation for the departure of Mr. Welter which included a cash termination payment of $750,000, which was paid on August 5, 2022, and payments totaling approximately $6.4 million, which are payable in 24 substantially equal monthly installments of approximately $267,000 beginning in August 2022. As of September 30, 2022, the Company’s remaining commitment to Mr. Welter totaled approximately $5.9 million. Litigation —On December 20, 2016, a class action lawsuit was filed against one of the Company’s subsidiaries in The Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees who were allegedly deprived of rest breaks as a result of the subsidiary’s previous written policy requiring employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of September 30, 2022, no amounts have been accrued. On June 23, 2021, a lawsuit was filed in the United States District Court of the Virgin Islands, Division of St. Thomas and St. John (the “Federal Court”) against one of the Company’s subsidiaries. In the lawsuit, the plaintiff alleges negligence and gross negligence against both our subsidiary and a purported agent of our subsidiary and negligent entrustment against our subsidiary in connection with personal injuries allegedly suffered by the plaintiff. The claims were tendered to our insurance company who denied coverage as to the purported agent and issued a reservation of rights letter during the third quarter of 2022 with respect to our subsidiary’s coverage. We have asserted a number of defenses including a statutory defense that would limit our subsidiary’s liability regardless of whether coverage is afforded or not. The parties participated in a mediation conference on June 29, 2022 but were unable to resolve any of the disputes at issue. During the third quarter of 2022, the purported agent entered into a stipulated judgment for his liability and assigned to the plaintiff any and all claims he may have, including those he may have against our insurers. Subsequently, on July 28, 2022, the plaintiff, individually and as assignee of the purported agent’s claims, filed a separate lawsuit in the Superior Court of the Virgin Islands, Division of St. Thomas and St. John (the “Superior Court”) against our insurers and our subsidiary (the “Superior Court Case”). On August 26, 2022, our insurer filed a Notice of Removal to remove the Superior Court Case to the Federal Court and is in the process of defending against the plaintiff’s Motion to Remand this second lawsuit back to the Superior Court. In this second lawsuit, the plaintiff seeks certain declaratory relief as to our insurance policies and asserts allegations of fraud and bad faith denial of coverage of our subsidiary’s purported agent by our insurers and a breach of contract claim against our subsidiary under a theory of insufficient insurance coverage. Specifically, the purported agent has alleged a breach of contract claim against our subsidiary based on being an alleged third-party beneficiary of a contract between our subsidiary and another entity that required our subsidiary to hold specific insurance coverages. We believe the claims asserted against our subsidiary in this second lawsuit are frivolous. We intend to vigorously defend these lawsuits and believe that the amount of any potential loss to the Company is immaterial. |
Equity (Deficit)
Equity (Deficit) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity (Deficit) | Equity (Deficit) Noncontrolling Interests in Consolidated Entities —See note 2 for details regarding ownership interests, carrying values and allocations related to noncontrolling interests in our consolidated subsidiaries. The following table summarizes the (income) loss attributable to noncontrolling interests for each of our consolidated entities (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Income) loss attributable to noncontrolling interests: OpenKey $ 223 $ 215 $ 677 $ 626 RED — (14) — (52) Pure Wellness 49 (21) 153 (65) Total net (income) loss attributable to noncontrolling interests $ 272 $ 180 $ 830 $ 509 |
Mezzanine Equity
Mezzanine Equity | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Mezzanine Equity | Mezzanine Equity Redeemable Noncontrolling Interests — Redeemable noncontrolling interests are included in the mezzanine section of our condensed consolidated balance sheets as the ownership interests are redeemable for cash or registered shares outside of the Company’s control. See note 2 for tables summarizing the redeemable noncontrolling ownership interests and carrying values. The following table summarizes the net (income) loss attributable to our redeemable noncontrolling interests (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (income) loss attributable to redeemable noncontrolling interests: Ashford Holdings $ (158) $ 13 $ (290) $ 56 OpenKey — — — 152 Total net (income) loss attributable to redeemable noncontrolling interests $ (158) $ 13 $ (290) $ 208 Series CHP Units —In connection with the acquisition of Chesapeake, Ashford Holdings issued 378,000 Series CHP Units to the sellers of Chesapeake. The Series CHP Units represent a preferred membership interest in Ashford Holdings having a priority in payment of cash dividends over the common unit holders of Ashford Holdings and are recorded as a redeemable noncontrolling interest in the mezzanine section of our condensed consolidated balance sheets. Each Series CHP Unit (i) has a liquidation value of $25 plus all unpaid accrued and accumulated distributions thereon; (ii) is entitled to cumulative dividends at the rate of 7.28% per annum, payable quarterly in arrears; (iii) participates in any dividend or distribution paid on all outstanding common units of Ashford Holdings in addition to the preferred dividends; (iv) is convertible, along with the aggregate accrued or accumulated and unpaid distributions thereon, into common units of Ashford Holdings at the option of the holder or the issuer, which common units of Ashford Holdings will then be redeemable by the holder thereof into common stock of the Company on a 1:1 ratio or cash, at the Company’s discretion; and (v) provides for customary anti-dilution protections. The number of common units of Ashford Holdings to be received upon conversion of Series of CHP Units, along with the aggregate accrued or accumulated and unpaid distributions thereon, is determined by: (i) multiplying the number of Series CHP Units to be converted by the liquidation value thereof; and then (ii) dividing the result by the preferred conversion price, which is $117.50 per unit. In the event the Company fails to pay the required dividends on the Series CHP Units for two consecutive quarterly periods (a “Preferred Unit Breach”), then until such arrearage is paid in cash in full, the dividend rate on the Series CHP Units will increase to 10.00% per annum until no Preferred Unit Breach exists. Except with respect to certain protective provisions, no holder of Series CHP Units will have voting rights in its capacity as such. As long as any Series CHP Units are outstanding, the Company is prohibited from taking specified actions without the consent of at least 50% of the holders of Series CHP Units, including (i) modifying the terms, rights, preferences, privileges or voting powers of the Series CHP Units or (ii) altering the rights, preferences or privileges of any Units of Ashford Holdings so as to adversely affect the Series CHP Units. For the three and nine months ended September 30, 2022, the Company recorded net income attributable to redeemable noncontrolling interests of $172,000 and $317,000, respectively, to the Series CHP Unit holders which is included in Ashford Holdings in the table above. Convertible Preferred Stock —Each share of Series D Convertible Preferred Stock: (i) has a liquidation value of $25 per share; (ii) accrues cumulative dividends at the rate of: (a) 6.59% per annum until November 6, 2020; (b) 6.99% per annum from November 6, 2020 until November 6, 2021; and (c) 7.28% per annum thereafter; (iii) participates in any dividend or distribution on the common stock in addition to the preferred dividends; (iv) is convertible into voting common stock at $117.50 per share; and (v) provides for customary anti-dilution protections. In the event the Company fails to pay the dividends on the Series D Convertible Preferred Stock for two consecutive quarterly periods (a “Preferred Stock Breach”), then until such arrearage is paid in cash in full: (A) the dividend rate on the Series D Convertible Preferred Stock will increase to 10.00% per annum until no Preferred Stock Breach exists; (B) no dividends on the Company’s common stock may be declared or paid, and no other distributions or redemptions may be made, on the Company’s common stock; and (C) the Board will be increased by two seats and the holders of 55% of the outstanding Series D Convertible Preferred Stock will be entitled to fill such newly created seats. The Series D Convertible Preferred Stock is beneficially held primarily by Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, and Mr. Archie Bennett, Jr., who is Mr. Monty J. Bennett’s father. To the extent not paid on April 15, July 15, October 15 and January 15 of each calendar year in respect of the quarterly periods ending on March 31, June 30, September 30 and December 31, respectively (each such date, a “Dividend Payment Date”), all accrued dividends on any share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board and whether or not funds are legally available for the payment thereof. All accrued dividends shall remain accumulated, compounding dividends until paid in cash or converted to common shares. The Series D Convertible Preferred Stock is entitled to vote alongside our voting common stock on an as-converted basis, subject to applicable voting limitations. So long as any shares of Series D Convertible Preferred Stock are outstanding, the Company is prohibited from taking specified actions without the consent of the holders of 55% of the outstanding Series D Convertible Preferred Stock, including: (i) modifying the terms, rights, preferences, privileges or voting powers of the Series D Convertible Preferred Stock; (ii) altering the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series D Convertible Preferred Stock; (iii) issuing any security senior to the Series D Convertible Preferred Stock, or any shares of Series D Convertible Preferred Stock other than pursuant to the Combination Agreement dated May 31, 2019 between us, the Bennetts, Remington Holdings, L.P. and certain other parties, as amended (the “Combination Agreement”); (iv) entering into any agreement that expressly prohibits or restricts the payment of dividends on the Series D Convertible Preferred Stock or the common stock of the Company or the exercise of the Change of Control Put Option (as defined in the Combination Agreement); or (v) other than the payment of dividends on the Series D Convertible Preferred Stock or payments to purchase any of the Series D Convertible Preferred Stock, transferring all or a substantial portion of the Company’s or its subsidiaries’ cash balances or other assets to a person other than the Company or its subsidiaries, other than by means of a dividend payable by the Company pro rata to the holders of the Company common stock (together with a corresponding dividend payable to the holders of the Series D Convertible Preferred Stock). After June 30, 2026, we will have the option to purchase all or any portion of the Series D Convertible Preferred Stock, in $25.0 million increments, on a pro rata basis among all holders of the Series D Convertible Preferred Stock (subject to the ability of the holders to provide for an alternative allocation amongst themselves), at a price per share equal to: (i) $25.125; plus (ii) all accrued and unpaid dividends (provided any holder of Series D Convertible Preferred Stock shall be entitled to exercise its right to convert its shares of Series D Convertible Preferred Stock into common stock not fewer than five Under the applicable authoritative accounting guidance, the increasing dividend rate feature of the Series D Convertible Preferred Stock resulted in a discount that was reflected in the fair value of the preferred stock, which was recorded in “Series D Convertible Preferred Stock, net of discount” on our condensed consolidated balance sheets, until the increasing dividend rate feature ended on November 6, 2021. For the three and nine months ended September 30, 2021, we recorded $306,000 and $933,000, respectively, of amortization related to preferred stock discounts. On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ended June 30, 2021 and December 31, 2021. As of September 30, 2022, the Company had aggregate undeclared preferred stock dividends of approximately $26.8 million, which relates to the second and fourth quarters of 2021 and the third quarter of 2022. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022. All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our condensed consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid Series D Convertible Preferred Stock dividends, declared and undeclared, totaling $26.8 million and $34.6 million at September 30, 2022 and December 31, 2021, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable.” Convertible preferred stock cumulative dividends declared during the three and nine months ended September 30, 2022 and 2021 for all issued and outstanding shares were as follows (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Preferred dividends - declared $ — $ 8,353 $ 35,219 $ 16,706 Preferred dividends per share - declared $ — $ 0.4369 $ 1.8420 $ 0.8737 Aggregate undeclared convertible preferred stock cumulative dividends (in thousands, except per share amounts): September 30, 2022 (1) December 31, 2021 Aggregate preferred dividends - undeclared $ 26,777 $ 34,574 Aggregate preferred dividends - undeclared per share $ 1.4005 $ 1.8083 ________ (1) Undeclared aggregate preferred dividends as of September 30, 2022 includes the Series D Convertible Preferred Stock dividend for the quarter ended September 30, 2022. On October 3, 2022, subsequent to the period end, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. See discussion above. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Equity-based compensation expense is primarily recorded in “salaries and benefits expense” and REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” in our condensed consolidated statements of operations. The components of equity-based compensation expense for the three and nine months ended September 30, 2022 and 2021 are presented below by award type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity-based compensation Class 2 LTIP units and stock option amortization (1) $ 979 $ 552 $ 1,365 $ 2,101 Employee equity grant expense (2) 896 363 1,725 904 Director and other non-employee equity grants expense (3) 46 (5) 501 645 Total equity-based compensation $ 1,921 $ 910 $ 3,591 $ 3,650 Other equity-based compensation REIT equity-based compensation (4) $ 4,638 $ 5,499 $ 13,116 $ 13,676 $ 6,559 $ 6,409 $ 16,707 $ 17,326 ________ (1) As of September 30, 2022, the Company had approximately $319,000 of total unrecognized compensation expense related to Class 2 Long-Term Incentive Partnership Units (the “Class 2 LTIP Units”) that will be recognized over a weighted average period of 2.5 years. The three and nine month period ended September 30, 2022 includes total compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP units, respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP unit awards to December 2025. No other modifications were made to the original grant terms. (2) As of September 30, 2022, the Company had approximately $2.5 million of total unrecognized compensation expense related to restricted shares and LTIP units that will be recognized over a weighted average period of 1.7 years. In March 2022, approximately 39,000 Long-Term Incentive Plan units (the “LTIP units”) with a fair value of approximately $627,000 were issued to one of our executive officers as compensation. The LTIP units have a vesting period of three years. Each LTIP unit once vested can be converted by the holder into one common limited partnership unit of Ashford Holdings which can then be redeemed for cash or, at our election, settled in our common stock. (3) Grants of stock, restricted stock and stock units to independent directors and other non-employees are recorded at fair value based on the market price of our shares at grant date, and this amount is expensed in “general and administrative” expense. (4) REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” and is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to our officers and employees. |
Deferred Compensation Plan
Deferred Compensation Plan | 9 Months Ended |
Sep. 30, 2022 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation Plan | Deferred Compensation PlanWe administer a non-qualified deferred compensation plan (“DCP”) for certain executive officers and other employees which give the participants various investment options, including Ashford Inc. common stock, for measurement that can be changed by the participant at any time. These modifications resulted in the DCP obligation being recorded as a liability in accordance with the applicable authoritative accounting guidance. Distributions under the DCP for our executive officers are made in cash, unless the participant has elected Ashford Inc. common stock as the investment option, in which case any such distributions would be made in Ashford Inc. common stock. Additionally, the DCP obligation is carried at fair value with changes in fair value reflected in “salaries and benefits” in our condensed consolidated statements of operations and comprehensive income (loss). The following table summarizes the DCP activity (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Change in fair value Unrealized gain (loss) $ 78 $ 1,611 $ 567 $ (1,190) Distributions Fair value (1) $ — $ 13 $ — $ 39 Shares (1) — 1 — 3 ________ (1) Distributions made to one participant. As of September 30, 2022 and December 31, 2021, the carrying value of the DCP liability was $2.8 million and $3.3 million, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As an asset manager providing advisory services to Ashford Trust and Braemar, as well as holding an ownership interest in other businesses providing products and services to the hospitality industry, including Ashford Trust and Braemar, related party transactions are inherent in our business. Details of our related party transactions are presented below. Ashford Trust — We are party to the Second Amended and Restated Advisory Agreement with Ashford Trust. See note 3 for a description of the Second Amended and Restated Advisory Agreement. Premier is party to a master project management agreement with Ashford Trust OP and Ashford Trust TRS, a subsidiary of Ashford Trust OP, and certain of their affiliates to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Ashford Trust and Ashford Trust OP. Remington is party to a master hotel management agreement with Ashford Trust TRS and certain of its affiliates to provide hotel management services. Ashford Trust pays the Company a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met, and other general and administrative expense reimbursements. Ashford Trust pays the base fee and reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding week. Remington is also party to a mutual exclusivity agreement with Ashford Trust and Ashford Trust OP. On July 1, 2020, Lismore and Ashford Trust amended and restated the Ashford Trust Agreement with an effective date of April 6, 2020 to negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Ashford Trust’s hotels (the “Ashford Trust Agreement”). The Ashford Trust Agreement additionally allows for the Company to receive certain fees for refinancings performed within eight months after the Ashford Trust Agreement terminates. The Ashford Trust Agreement terminated effective April 6, 2022. For the three and nine months ended September 30, 2022, the Company recognized revenue of $125,000 and $2.4 million, respectively. For the three and nine months ended September 30, 2021, the Company recognized revenue of $2.3 million and $8.0 million, respectively. The nine month period ended September 30, 2021 includes a $1.1 million cumulative catch-up adjustment to revenue which was previously considered constrained. As of September 30, 2022 and December 31, 2021, the Company recorded $0 and $2.4 million, respectively, as deferred income. The deferred income related to the various Lismore fees described above was recognized over the 24 month term of the agreement on a straight line basis as the service was rendered, only to the extent it was probable that a significant reversal of revenue would not occur. Constraints relating to variable consideration were resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price was adjusted on a cumulative catch-up basis in the period a transaction or financing event closed. See the table below for details of the revenue recognized by the Company and note 3 for additional discussion of the related deferred income. The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees (1) $ 8,855 $ 7,254 $ 26,202 $ 21,762 Hotel management fees: Base management fees 6,230 5,024 17,805 12,874 Incentive management fees 1,376 1,416 4,080 3,017 Total hotel management fees revenue (2) 7,606 6,440 21,885 15,891 Design and construction fees revenue (3) 3,065 810 7,881 1,847 Other revenue Watersports, ferry and excursion services (5) 74 — 198 — Debt placement and related fees (6) 125 3,074 3,108 8,799 Claims management services (7) — 25 15 55 Other services (8) 342 440 1,018 1,232 Total other revenue 541 3,539 4,339 10,086 Cost reimbursement revenue 61,687 47,646 181,613 110,202 Total revenues $ 81,754 $ 65,689 $ 241,920 $ 159,788 REVENUES BY SEGMENT (9) REIT advisory $ 12,221 $ 11,454 $ 37,381 $ 33,212 Remington 66,888 49,369 189,375 113,549 Premier 5,593 1,351 13,073 2,994 INSPIRE 19 — 74 — RED 79 — 208 — OpenKey 29 29 93 89 Corporate and other (10) (3,075) 3,486 1,716 9,944 Total revenues $ 81,754 $ 65,689 $ 241,920 $ 159,788 COST OF REVENUES Cost of revenues for audio visual (4) $ 1,833 $ 945 $ 5,506 $ 1,641 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenue from guests at REIT properties (4) $ 4,267 $ 2,118 $ 12,903 $ 3,691 Watersports, ferry and excursion services revenue from guests at REIT properties (4) 71 89 135 300 ________ (1) Advisory fees earned from Ashford Trust during the three and nine months ended September 30, 2021, excluded $2.2 million and $5.5 million, respectively, of advisory fees that were deferred as a result of the $29.0 million annual Advisory Fee Cap. See note 3 for discussion of the advisory services revenue recognition policy. (2) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lessor of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management fees revenue recognition policy. (3) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (4) INSPIRE and RED primarily contract directly with customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our condensed consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (5) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Ashford Trust rather than contracting with third-party customers. (6) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (7) Claims management services include revenue earned from providing insurance claim assessment and administration services. (8) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Wellness. (9) See note 17 for discussion of segment reporting. (10) The Corporate and Other segment’s revenue in the three and nine months ended September 30, 2022 includes a re-allocation of $3.5 million of cost reimbursement revenue to Braemar which had previously been allocated to Ashford Trust. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. See discussion regarding Ashford Securities below. Braemar — We are also a party to an amended and restated advisory agreement with Braemar and its operating subsidiary Braemar OP. Premier is party to a master project management agreement with Braemar OP and Braemar TRS Corporation, a wholly owned subsidiary of Braemar OP, and certain of their affiliates to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP. Remington is party to a master hotel management agreement with Braemar TRS Corporation and certain of its affiliates to provide hotel management services. Braemar pays the Company a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met and other general and administrative expense reimbursements. Braemar pays the base fee and reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding week. Remington is also party to a mutual exclusivity agreement with Braemar and Braemar OP. On March 20, 2020, Lismore entered into an agreement with Braemar to negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels (the “Braemar Agreement”). The Braemar Agreement terminated effective March 20, 2021. For the three and nine months ended September 30, 2021, the Company recognized revenue of $0 and $853,000, respectively, related to the Braemar Agreement. The following table summarizes the revenues and expenses related to Braemar (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 3,269 $ 2,758 $ 9,435 $ 7,981 Other advisory revenue (1) 131 131 389 389 Total advisory services fees revenue 3,400 2,889 9,824 8,370 Hotel management fees: Base management fees 715 675 2,210 1,590 Incentive management fees 123 168 587 389 Total hotel management fees revenue (2) 838 843 2,797 1,979 Design and construction fees revenue (3) 2,387 508 5,352 1,129 Other revenue Watersports, ferry and excursion services (5) 574 517 1,848 1,744 Debt placement and related fees (6) — 150 190 1,003 Claims management services (7) — 3 1 6 Other services (8) 56 50 128 137 Total other revenue 630 720 2,167 2,890 Cost reimbursement revenue 19,404 9,314 42,523 20,539 Total revenues $ 26,659 $ 14,274 $ 62,663 $ 34,907 REVENUES BY SEGMENT (9) REIT advisory $ 7,830 $ 6,480 $ 21,285 $ 16,539 Remington 6,964 5,418 21,157 12,057 Premier 3,080 794 7,231 1,667 INSPIRE 19 — 60 — RED 577 517 1,855 1,744 OpenKey 9 10 28 29 Corporate and other (10) 8,180 1,055 11,047 2,871 Total revenues $ 26,659 $ 14,274 $ 62,663 $ 34,907 COST OF REVENUES (4) Cost of revenues for audio visual $ 1,081 $ 402 $ 2,837 $ 501 Other 272 98 717 314 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 2,549 $ 856 $ 6,858 $ 1,069 Watersports, ferry and excursion services revenue from guests at REIT properties (4) 458 341 1,669 1,076 ________ (1) In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10-year initial term. (2) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lessor of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management fees revenue recognition policy. (3) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (4) INSPIRE and RED primarily contract directly with third-party customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (5) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Braemar rather than contracting with third-party customers. (6) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (7) Claims management services include revenue earned from providing insurance claim assessment and administration services. (8) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey and Pure Wellness. (9) See note 17 for discussion of segment reporting. (10) The Corporate and Other segment’s revenue in the three and nine months ended September 30, 2022 includes a re-allocation of $3.5 million of cost reimbursement revenue to Braemar which had previously been allocated to Ashford Trust. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. See discussion regarding Ashford Securities below. ERFP Commitments — On June 26, 2018, the Company entered into the Ashford Trust ERFP Agreement with Ashford Trust. The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. On January 15, 2019, the Company entered into the Braemar ERFP Agreement (collectively with the Ashford Trust ERFP Agreement, the “ERFP Agreements”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the ERFP Agreements, the Company agreed to provide $50 million (each, an “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company paid each REIT 10% of each acquired hotel’s purchase price in exchange for furniture, fixtures and equipment (“FF&E”) at a property owned by such REIT, which were subsequently leased by us to such REIT rent-free. Each of the REITs must provide reasonable advance notice to the Company to request ERFP funds in accordance with the respective ERFP Agreement. The ERFP Agreements required that the Company acquire the related FF&E either at the time of the property acquisition or at any time generally within two years of the respective REITs’ acquisition of the hotel property. The Company recognized the related depreciation tax deduction at the time such FF&E was purchased by the Company and placed into service at the respective REIT’s hotel properties. However, the timing of the FF&E purchased and placed into service was subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. In the first quarter of 2021, Ashford Trust purchased FF&E from the Company at the fair market value of $82,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recorded a loss on sale of the FF&E of $107,000 which is included within “other” operating expense in our condensed consolidated statements of operations. Additionally, on January 20, 2021, Ashford Trust sold the Le Meridien hotel in Minneapolis, Minnesota. The hotel contained FF&E with a net book value of $399,000 which was owned by the Company and leased to Ashford Trust rent-free pursuant to the Ashford Trust ERFP Agreement. The Company recorded a loss on disposal of FF&E of $271,000 within “other” operating expense in our condensed consolidated statements of operations. Pursuant to the agreement, Ashford Trust provided replacement FF&E to the Company in the third quarter of 2021 equal to the fair market value of the sold FF&E with a fair market value of $128,000, which was subsequently leased back to Ashford Trust rent-free. On April 20, 2021, the Company received written notice from Ashford Trust of Ashford Trust’s intention not to renew the Ashford Trust ERFP Agreement. As a result, the Ashford Trust ERFP Agreement terminated in accordance with its terms on June 26, 2021. The expiration of the Ashford Trust ERFP Agreement has no impact on the Extension Agreement, which continues in full force and effect in accordance with its terms. See note 10. During the second quarter of 2021, the Company purchased $1.6 million of FF&E from Braemar. The Company set-off the purchased FF&E against a $1.6 million outstanding receivable previously incurred by Braemar. The FF&E purchased by the Company was subsequently leased back to Braemar rent-free. In the second quarter of 2021, Braemar purchased FF&E from the Company at the fair market value of $144,000 upon expiration of the underlying leases of the FF&E under the Braemar ERFP Agreement. The Company recorded a loss on sale of the FF&E of $267,000 which is included within “other” operating expense in our condensed consolidated statements of operations. On November 8, 2021, the Company delivered written notice to Braemar of the Company’s intention not to renew the Braemar ERFP Agreement. As a result, the Braemar ERFP Agreement terminated in accordance with its terms on January 15, 2022. In the first quarter of 2022, Ashford Trust purchased FF&E with a net book value of $1.1 million from the Company at the fair market value of $406,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement (which continues to survive following the termination of such agreement). The Company recorded a loss on sale of the FF&E of $706,000 which is included within “other” operating expense in our condensed consolidated statement of operations. Ashford Securities — On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by the Company, Ashford Trust and Braemar with respect to expenses to be reimbursed by Ashford Securities. Beginning on the effective date of the Amended and Restated Contribution Agreement, costs to fund the operations of Ashford Securities were allocated based upon an allocation percentage of 50% to the Company, 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023, there will be an amended and restated true up (the “Amended and Restated True-Up Date”) among the Company, Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by the Company, Ashford Trust and Braemar, respectively, through Ashford Securities. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among the Company, Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. On January 27, 2022, the Company entered into a Second Amended and Restated Contribution Agreement with Ashford Trust and Braemar which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 10% to the Company, 45% to Ashford Trust, and 45% to Braemar. As of September 30, 2022, Ashford Trust and Braemar have funded approximately $5.6 million and $5.1 million, respectively. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital that will be raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. Prior to September 30, 2022, sufficient information was not available to estimate the actual capital which will be raised by each Company on the Amended and Restated True-Up Date. Based upon management’s estimate as of September 30, 2022, the three and nine months ended September 30, 2022 included a re-allocation of $3.5 million of cost reimbursement revenue and reimbursed expenses to Braemar which had previously been allocated to Ashford Trust and a re-allocation of $1.3 million of cost reimbursement revenue and reimbursed expenses to Braemar which had previously been allocated to the Company and eliminated upon consolidation. The Company recognized a reduction to cost reimbursement revenue of $3.5 million and $2.3 million from Ashford Trust for the three and nine months ended September 30, 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $8.1 million and $10.8 million of cost reimbursement revenue from Braemar for the three and nine months ended September 30, 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $864,000 and $1.8 million of cost reimbursement revenue from Braemar for the three and nine months ended September 30, 2021, respectively, in our condensed consolidated statements of operations. Cost reimbursement revenue for the three and nine months ended September 30, 2022 includes $2.6 million and $3.8 million of dealer manager fees earned by Ashford Securities for the placement of Braemar’s non-listed preferred equity offerings. Other Related Party Transactions — The Company leases office space from Remington Hotel Corporation (“RHC”), an affiliate owned by the Bennetts, at our corporate headquarters in Dallas, Texas. For the three and nine months ended September 30, 2022, we recorded $818,000 and $2.5 million, respectively, in rent expense related to our corporate office lease with RHC. For the three and nine months ended September 30, 2021, we recorded $838,000 and $2.5 million, respectively, in rent expense related to our corporate office lease with RHC. Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets. See note 2. Ashford Trust held a 15.06% and 16.65% noncontrolling interest in OpenKey as of September 30, 2022 and December 31, 2021, respectively, and Braemar held a 7.92% and 7.77% noncontrolling interest in OpenKey as of September 30, 2022 and December 31, 2021. For the three and nine months ended September 30, 2022, Braemar invested $164,000 and $327,000, respectively, in OpenKey . In the third quarter of 2022, |
Income (Loss) Per Share
Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Income (Loss) Per Share The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (989) $ (163) $ 5,441 $ (14,057) Less: Dividends on preferred stock, declared and undeclared (1) (9,029) (8,762) (27,422) (26,001) Less: Amortization of preferred stock discount — (306) — (933) Undistributed net income (loss) allocated to common stockholders (10,018) (9,231) (21,981) (40,991) Distributed and undistributed net income (loss) - basic $ (10,018) $ (9,231) $ (21,981) $ (40,991) Effect of deferred compensation plan — (1,611) (620) — Distributed and undistributed net income (loss) - diluted $ (10,018) $ (10,842) $ (22,601) $ (40,991) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,960 2,785 2,895 2,746 Effect of deferred compensation plan shares — 197 65 — Weighted average common shares outstanding – diluted 2,960 2,982 2,960 2,746 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (3.38) $ (3.31) $ (7.59) $ (14.93) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (3.38) $ (3.64) $ (7.64) $ (14.93) ________ (1) Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note 12. Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ 158 $ (13) $ 290 $ (56) Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock — — — (152) Dividends on preferred stock, declared and undeclared 9,029 8,762 27,422 26,001 Amortization of preferred stock discount — 306 — 933 Total $ 9,187 $ 9,055 $ 27,712 $ 26,726 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 82 160 87 101 Effect of assumed conversion of Ashford Holdings units 89 4 56 4 Effect of incremental subsidiary shares 125 140 116 152 Effect of assumed conversion of preferred stock 4,258 4,284 4,289 4,246 Total 4,554 4,588 4,548 4,503 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Our operating segments include: (a) REIT Advisory, which provides asset management and advisory services to other entities; (b) Remington, which provides hotel management services; (c) Premier, which provides comprehensive and cost-effective design, development, architectural, and project management services; (d) INSPIRE, which provides event technology and creative communications solutions services; (e) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms; (f) RED, a provider of watersports activities and other travel and transportation services; (g) Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia; and (h) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality and commercial office industry. For 2022, Premier, OpenKey, RED, Marietta and Pure Wellness do not meet the aggregation criteria or the quantitative thresholds to individually qualify as reportable segments. However, we have elected to disclose Premier, RED and OpenKey as reportable segments. Accordingly, we have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Marietta and Pure Wellness into an “all other” seventh reportable segment, which we refer to as “Corporate and Other.” See footnote 3 for details of our segments’ material revenue generating activities. Our chief operating decision maker’s (“CODM”) primary measure of segment profitability is net income. Our CODM currently reviews assets at the consolidated level and does not currently review segment assets to make key decisions on resource allocations. Since such asset information by segment is not reviewed by our CODM, segment assets are not available for disclosure. Certain information concerning our segments for the three and nine months ended September 30, 2022 and 2021 are presented in the following tables (in thousands). Consolidated subsidiaries are reflected as of their respective acquisition dates or as of the date we were determined to be the primary beneficiary of variable interest entities. Three Months Ended September 30, 2022 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 12,255 $ — $ — $ — $ — $ — $ — $ 12,255 Hotel management — 12,876 — — — — — 12,876 Design and construction fees — — 6,276 — — — — 6,276 Audio visual — — — 26,159 — — — 26,159 Other — — — — 6,608 389 3,394 10,391 Cost reimbursement revenue (1) 7,798 80,880 3,306 38 8 — 4,621 96,651 Total revenues 20,053 93,756 9,582 26,197 6,616 389 8,015 164,608 EXPENSES Depreciation and amortization 853 3,288 2,978 418 175 3 381 8,096 Other operating expenses (2) — 6,971 3,071 25,571 5,895 1,362 14,271 57,141 Reimbursed expenses (1) 7,723 80,880 3,306 38 8 — 4,621 96,576 Total operating expenses 8,576 91,139 9,355 26,027 6,078 1,365 19,273 161,813 OPERATING INCOME (LOSS) 11,477 2,617 227 170 538 (976) (11,258) 2,795 Equity in earnings (loss) of unconsolidated entities — — — — — — (147) (147) Interest expense — — — (345) (195) — (2,426) (2,966) Amortization of loan costs — — — (23) (10) — (186) (219) Interest income — 38 — — — — 38 76 Realized gain (loss) on investments — (3) — — — — — (3) Other income (expense) — 18 — (91) (1) — 52 (22) INCOME (LOSS) BEFORE INCOME TAXES 11,477 2,670 227 (289) 332 (976) (13,927) (486) Income tax (expense) benefit (2,849) (256) (112) 53 192 — 2,355 (617) NET INCOME (LOSS) $ 8,628 $ 2,414 $ 115 $ (236) $ 524 $ (976) $ (11,572) $ (1,103) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $3.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. Nine Months Ended September 30, 2022 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 36,026 $ — $ — $ — $ — $ — $ — $ 36,026 Hotel management fees — 33,474 — — — — — 33,474 Design and construction fees — — 15,538 — — — — 15,538 Audio visual — — — 87,101 — — — 87,101 Other 16 181 — — 20,337 1,180 12,188 33,902 Cost reimbursement revenue (1) 22,626 221,407 7,355 134 17 4 8,436 259,979 Total revenues 58,668 255,062 22,893 87,235 20,354 1,184 20,624 466,020 EXPENSES Depreciation and amortization 2,558 9,107 8,914 1,358 501 9 1,293 23,740 Other operating expenses (2) 706 17,216 9,787 76,377 16,633 4,024 39,792 164,535 Reimbursed expenses (1) 22,312 221,407 7,355 134 17 4 8,436 259,665 Total operating expenses 25,576 247,730 26,056 77,869 17,151 4,037 49,521 447,940 OPERATING INCOME (LOSS) 33,092 7,332 (3,163) 9,366 3,203 (2,853) (28,897) 18,080 Equity in earnings (loss) of unconsolidated entities — — — — — — 110 110 Interest expense — — — (860) (537) — (5,384) (6,781) Amortization of loan costs — — — (93) (41) — (390) (524) Interest income — 145 — — — — 50 195 Realized gain (loss) on investments — (74) — — — — — (74) Other income (expense) — 18 — (95) (41) 4 (20) (134) INCOME (LOSS) BEFORE INCOME TAXES 33,092 7,421 (3,163) 8,318 2,584 (2,849) (34,531) 10,872 Income tax (expense) benefit (8,196) (251) (678) (3,318) (680) — 7,152 (5,971) NET INCOME (LOSS) $ 24,896 $ 7,170 $ (3,841) $ 5,000 $ 1,904 $ (2,849) $ (27,379) $ 4,901 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $9.6 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. Three Months Ended September 30, 2021 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 10,143 $ — $ — $ — $ — $ — $ — $ 10,143 Hotel management fees — 7,750 — — — — — 7,750 Design and construction fees — — 2,202 — — — — 2,202 Audio visual — — — 15,108 — — — 15,108 Other 28 — — — 6,738 505 5,833 13,104 Cost reimbursement revenue (1) 7,765 50,405 845 — — — 864 59,879 Total revenues 17,936 58,155 3,047 15,108 6,738 505 6,697 108,186 EXPENSES Depreciation and amortization 980 3,036 3,058 471 106 4 401 8,056 Impairment — — — 1,160 — — — 1,160 Other operating expenses (2) 26 3,748 2,250 14,819 5,195 1,373 11,110 38,521 Reimbursed expenses (1) 7,708 50,405 845 — — — 864 59,822 Total operating expenses 8,714 57,189 6,153 16,450 5,301 1,377 12,375 107,559 OPERATING INCOME (LOSS) 9,222 966 (3,106) (1,342) 1,437 (872) (5,678) 627 Equity in earnings (loss) of unconsolidated entities — 15 — — — — (3) 12 Interest expense — — — (222) (164) — (904) (1,290) Amortization of loan costs — — — (43) (13) — (22) (78) Interest income — 72 — — — — — 72 Realized gain (loss) on investments — 370 — — — — 370 Other income (expense) — 9 — 81 (61) — — 29 INCOME (LOSS) BEFORE INCOME TAXES 9,222 1,432 (3,106) (1,526) 1,199 (872) (6,607) (258) Income tax (expense) benefit (2,011) (469) 728 350 (377) — 1,681 (98) NET INCOME (LOSS) $ 7,211 $ 963 $ (2,378) $ (1,176) $ 822 $ (872) $ (4,926) $ (356) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $2.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses Nine Months Ended September 30, 2021 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 30,132 $ — $ — $ — $ — $ — $ — $ 30,132 Hotel management fees — 18,737 — — — — — 18,737 Design and construction fees — — 5,611 — — — — 5,611 Audio visual — — — 28,170 — — — 28,170 Other 61 20 — — 18,159 1,436 16,223 35,899 Cost reimbursement revenue (1) 19,556 114,290 1,810 — — — 1,761 137,417 Total revenues 49,749 133,047 7,421 28,170 18,159 1,436 17,984 255,966 EXPENSES Depreciation and amortization 3,053 9,104 9,171 1,408 291 12 1,415 24,454 Impairment — — — 1,160 — — — 1,160 Other operating expenses (2) 645 10,370 6,203 31,664 13,540 3,934 38,900 105,256 Reimbursed expenses (1) 19,293 114,290 1,810 — — — 1,761 137,154 Total operating expenses 22,991 133,764 17,184 34,232 13,831 3,946 42,076 268,024 OPERATING INCOME (LOSS) 26,758 (717) (9,763) (6,062) 4,328 (2,510) (24,092) (12,058) Equity in earnings (loss) of unconsolidated entities — (139) — — — — (21) (160) Interest expense — — — (635) (465) — (2,745) (3,845) Amortization of loan costs — — — (87) (24) — (98) (209) Interest income — 205 — — — — 2 207 Realized gain (loss) on investments — (3) — — — — — (3) Other income (expense) — 10 — (26) (224) (1) (15) (256) INCOME (LOSS) BEFORE INCOME TAXES 26,758 (644) (9,763) (6,810) 3,615 (2,511) (26,969) (16,324) Income tax (expense) benefit (6,144) (1,132) 2,048 1,427 (1,171) — 6,522 1,550 NET INCOME (LOSS) $ 20,614 $ (1,776) $ (7,715) $ (5,383) $ 2,444 $ (2,511) $ (20,447) $ (14,774) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $6.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation —The accompanying historical unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All intercompany accounts and transactions between these entities have been eliminated in these historical condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our 2021 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022. Cost reimbursement revenue and reimbursed expenses for the three and nine months ended September 30, 2021 were restated as previously disclosed in the restated condensed consolidated statement of operations for the three and nine months ended September 30, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The restatement related to Remington’s recognition of cost reimbursement revenue and reimbursed expenses for certain insurance costs and the timing of recognition of cost reimbursement revenue and reimbursed expenses for hotel management related salaries and benefits costs that are reimbursed from hotel owners, resulting in a $5.8 million and $1.3 million increase in cost reimbursement revenue and reimbursed expenses for the three and nine months ended September 30, 2021, respectively. These costs are reported gross in the Company’s condensed consolidated statements of operations in cost reimbursement revenue with an offsetting amount reported in reimbursed expenses. The condensed consolidated balance sheet and statement of equity (deficit) as of September 30, 2022 include a correction of an immaterial error which resulted in $639,000 of cumulative unrealized losses on available-for-sale common shares of Ashford Trust and Braemar held by Remington being reclassified from accumulated other comprehensive income to accumulated deficit. Beginning January 1, 2022, unrealized gains and losses on available-for-sale common shares are recorded in other income (expense) in the Company’s condensed consolidated statements of operations. A variable interest entity (“VIE”) must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires significant judgment. |
Investments in Unconsolidated Entities | Investments in Unconsolidated Entities—We hold “investments in unconsolidated entities” in our condensed consolidated balance sheets, which are considered to be variable interests and voting interests in the underlying entities. Certain of our investments in variable interests are not consolidated because we have determined that we are not the primary beneficiary. Certain other investments are not consolidated as the underlying entity does not meet the definition of a VIE and we do not control more than 50% of the voting interests. We review our “investments in unconsolidated entities” for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. |
Use of Estimates | Use of Estimates—The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Acquisitions | Acquisitions —We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target’s primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in our consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill. If our investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill. |
Cash and Cash Equivalents | Cash and Cash Equivalents—Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase. |
Accounts Receivable | Accounts Receivable—Accounts receivable consists primarily of receivables from customers of audio visual services. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is recorded based on management’s judgment regarding our ability to collect as well as the age of the receivables. Accounts receivable are written off when they are deemed uncollectible. |
Property and Equipment, net | Property and Equipment, net—Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We record property and equipment at cost. |
Other Liabilities | Other Liabilities—As of September 30, 2022 and December 31, 2021, other current liabilities included reserves in the amount of $25.6 million and $24.6 million, respectively, related primarily to Ashford Trust and Braemar properties’ insurance claims and related fees. The liability for casualty insurance claims and related fees is established based upon an analysis of historical data and actuarial estimates. We record the related funds received from Ashford Trust and Braemar in “restricted cash” in our condensed consolidated balance sheets. |
Income Taxes | Income Taxes —We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes, Mexico and Dominican Republic income taxes and U.S. Virgin Islands taxes. In accordance with authoritative accounting guidance, we account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between our consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our portfolio companies file income tax returns in the U.S. federal jurisdiction and various states and cities, beginning in 2017, in Mexico and the Dominican Republic and, beginning in 2018, in the U.S. Virgin Islands. Tax years 2017 through 2021 remain subject to potential examination by certain federal and state taxing authorities. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to our business. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. The CARES Act did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. The Company filed a claim to carryback the 2018 tax net operating loss to a prior year as provided for by the CARES Act. The Company received the carryback amount of $1.0 million in March of 2021. |
Recently Adopted and Recently Issued Accounting Standards | Recently Issued Accounting Standards —In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”). ASU 2019-10 revised the mandatory adoption date for public business entities that meet the definition of a smaller reporting company to be effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact ASU 2016-13 and ASU 2019-10 may have on our condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company continues to evaluate whether the adoption of ASU 2020-06 will have any impact on the Company’s financial statements. The Company currently does not expect the adoption of ASU 2020-06 will have a material impact on the Company’s condensed consolidated financial statements and related disclosures. |
Revenue Recognition | Revenue Recognition —Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation In determining the transaction price, we include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The following provides detailed information on the recognition of our revenues from contracts with customers: Advisory Services Fees Revenue Advisory services fees revenue is reported within our REIT Advisory segment and primarily consists of advisory fees that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees. For Ashford Trust, from January 1, 2021 through January 14, 2021, the base fee ranged from 0.50% to 0.70% per annum of the total market capitalization ranging from greater than $10.0 billion to less than $6.0 billion plus the Net Asset Fee Adjustment (as defined in the Amended and Restated Advisory Agreement with Ashford Trust, dated June 10, 2015, as amended), subject to certain minimums. On January 14, 2021, the Company entered into the Second Amended and Restated Advisory Agreement with Ashford Trust. The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement to, among other things, fix the percentage used to calculate the base fee thereunder at 0.70% per annum. On January 15, 2021, Ashford Trust and Ashford Trust OP entered into a Credit Agreement (as amended, the “Oaktree Credit Agreement”) with certain funds and accounts managed by Oaktree Capital Management L.P. (“Oaktree”). In connection with the transactions contemplated by the Oaktree Credit Agreement, on January 15, 2021, the Company and certain of its affiliates entered into a Subordination and Non-Disturbance Agreement (the “SNDA”) with Ashford Trust, Ashford Trust OP, Ashford Trust TRS and Oaktree pursuant to which the Company agreed to subordinate to the prior repayment in full of all obligations under the Oaktree Credit Agreement, (1) prior to the later of (i) the second anniversary of the Oaktree Credit Agreement and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019 (the “Advisory Fee Cap”); (2) any termination fee or liquidated damages amounts under the Second Amended and Restated Advisory Agreement, or any amount owed under any enhanced return funding program in connection with the termination of the Second Amended and Restated Advisory Agreement or sale or foreclosure of assets financed thereunder; and (3) any payments to Lismore Capital II LLC, an indirect consolidated subsidiary of the Company (“Lismore”), in connection with the transactions contemplated by the Oaktree Credit Agreement. Prior to the fourth quarter of 2021, advisory fees under the Second Amended and Restated Advisory Agreement earned from Ashford Trust in 2021 in excess of the Advisory Fee Cap were a form of variable consideration that were constrained and deferred until such fees were probable of not being subject to significant reversal. The Advisory Fee Cap is approximately $29.0 million each year as stated in the Oaktree Credit Agreement. As a result, base advisory fee revenue was recognized each month equal to the lesser of (1) base fees calculated as described above based on Ashford Trust’s market capitalization or (2) 1/12th of $29.0 million. On October 12, 2021, Ashford Trust and Ashford Trust OP entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”) with Oaktree. Amendment No. 1, subject to the conditions set forth therein, among other things, suspended Ashford Trust’s obligation to subordinate fees due under the Second Amended and Restated Advisory Agreement if at any point there is no accrued interest outstanding or any accrued dividends on any of Ashford Trust’s preferred stock and Ashford Trust has sufficient unrestricted cash to repay in full all outstanding loans under the Oaktree Credit Agreement. In the fourth quarter of 2021, Ashford Trust met the requirements to suspend its obligation to subordinate fees due under the Second Amended and Restated Advisory Agreement and paid the Company $7.2 million for advisory fees that had been deferred in 2021 as a result of the Advisory Fee Cap. The $7.2 million payment was recorded as revenue in “advisory services fees” in the fourth quarter of 2021 in our consolidated statements of operations for the year ended December 31, 2021. Based upon Ashford Trust’s ability to meet the requirements stated in Amendment No. 1, the Company has concluded that base fees from our Second Amended and Restated Advisory Agreement with Ashford Trust which exceed the Advisory Fee Cap are no longer probable of being subject to significant reversal and will be recorded within “advisory services fees” in our condensed consolidated statements of operations based upon the fees calculated from Ashford Trust’s market capitalization as described above. For Braemar, the base fee is paid monthly and is fixed at 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our Fifth Amended and Restated Advisory Agreement with Braemar, as amended, subject to certain minimums. Incentive advisory fees are measured annually in each year that Ashford Trust’s and/or Braemar’s annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the Fixed Charge Coverage Ratio Condition (the “FCCR Condition”), as defined in the respective advisory agreements. Incentive advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition, which relates to the ratio of adjusted EBITDA to fixed charges for Ashford Trust or Braemar, as applicable. Incentive advisory fees are a form of variable consideration and therefore must be (i) deferred until such fees are probable of not being subject to significant reversal, and (ii) tied to a performance obligation in the contract with the customer so that revenue recognition depicts the transfer of the related advisory services to the customer. Accordingly, the Company does not record incentive advisory fee revenue in interim periods prior to the fourth quarter of the year in which the incentive fee is measured. The first year installment of incentive advisory fees will generally be recognized only upon measurement in the fourth quarter of the first year of the three year period. The second and third year installments of incentive advisory fees are recognized as revenue on a pro-rata basis each quarter subject to meeting the FCCR Condition. Ashford Trust and Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021, 2020 and 2019 measurement periods. Hotel Management Fees Revenue Hotel management fees revenue is reported within our Remington segment and primarily consists of base management fees, incentive management fees and other management fees. Base management fees, incentive management fees and other management fees are recognized when services have been rendered. For hotels owned by Ashford Trust and Braemar, Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, pursuant to Remington’s hotel management agreements, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington additionally receives an incentive management fee for hotels owned by Ashford Trust and Braemar equal to the lesser of 1% of each hotel’s annual gross revenue or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. The base management fees and incentive management fees that Remington receives for third-party owned hotels vary by property. Other management fees include fixed monthly accounting and revenue management fees for managing hotel employees and the daily operations of the hotels. Design and Construction Fees Revenue Design and construction fees revenue (formerly called project management revenue) primarily consists of revenue generated by our subsidiary, Premier Project Management LLC (“Premier”). Premier provides design and construction management services, capital improvements, refurbishment, project management, and other services such as purchasing, interior design, architectural services and freight management at properties. Premier receives fees for these services and recognizes revenue over time as services are provided to the customer. Audio Visual Revenue Audio visual revenue primarily consists of revenue generated within our INSPIRE segment by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers. Revenue is recognized in the period in which services are provided pursuant to the terms of the contractual arrangements with our customers. We also evaluate whether it is appropriate to present: (i) the gross amount that our customers pay for our services as revenue, and the related commissions paid to the venue as cost of revenue; or (ii) the net amount (gross revenue less the related commissions paid to the venue) as revenue. We are responsible for the delivery of the services, including providing the necessary labor and equipment to perform the services. We are generally subject to inventory risk, have latitude in establishing prices and selecting suppliers and, while in many cases the venue bills the end customer on our behalf, we bear the risk of collection from the customer. The venues’ commissions are not dependent on collections. As a result, our revenue is primarily reported on a gross basis. Cost of revenues for audio visual principally includes commissions paid to venues, direct labor costs, the cost of equipment sub-rentals, depreciation of equipment, amortization of signing bonuses, as well as other costs such as supplies, freight, travel and other overhead from our venue and customer facing operations and any losses on equipment disposal. Other Revenue Other revenue includes revenue provided by certain of our products and service businesses, including RED. RED’s revenue is primarily generated through the provision of watersports activities and ferry and excursion services. The revenue is recognized as services are provided based on contractual customer rates. Debt placement and related fees include revenue earned from providing placement, modifications, forbearances or refinancing of certain mortgage debt by Lismore. For certain agreements, the fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan is closed. For other agreements, deferred income related to the various Lismore fees will be recognized over the term of the agreement on a straight line basis as the service is rendered, only to the extent it is probable that a significant reversal of revenue will not occur. Constraints relating to variable consideration are resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price will be adjusted on a cumulative catch-up basis in the period a transaction or financing event closes. Cost Reimbursement Revenue Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar (as defined below), we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust and Braemar, with no added mark-up. These costs primarily consist of expenses related to Ashford Securities (as defined below), overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements. We record cost reimbursement revenue for equity grants of Ashford Trust and Braemar common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Under our project management agreements and hotel management agreements, we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust, Braemar and other hotel owners, with no added mark-up. Design and construction costs primarily consist of costs for accounting, overhead and project manager services. Hotel management costs primarily consist of the properties’ payroll, payroll taxes and benefits related expenses at managed properties where we are the employer of the employees at the properties as provided for in our contracts with Ashford Trust, Braemar and other hotel owners. We recognize revenue within “cost reimbursement revenue” in our condensed consolidated statements of operations when the amounts may be billed to Ashford Trust, Braemar and other hotel owners, and we recognize expenses within “reimbursed expenses” in our condensed consolidated statements of operations as they are incurred. This pattern of recognition results in temporary timing differences between the costs incurred for centralized software programs and the related reimbursements we receive from Ashford Trust and Braemar in our operating and net income. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Certain of our consolidated entities enter into contracts with customers that contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our consolidated entities’ overall pricing objectives taking into consideration market conditions and other factors, including the customer and the nature and value of the performance obligations within the applicable contracts. Practical Expedients and Exemptions We do not disclose the amount of variable consideration that we expect to recognize in future periods in the following circumstances: (1) if we recognize the revenue based on the amount invoiced or services performed; (2) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a specific outcome from transferring the service. Deferred Income and Contract Balances Deferred income primarily consists of customer billings in advance of revenue being recognized from our advisory agreements and other products and services contracts. Generally, deferred income that will be recognized within the next 12 months is recorded as current deferred income and the remaining portion is recorded as noncurrent. The change in the deferred income balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred income balance at the beginning of the period. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Noncontrolling Interest | The following tables present information about noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.87 % 76.79 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.13 % — % — % Noncontrolling interests in consolidated entities — % 23.21 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 1,732 n/a n/a Redemption value adjustment, year-to-date 16 n/a n/a Redemption value adjustment, cumulative 597 n/a n/a Carrying value of noncontrolling interests n/a 601 (29) Assets, available only to settle subsidiary’s obligations (5) n/a 3,140 1,178 Liabilities (6) n/a 669 1,541 Revolving credit facility (6) n/a — 150 December 31, 2021 Ashford OpenKey (3) Pure (4) Ashford Inc. ownership interest 99.87 % 75.38 % 70.00 % Redeemable noncontrolling interests (1) (2) 0.13 % — % — % Noncontrolling interests in consolidated entities — % 24.62 % 30.00 % 100.00 % 100.00 % 100.00 % Carrying value of redeemable noncontrolling interests $ 69 n/a n/a Redemption value adjustment, year-to-date 96 n/a n/a Redemption value adjustment, cumulative 581 n/a n/a Carrying value of noncontrolling interests n/a 479 159 Assets, available only to settle subsidiary’s obligations (5) n/a 2,533 1,779 Liabilities (6) n/a 424 1,643 Revolving credit facility (6) n/a — 100 ________ (1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value. (2) Redeemable noncontrolling interests in Ashford Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest. (3) Represents ownership interests in OpenKey, Inc. (“OpenKey”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. See note 6. (4) Represents ownership interests in PRE Opco, LLC (“Pure Wellness”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality and commercial office industry. See note 11. (5) Total assets consist primarily of cash and cash equivalents, property and equipment, intangibles and other assets that can only be used to settle the subsidiaries’ obligations. (6) Liabilities consist primarily of accounts payable, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. See note 6. |
Investments in Unconsolidated Entities | September 30, 2022 December 31, 2021 Carrying value of the investment in REA Holdings $ 2,791 $ 2,831 Ownership interest in REA Holdings 30 % 30 % The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity in earnings (loss) in unconsolidated entities REA Holdings $ (147) $ (3) $ 110 $ (21) |
Restricted Cash | Restricted cash was comprised of the following (in thousands): September 30, 2022 December 31, 2021 REIT Advisory: Insurance claim reserves (1) $ 25,616 $ 24,588 Remington: Managed hotel properties’ reserves (2) 9,584 6,923 Insurance claim reserves (3) 859 1,312 Total Remington restricted cash 10,443 8,235 INSPIRE: Debt service related operating reserves (4) — 1,000 Marietta: Capital improvement reserves (5) 255 255 Restricted cash held in escrow (6) 800 800 Total Marietta restricted cash 1,055 1,055 Total restricted cash $ 37,114 $ 34,878 ________ (1) Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets. (2) Cash received from hotel properties managed by Remington is used to pay certain centralized operating expenses as well as hotel employee bonuses. The liability related to the restricted cash balance for centralized billing is primarily included as a payable which is presented net within “due from Ashford Trust” and “due from Braemar” in our condensed consolidated balance sheets. The liability related to the restricted cash balance for hotel employee bonuses is included in “accounts payable and accrued expenses” in our condensed consolidated balance sheets. (3) Cash reserves for health insurance claims are collected primarily from Remington’s managed properties as well as certain of Ashford Inc.’s other subsidiaries to cover employee health insurance claims. The liability related to this restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets. (4) Our subsidiary, Inspire Event Technologies Holdings, LLC (“INSPIRE”), provides event technology and creative communications solutions services. On June 27, 2022, INSPIRE’s credit agreement was amended to remove the previous requirement for INSPIRE to maintain an operating reserve account of $1.0 million to service interest expense and projected operating costs. See note 6. (5) Includes cash reserves for capital improvements associated with renovations at the hotel leased by our consolidated subsidiary, Marietta Leasehold LP (“Marietta”), which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia. The liability related to the restricted cash balance for the hotel’s renovations are included in “accounts payable and accrued expenses” in our condensed consolidated balance sheets. (6) Restricted cash is held in escrow in accordance with the Marietta lease agreement. The cash held in escrow is funded from hotel cash flows and may only be used for repairs and maintenance or capital improvements at the property. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Income Activity | The following tables summarize our consolidated deferred income activity (in thousands): Deferred Income 2022 2021 Balance as of June 30 $ 8,680 $ 19,663 Increases to deferred income 2,458 5,154 Recognition of revenue (1) (3,175) (5,335) Balance as of September 30 $ 7,963 $ 19,482 ________ (1) Deferred income recognized in the three months ended September 30, 2022 includes (a) $371,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $535,000 of audio visual revenue, and (c) $1.6 million of “other services” revenue earned by our products and services companies. Deferred income recognized in the three months ended September 30, 2021 includes (a) $512,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $296,000 of audio visual revenue, (c) $2.3 million of other revenue related to the Ashford Trust Agreement with Lismore (see note 15), and (d) $2.2 million of “other services” revenue earned by our products and services companies, excluding Lismore. Deferred Income 2022 2021 Balance as of January 1 $ 10,905 $ 21,359 Increases to deferred income 8,247 15,373 Recognition of revenue (1) (11,189) (17,250) Balance as of September 30 $ 7,963 $ 19,482 ________ |
Disaggregation of Revenue | Our revenues were comprised of the following for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Advisory services fees: Base advisory fees $ 12,124 $ 10,012 $ 35,637 $ 29,743 Other advisory revenue 131 131 389 389 Total advisory services fees revenue 12,255 10,143 36,026 30,132 Hotel management fees: Base fees 9,285 6,166 24,943 15,331 Incentive fees 2,242 1,584 6,113 3,406 Other management fees 1,349 — 2,418 — Total hotel management fees revenue 12,876 7,750 33,474 18,737 Design and construction fees revenue 6,276 2,202 15,538 5,611 Audio visual revenue 26,159 15,108 87,101 28,170 Other revenue: Watersports, ferry and excursion services (1) 6,608 6,738 20,337 18,159 Debt placement and related fees (2) 125 3,224 3,298 9,802 Claims management services — 28 16 61 Other services (3) 3,658 3,114 10,251 7,877 Total other revenue 10,391 13,104 33,902 35,899 Cost reimbursement revenue 96,651 59,879 259,979 137,417 Total revenues $ 164,608 $ 108,186 $ 466,020 $ 255,966 REVENUES BY SEGMENT (4) REIT advisory $ 20,053 $ 17,936 $ 58,668 $ 49,749 Remington 93,756 58,155 255,062 133,047 Premier 9,582 3,047 22,893 7,421 INSPIRE 26,197 15,108 87,235 28,170 RED 6,616 6,738 20,354 18,159 OpenKey 389 505 1,184 1,436 Corporate and other 8,015 6,697 20,624 17,984 Total revenues $ 164,608 $ 108,186 $ 466,020 $ 255,966 ________ (1) Watersports, ferry and excursion services revenue is earned by RED, which includes the entity that conducts RED’s legacy U.S. Virgin Islands operations, the Turks and Caicos Islands operations and Sebago, a provider of watersports activities and excursion services based in Key West, Florida. (2) Debt placement and related fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar. (3) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey and Pure Wellness, to Ashford Trust, Braemar and third parties, and the revenue of Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia. (4) We have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Marietta and Pure Wellness into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting. The following table presents revenue from INSPIRE and RED geographically for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 INSPIRE: United States $ 21,986 $ 12,831 $ 68,114 $ 23,583 Mexico 2,345 1,430 14,118 3,101 Dominican Republic 1,866 847 5,003 1,486 Total audio visual revenue $ 26,197 $ 15,108 $ 87,235 $ 28,170 RED: United States $ 5,581 $ 6,166 $ 17,435 $ 17,587 United Kingdom (Turks and Caicos Islands) 1,035 572 2,919 572 Total watersports, ferry and excursion services $ 6,616 $ 6,738 $ 20,354 $ 18,159 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Value of the Purchase Price | The fair value of the purchase price and preliminary allocation of the purchase price are as follows (in thousands): Series CHP Units $ 9,450 Discount on Series CHP Units (8,063) Cash 6,300 Fair value of contingent consideration 1,670 Working capital adjustments 193 Total fair value of purchase price $ 9,550 |
Preliminary Allocation of the Purchase Price | Fair Value Estimated Useful Life Current assets including cash of $228 $ 930 Goodwill 2,053 Management contracts 7,131 8 years Total assets acquired 10,114 Current liabilities 347 Deferred tax liability 217 Total assumed liabilities 564 Net assets acquired $ 9,550 |
Unaudited Pro Forma Results of Operations | The following table reflects the unaudited pro forma results of operations as if the Chesapeake acquisition had occurred on January 1, 2021, and the removal of $445,000 and $1.4 million of transaction costs directly attributable to the acquisition (net of the incremental tax expense) for the three and nine months ended September 30, 2022, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Total revenues $ 164,608 $ 119,041 $ 478,940 $ 280,889 Net income (loss) (769) (1,047) 5,103 (17,335) Net income (loss) attributable to common stockholders (9,684) (10,094) (21,978) (44,068) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The carrying amount of goodwill as of September 30, 2022 is as follows (in thousands): Remington RED Corporate and Other (1) Consolidated Balance at December 31, 2021 $ 54,605 $ 1,235 $ 782 $ 56,622 Changes in goodwill: Additions (2) 1,980 — — 1,980 Adjustments (2) 73 — — 73 Balance at September 30, 2022 $ 56,658 $ 1,235 $ 782 $ 58,675 ________ (1) Corporate and Other includes the goodwill from the Company’s acquisition of Pure Wellness. |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net as of September 30, 2022 and December 31, 2021, are as follows (in thousands): September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts (1) $ 114,730 $ (37,298) $ 77,432 $ 107,600 $ (28,284) $ 79,316 Premier management contracts 194,000 (50,466) 143,534 194,000 (41,619) 152,381 INSPIRE customer relationships 9,319 (5,248) 4,071 9,319 (4,409) 4,910 RED boat slip rights 3,100 (496) 2,604 3,100 (380) 2,720 Pure Wellness customer relationships 175 (175) — 175 (166) 9 $ 321,324 $ (93,683) $ 227,641 $ 314,194 $ (74,858) $ 239,336 Gross Carrying Amount Gross Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 4,900 $ 4,900 RED trademarks 490 490 $ 5,390 $ 5,390 ________ |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net as of September 30, 2022 and December 31, 2021, are as follows (in thousands): September 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definite-lived intangible assets: Remington management contracts (1) $ 114,730 $ (37,298) $ 77,432 $ 107,600 $ (28,284) $ 79,316 Premier management contracts 194,000 (50,466) 143,534 194,000 (41,619) 152,381 INSPIRE customer relationships 9,319 (5,248) 4,071 9,319 (4,409) 4,910 RED boat slip rights 3,100 (496) 2,604 3,100 (380) 2,720 Pure Wellness customer relationships 175 (175) — 175 (166) 9 $ 321,324 $ (93,683) $ 227,641 $ 314,194 $ (74,858) $ 239,336 Gross Carrying Amount Gross Carrying Amount Indefinite-lived intangible assets: Remington trademarks $ 4,900 $ 4,900 RED trademarks 490 490 $ 5,390 $ 5,390 ________ |
Notes Payable, net (Tables)
Notes Payable, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Notes payable, net consisted of the following (in thousands): Indebtedness Borrower Maturity Interest Rate September 30, 2022 December 31, 2021 Credit facility (9) Ashford Inc. April 1, 2027 Base Rate (1) + 6.35% or LIBOR (3) +7.35% $ 70,000 $ — Term loan (9) Ashford Inc. March 19, 2024 Base Rate (2) + 2.00% to 2.25% or LIBOR (3) +3.00% to 3.25% — 27,271 Note payable (12) Ashford Inc. February 29, 2028 4.00% 1,558 1,746 Term loan (5) (7) (10) INSPIRE January 1, 2024 Prime Rate (4) + 2.50% 18,050 20,000 Revolving credit facility (5) (7) (10) INSPIRE January 1, 2024 Prime Rate (4) + 2.50% — 1,869 Revolving credit facility (5) (13) Pure Wellness On demand Prime Rate (4) + 1.00% 150 100 Revolving credit facility (5) (8) (14) RED November 3, 2022 Prime Rate (4) + 1.75% — — Term loan (5) (8) (15) RED July 17, 2029 6.00% 1,608 1,641 Term loan (5) (8) RED July 17, 2023 6.50% 406 607 Term loan (5) (8) (16) RED August 5, 2029 Prime Rate (4) + 2.00% 873 888 Term loan (5) (8) RED August 5, 2029 Prime Rate (4) + 2.00% 2,018 2,143 Term loan (6) (8) RED August 5, 2029 Prime Rate (4) + 1.75% 3,090 3,357 Draw term loan (5) (8) (17) RED March 17, 2032 5.00% 640 — Draw term loan (5) (8) (17) RED March 17, 2032 5.00% 22 — Draw term loan (5) (8) (18) RED See (18) Prime Rate (4) + 1.00% — — Total notes payable 98,415 59,622 Capitalized default interest, net (11) 184 290 Deferred loan costs, net (2,777) (518) Original issue discount, net (9) (1,815) — Notes payable including capitalized default interest and deferred loan costs, net 94,007 59,394 Less current portion (5,046) (6,725) Total notes payable, net - non-current $ 88,961 $ 52,669 __________________ (1) Base Rate, as defined in the credit facility agreement with Mustang Lodging Funding LLC, is the greater of (i) the Wall Street Journal prime rate, (ii) the federal funds rate plus 0.50%, (iii) LIBOR plus 1.00%, or (iv) 1.25%. (2) Base Rate, as defined in the Term Loan Agreement (the “Term Loan Agreement”) with Bank of America, N.A., is the greater of (i) the prime rate set by Bank of America, N. A., (ii) the federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%. (3) The one-month LIBOR rate was 3.14% and 0.10% at September 30, 2022 and December 31, 2021, respectively. (4) The Prime Rate was 6.25% and 3.25% at September 30, 2022 and December 31, 2021, respectively. (5) Creditors do not have recourse to Ashford Inc. (6) Creditors have recourse to Ashford Inc. (7) INSPIRE’s revolving credit facility is collateralized primarily by INSPIRE’s eligible receivables, including accounts receivable, due from Ashford Trust and due from Braemar, with a total carrying value of $9.0 million and $5.0 million as of September 30, 2022 and December 31, 2021, respectively. INSPIRE’s term loan is collateralized by substantially all of the assets of INSPIRE. (8) RED’s loans are collateralized primarily by RED’s marine vessels and associated leases with a carrying value of $12.7 million and $12.5 million as of September 30, 2022 and December 31, 2021, respectively. (9) On April 1, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement and pay dividends to the holders of the Series D Convertible Preferred Stock. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%) plus an applicable margin, or the base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar Rate plus 1.00%, with a floor of 1.25%) plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Eurodollar loans will be 7.35% per annum and the applicable margin for base rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0%. The Credit Facility included an original issue discount of $2.0 million on the Closing Date. As of September 30, 2022, the amount unused under the Credit Facility was $30.0 million. (10) On December 31, 2020, INSPIRE amended its credit agreement dated as of November 1, 2017 (the “INSPIRE Amendment”). The maximum borrowing capacity under the INSPIRE Amendment for the revolving credit facility is $3.0 million. As of September 30, 2022, the amount unused under INSPIRE’s revolving credit facility was $3.0 million. The INSPIRE Amendment provides INSPIRE with an option to elect a one-year extension subject to satisfaction of certain conditions, including a payment of a one-time, permanent principal reduction of the term loan of not less than $2.5 million and other fees as of the date of INSPIRE’s election to extend. Pursuant to the INSPIRE Amendment, INSPIRE’s obligations to comply with certain financial and other covenants were waived until March 31, 2023. Amounts borrowed under the revolving credit facility and the term loan bear interest at the Prime Rate plus a margin of 1.25%, with the margin increasing by 0.25% beginning on July 1, 2021 and at the beginning of each successive quarter thereafter. Commencing January 1, 2022, INSPIRE is required to make monthly payments under the term loan of $200,000 through June 2022, $250,000 through December 2022 and $300,000 thereafter. INSPIRE holds an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair value of the interest rate cap at September 30, 2022 and December 31, 2021 was not material. (11) The INSPIRE Amendment was considered a troubled debt restructuring due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructuring, $427,000 of accrued default interest and late charges were capitalized into the INSPIRE term loan balance upon commencement and are amortized over the remaining term of the loan using the effective interest method. (12) On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. Pursuant to the agreement, the purchase price will be paid to the seller in equal monthly installments over a seven year term and will include interest in arrears at an annualized rate of 4.0%. The purchase price is payable in Ashford Inc. common stock, including a 10% premium or cash at our sole discretion. (13) As of September 30, 2022, the amount unused under Pure Wellness’s revolving credit facility was $100,000. (14) As of September 30, 2022, the amount unused under RED’s revolving credit facility was $250,000. (15) The interest rate for the term loan is 6.0% for the first five years. After five years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0%. (16) RED was not required to make any payments of principal until May 5, 2022. (17) On March 17, 2022, in connection with the purchase and construction of marine vessels, RED entered into two closed-end non-revolving line of credit loans of $1.5 million each which convert to term loans once fully drawn. Each loan bears an interest rate of 5.0% for the first three years. After three years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 5.0%. As of September 30, 2022, the amount unused under RED’s non-revolving line of credit loans were $860,000 and $1.5 million, respectively. (18) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converts to a term loan once drawn. The loan bears an interest rate of the Wall Street Journal Prime Rate plus 1.0%. The term length of the loan once drawn is either five |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses were comprised of the following (in thousands): September 30, 2022 December 31, 2021 Accounts payable $ 18,332 $ 11,682 Accrued payroll expense 22,836 23,648 Accrued vacation expense 3,995 3,427 Accrued interest 323 259 Other accrued expenses 2,265 881 Total accounts payable and accrued expenses $ 47,751 $ 39,897 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands): Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total September 30, 2022 Assets Restricted Investment: Ashford Trust common stock $ 87 (1) $ — $ — $ 87 Braemar common stock 261 (1) — — 261 Total $ 348 $ — $ — $ 348 Liabilities Contingent consideration $ — $ — $ (1,970) (2) $ (1,970) Subsidiary compensation plan — (68) (1) — (68) Deferred compensation plan (2,759) — — (2,759) Total $ (2,759) $ (68) $ (1,970) $ (4,797) Net $ (2,411) $ (68) $ (1,970) $ (4,449) __________________ (1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through September 30, 2022, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. (2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within long-term “other liabilities” in our condensed consolidated balance sheets. See notes 1 and 4. Quoted Market Prices (Level 1) Significant Other Significant Unobservable Inputs Total December 31, 2021 Assets Restricted Investment: Ashford Trust common stock $ 150 (1) $ — $ — $ 150 Braemar common stock 426 (1) — — 426 Total $ 576 $ — $ — $ 576 Liabilities Subsidiary compensation plan $ — $ (164) (1) $ — $ (164) Deferred compensation plan (3,326) — — (3,326) Total $ (3,326) $ (164) $ — $ (3,490) Net $ (2,750) $ (164) $ — $ (2,914) __________________ (1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2021, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment. The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands): Contingent Consideration Liability (1) Balance at December 31, 2021 $ — Acquisition of Chesapeake (1,670) Gains (losses) included in earnings (300) Dispositions and settlements — Transfers into/out of Level 3 — Balance at September 30, 2022 $ (1,970) __________________ (1) The Company measures contingent consideration liabilities at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The fair value of the contingent consideration liability is based on the present value of the expected future payments to be made to the sellers of Chesapeake in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates Chesapeake’s future performance using a Monte Carlo simulation model. The key assumptions in applying the Monte Carlo simulation model are a) a discount rate, with a range of 34.81% to 34.84%; b) a forward looking risk-free rate, with a range of 4.02% to 4.34%; and c) a volatility rate of 68.01%. |
Effect of Fair Value Measured Liabilities on Statements of Operations and Comprehensive Income (Loss) | The following table summarizes the effect of fair value measured assets and liabilities on our condensed consolidated statements of operations (in thousands): Gain (Loss) Recognized Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Assets Unrealized gain (loss) on investment: (1) Ashford Trust common stock $ 12 $ — $ 68 $ — Braemar common stock 6 — (50) — Realized gain (loss) on investment: (2) Ashford Trust common stock (3) (5) (97) (336) Braemar common stock — — 23 (42) Intangible assets, net (3) — (1,160) — (1,160) Total $ 15 $ (1,165) $ (56) $ (1,538) Liabilities Contingent consideration (4) $ (300) $ — $ (300) $ (23) Subsidiary compensation plan (5) (42) 5 (110) (268) Deferred compensation plans (5) 78 1,611 567 (1,190) Total $ (264) $ 1,616 $ 157 $ (1,481) Net $ (249) $ 451 $ 101 $ (3,019) __________________ (1) Represents the unrealized gain (loss) on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. Reported as a component of “other income (expense)” in our condensed consolidated statements of operations. (2) Represents the realized gain (loss) on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. (3) During the third quarter of 2021, as a result of the strategic rebranding of our segment formerly known as JSAV to INSPIRE, we performed an impairment test and calculated the fair value of our indefinite-lived JSAV trademarks using the relief-from-royalty method which includes unobservable inputs including royalty rates and projected revenues for the time period that the Company is expected to benefit from the trademark. As a result of the evaluation, we recognized intangible asset impairment charges of $1.2 million, which was the full impairment of the indefinite-lived JSAV trademarks within the INSPIRE segment in the three and nine months ended September 30, 2021. (4) Represents the changes in fair value of the contingent consideration liabilities in the three and nine months ended September 30, 2022 and 2021, related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake and BAV Services Inc., respectively. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations. (5) Reported as a component of “salaries and benefits” in our condensed consolidated statements of operations. Restricted Investment The historical cost and approximate fair values, together with gross unrealized gains and losses, of securities restricted for use in our subsidiary compensation plan are as follows (in thousands): Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: September 30, 2022 Equity securities (1) $ 821 $ — $ (473) $ 348 __________________ (1) Distributions of $365,000 of available-for-sale securities occurred in the nine months ended September 30, 2022. Historical Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: December 31, 2021 Equity securities (1) $ 1,068 $ — $ (492) $ 576 __________________ (1) Distributions of $855,000 of available-for-sale securities occurred during the year ended December 31, 2021. |
Summary of Fair Value of Fina_2
Summary of Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Financial Assets and Liabilities Measured and Not Measured at Fair Value | Certain of our financial instruments are not measured at fair value on a recurring basis. The estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled. The carrying amounts and estimated fair values of financial instruments were as follows (in thousands): September 30, 2022 December 31, 2021 Carrying Estimated Carrying Estimated Financial assets measured at fair value: Restricted investment $ 348 $ 348 $ 576 $ 576 Financial liabilities measured at fair value: Deferred compensation plan $ 2,759 $ 2,759 $ 3,326 $ 3,326 Contingent consideration 1,970 1,970 — — Financial assets not measured at fair value: Cash and cash equivalents $ 44,071 $ 44,071 $ 37,571 $ 37,571 Restricted cash 37,114 37,114 34,878 34,878 Accounts receivable, net 17,958 17,958 7,622 7,622 Notes receivable 1,500 1,500 2,880 2,880 Due from affiliates 256 256 165 165 Due from Ashford Trust 4,483 4,483 2,575 2,575 Due from Braemar 9,562 9,562 1,144 1,144 Investments in unconsolidated entities 3,941 3,941 3,581 3,581 Financial liabilities not measured at fair value: Accounts payable and accrued expenses $ 47,751 $ 47,751 $ 39,897 $ 39,897 Dividends payable 26,777 26,777 34,574 34,574 Due to affiliates 236 236 — — Other liabilities 27,550 27,550 25,899 25,899 Notes payable 98,415 93,494 to 103,336 59,622 56,641 to 62,603 |
Equity (Deficit) (Tables)
Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of (Income) Loss Attributed To Noncontrolling Interests | The following table summarizes the (income) loss attributable to noncontrolling interests for each of our consolidated entities (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Income) loss attributable to noncontrolling interests: OpenKey $ 223 $ 215 $ 677 $ 626 RED — (14) — (52) Pure Wellness 49 (21) 153 (65) Total net (income) loss attributable to noncontrolling interests $ 272 $ 180 $ 830 $ 509 |
Mezzanine Equity (Tables)
Mezzanine Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interest | The following table summarizes the net (income) loss attributable to our redeemable noncontrolling interests (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (income) loss attributable to redeemable noncontrolling interests: Ashford Holdings $ (158) $ 13 $ (290) $ 56 OpenKey — — — 152 Total net (income) loss attributable to redeemable noncontrolling interests $ (158) $ 13 $ (290) $ 208 |
Dividends Declared | Convertible preferred stock cumulative dividends declared during the three and nine months ended September 30, 2022 and 2021 for all issued and outstanding shares were as follows (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Preferred dividends - declared $ — $ 8,353 $ 35,219 $ 16,706 Preferred dividends per share - declared $ — $ 0.4369 $ 1.8420 $ 0.8737 Aggregate undeclared convertible preferred stock cumulative dividends (in thousands, except per share amounts): September 30, 2022 (1) December 31, 2021 Aggregate preferred dividends - undeclared $ 26,777 $ 34,574 Aggregate preferred dividends - undeclared per share $ 1.4005 $ 1.8083 ________ (1) Undeclared aggregate preferred dividends as of September 30, 2022 includes the Series D Convertible Preferred Stock dividend for the quarter ended September 30, 2022. On October 3, 2022, subsequent to the period end, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. See discussion above. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost | Equity-based compensation expense is primarily recorded in “salaries and benefits expense” and REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” in our condensed consolidated statements of operations. The components of equity-based compensation expense for the three and nine months ended September 30, 2022 and 2021 are presented below by award type (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Equity-based compensation Class 2 LTIP units and stock option amortization (1) $ 979 $ 552 $ 1,365 $ 2,101 Employee equity grant expense (2) 896 363 1,725 904 Director and other non-employee equity grants expense (3) 46 (5) 501 645 Total equity-based compensation $ 1,921 $ 910 $ 3,591 $ 3,650 Other equity-based compensation REIT equity-based compensation (4) $ 4,638 $ 5,499 $ 13,116 $ 13,676 $ 6,559 $ 6,409 $ 16,707 $ 17,326 ________ (1) As of September 30, 2022, the Company had approximately $319,000 of total unrecognized compensation expense related to Class 2 Long-Term Incentive Partnership Units (the “Class 2 LTIP Units”) that will be recognized over a weighted average period of 2.5 years. The three and nine month period ended September 30, 2022 includes total compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP units, respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP unit awards to December 2025. No other modifications were made to the original grant terms. (2) As of September 30, 2022, the Company had approximately $2.5 million of total unrecognized compensation expense related to restricted shares and LTIP units that will be recognized over a weighted average period of 1.7 years. In March 2022, approximately 39,000 Long-Term Incentive Plan units (the “LTIP units”) with a fair value of approximately $627,000 were issued to one of our executive officers as compensation. The LTIP units have a vesting period of three years. Each LTIP unit once vested can be converted by the holder into one common limited partnership unit of Ashford Holdings which can then be redeemed for cash or, at our election, settled in our common stock. (3) Grants of stock, restricted stock and stock units to independent directors and other non-employees are recorded at fair value based on the market price of our shares at grant date, and this amount is expensed in “general and administrative” expense. (4) REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” and is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to our officers and employees. |
Deferred Compensation Plan (Tab
Deferred Compensation Plan (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Compensation Related Costs [Abstract] | |
Schedule of Deferred Compensation Plan | The following table summarizes the DCP activity (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Change in fair value Unrealized gain (loss) $ 78 $ 1,611 $ 567 $ (1,190) Distributions Fair value (1) $ — $ 13 $ — $ 39 Shares (1) — 1 — 3 ________ (1) Distributions made to one participant. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees (1) $ 8,855 $ 7,254 $ 26,202 $ 21,762 Hotel management fees: Base management fees 6,230 5,024 17,805 12,874 Incentive management fees 1,376 1,416 4,080 3,017 Total hotel management fees revenue (2) 7,606 6,440 21,885 15,891 Design and construction fees revenue (3) 3,065 810 7,881 1,847 Other revenue Watersports, ferry and excursion services (5) 74 — 198 — Debt placement and related fees (6) 125 3,074 3,108 8,799 Claims management services (7) — 25 15 55 Other services (8) 342 440 1,018 1,232 Total other revenue 541 3,539 4,339 10,086 Cost reimbursement revenue 61,687 47,646 181,613 110,202 Total revenues $ 81,754 $ 65,689 $ 241,920 $ 159,788 REVENUES BY SEGMENT (9) REIT advisory $ 12,221 $ 11,454 $ 37,381 $ 33,212 Remington 66,888 49,369 189,375 113,549 Premier 5,593 1,351 13,073 2,994 INSPIRE 19 — 74 — RED 79 — 208 — OpenKey 29 29 93 89 Corporate and other (10) (3,075) 3,486 1,716 9,944 Total revenues $ 81,754 $ 65,689 $ 241,920 $ 159,788 COST OF REVENUES Cost of revenues for audio visual (4) $ 1,833 $ 945 $ 5,506 $ 1,641 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenue from guests at REIT properties (4) $ 4,267 $ 2,118 $ 12,903 $ 3,691 Watersports, ferry and excursion services revenue from guests at REIT properties (4) 71 89 135 300 ________ (1) Advisory fees earned from Ashford Trust during the three and nine months ended September 30, 2021, excluded $2.2 million and $5.5 million, respectively, of advisory fees that were deferred as a result of the $29.0 million annual Advisory Fee Cap. See note 3 for discussion of the advisory services revenue recognition policy. (2) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lessor of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management fees revenue recognition policy. (3) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (4) INSPIRE and RED primarily contract directly with customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our condensed consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (5) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Ashford Trust rather than contracting with third-party customers. (6) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (7) Claims management services include revenue earned from providing insurance claim assessment and administration services. (8) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Wellness. (9) See note 17 for discussion of segment reporting. (10) The Corporate and Other segment’s revenue in the three and nine months ended September 30, 2022 includes a re-allocation of $3.5 million of cost reimbursement revenue to Braemar which had previously been allocated to Ashford Trust. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. See discussion regarding Ashford Securities below. The following table summarizes the revenues and expenses related to Braemar (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 REVENUES BY TYPE Advisory services fees: Base advisory fees $ 3,269 $ 2,758 $ 9,435 $ 7,981 Other advisory revenue (1) 131 131 389 389 Total advisory services fees revenue 3,400 2,889 9,824 8,370 Hotel management fees: Base management fees 715 675 2,210 1,590 Incentive management fees 123 168 587 389 Total hotel management fees revenue (2) 838 843 2,797 1,979 Design and construction fees revenue (3) 2,387 508 5,352 1,129 Other revenue Watersports, ferry and excursion services (5) 574 517 1,848 1,744 Debt placement and related fees (6) — 150 190 1,003 Claims management services (7) — 3 1 6 Other services (8) 56 50 128 137 Total other revenue 630 720 2,167 2,890 Cost reimbursement revenue 19,404 9,314 42,523 20,539 Total revenues $ 26,659 $ 14,274 $ 62,663 $ 34,907 REVENUES BY SEGMENT (9) REIT advisory $ 7,830 $ 6,480 $ 21,285 $ 16,539 Remington 6,964 5,418 21,157 12,057 Premier 3,080 794 7,231 1,667 INSPIRE 19 — 60 — RED 577 517 1,855 1,744 OpenKey 9 10 28 29 Corporate and other (10) 8,180 1,055 11,047 2,871 Total revenues $ 26,659 $ 14,274 $ 62,663 $ 34,907 COST OF REVENUES (4) Cost of revenues for audio visual $ 1,081 $ 402 $ 2,837 $ 501 Other 272 98 717 314 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 2,549 $ 856 $ 6,858 $ 1,069 Watersports, ferry and excursion services revenue from guests at REIT properties (4) 458 341 1,669 1,076 ________ (1) In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10-year initial term. (2) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lessor of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management fees revenue recognition policy. (3) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy. (4) INSPIRE and RED primarily contract directly with third-party customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our consolidated statements of operations. See note 3 for discussion of the revenue recognition policy. (5) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Braemar rather than contracting with third-party customers. (6) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. (7) Claims management services include revenue earned from providing insurance claim assessment and administration services. (8) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey and Pure Wellness. (9) See note 17 for discussion of segment reporting. (10) The Corporate and Other segment’s revenue in the three and nine months ended September 30, 2022 includes a re-allocation of $3.5 million of cost reimbursement revenue to Braemar which had previously been allocated to Ashford Trust. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. See discussion regarding Ashford Securities below. |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) attributable to common stockholders – basic and diluted: Net income (loss) attributable to the Company $ (989) $ (163) $ 5,441 $ (14,057) Less: Dividends on preferred stock, declared and undeclared (1) (9,029) (8,762) (27,422) (26,001) Less: Amortization of preferred stock discount — (306) — (933) Undistributed net income (loss) allocated to common stockholders (10,018) (9,231) (21,981) (40,991) Distributed and undistributed net income (loss) - basic $ (10,018) $ (9,231) $ (21,981) $ (40,991) Effect of deferred compensation plan — (1,611) (620) — Distributed and undistributed net income (loss) - diluted $ (10,018) $ (10,842) $ (22,601) $ (40,991) Weighted average common shares outstanding: Weighted average common shares outstanding – basic 2,960 2,785 2,895 2,746 Effect of deferred compensation plan shares — 197 65 — Weighted average common shares outstanding – diluted 2,960 2,982 2,960 2,746 Income (loss) per share – basic: Net income (loss) allocated to common stockholders per share $ (3.38) $ (3.31) $ (7.59) $ (14.93) Income (loss) per share – diluted: Net income (loss) allocated to common stockholders per share $ (3.38) $ (3.64) $ (7.64) $ (14.93) ________ (1) Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note 12. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) allocated to common stockholders is not adjusted for: Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings $ 158 $ (13) $ 290 $ (56) Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock — — — (152) Dividends on preferred stock, declared and undeclared 9,029 8,762 27,422 26,001 Amortization of preferred stock discount — 306 — 933 Total $ 9,187 $ 9,055 $ 27,712 $ 26,726 Weighted average diluted shares are not adjusted for: Effect of unvested restricted shares 82 160 87 101 Effect of assumed conversion of Ashford Holdings units 89 4 56 4 Effect of incremental subsidiary shares 125 140 116 152 Effect of assumed conversion of preferred stock 4,258 4,284 4,289 4,246 Total 4,554 4,588 4,548 4,503 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Certain information concerning our segments for the three and nine months ended September 30, 2022 and 2021 are presented in the following tables (in thousands). Consolidated subsidiaries are reflected as of their respective acquisition dates or as of the date we were determined to be the primary beneficiary of variable interest entities. Three Months Ended September 30, 2022 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services $ 12,255 $ — $ — $ — $ — $ — $ — $ 12,255 Hotel management — 12,876 — — — — — 12,876 Design and construction fees — — 6,276 — — — — 6,276 Audio visual — — — 26,159 — — — 26,159 Other — — — — 6,608 389 3,394 10,391 Cost reimbursement revenue (1) 7,798 80,880 3,306 38 8 — 4,621 96,651 Total revenues 20,053 93,756 9,582 26,197 6,616 389 8,015 164,608 EXPENSES Depreciation and amortization 853 3,288 2,978 418 175 3 381 8,096 Other operating expenses (2) — 6,971 3,071 25,571 5,895 1,362 14,271 57,141 Reimbursed expenses (1) 7,723 80,880 3,306 38 8 — 4,621 96,576 Total operating expenses 8,576 91,139 9,355 26,027 6,078 1,365 19,273 161,813 OPERATING INCOME (LOSS) 11,477 2,617 227 170 538 (976) (11,258) 2,795 Equity in earnings (loss) of unconsolidated entities — — — — — — (147) (147) Interest expense — — — (345) (195) — (2,426) (2,966) Amortization of loan costs — — — (23) (10) — (186) (219) Interest income — 38 — — — — 38 76 Realized gain (loss) on investments — (3) — — — — — (3) Other income (expense) — 18 — (91) (1) — 52 (22) INCOME (LOSS) BEFORE INCOME TAXES 11,477 2,670 227 (289) 332 (976) (13,927) (486) Income tax (expense) benefit (2,849) (256) (112) 53 192 — 2,355 (617) NET INCOME (LOSS) $ 8,628 $ 2,414 $ 115 $ (236) $ 524 $ (976) $ (11,572) $ (1,103) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $3.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. Nine Months Ended September 30, 2022 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 36,026 $ — $ — $ — $ — $ — $ — $ 36,026 Hotel management fees — 33,474 — — — — — 33,474 Design and construction fees — — 15,538 — — — — 15,538 Audio visual — — — 87,101 — — — 87,101 Other 16 181 — — 20,337 1,180 12,188 33,902 Cost reimbursement revenue (1) 22,626 221,407 7,355 134 17 4 8,436 259,979 Total revenues 58,668 255,062 22,893 87,235 20,354 1,184 20,624 466,020 EXPENSES Depreciation and amortization 2,558 9,107 8,914 1,358 501 9 1,293 23,740 Other operating expenses (2) 706 17,216 9,787 76,377 16,633 4,024 39,792 164,535 Reimbursed expenses (1) 22,312 221,407 7,355 134 17 4 8,436 259,665 Total operating expenses 25,576 247,730 26,056 77,869 17,151 4,037 49,521 447,940 OPERATING INCOME (LOSS) 33,092 7,332 (3,163) 9,366 3,203 (2,853) (28,897) 18,080 Equity in earnings (loss) of unconsolidated entities — — — — — — 110 110 Interest expense — — — (860) (537) — (5,384) (6,781) Amortization of loan costs — — — (93) (41) — (390) (524) Interest income — 145 — — — — 50 195 Realized gain (loss) on investments — (74) — — — — — (74) Other income (expense) — 18 — (95) (41) 4 (20) (134) INCOME (LOSS) BEFORE INCOME TAXES 33,092 7,421 (3,163) 8,318 2,584 (2,849) (34,531) 10,872 Income tax (expense) benefit (8,196) (251) (678) (3,318) (680) — 7,152 (5,971) NET INCOME (LOSS) $ 24,896 $ 7,170 $ (3,841) $ 5,000 $ 1,904 $ (2,849) $ (27,379) $ 4,901 ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $9.6 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. Three Months Ended September 30, 2021 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 10,143 $ — $ — $ — $ — $ — $ — $ 10,143 Hotel management fees — 7,750 — — — — — 7,750 Design and construction fees — — 2,202 — — — — 2,202 Audio visual — — — 15,108 — — — 15,108 Other 28 — — — 6,738 505 5,833 13,104 Cost reimbursement revenue (1) 7,765 50,405 845 — — — 864 59,879 Total revenues 17,936 58,155 3,047 15,108 6,738 505 6,697 108,186 EXPENSES Depreciation and amortization 980 3,036 3,058 471 106 4 401 8,056 Impairment — — — 1,160 — — — 1,160 Other operating expenses (2) 26 3,748 2,250 14,819 5,195 1,373 11,110 38,521 Reimbursed expenses (1) 7,708 50,405 845 — — — 864 59,822 Total operating expenses 8,714 57,189 6,153 16,450 5,301 1,377 12,375 107,559 OPERATING INCOME (LOSS) 9,222 966 (3,106) (1,342) 1,437 (872) (5,678) 627 Equity in earnings (loss) of unconsolidated entities — 15 — — — — (3) 12 Interest expense — — — (222) (164) — (904) (1,290) Amortization of loan costs — — — (43) (13) — (22) (78) Interest income — 72 — — — — — 72 Realized gain (loss) on investments — 370 — — — — 370 Other income (expense) — 9 — 81 (61) — — 29 INCOME (LOSS) BEFORE INCOME TAXES 9,222 1,432 (3,106) (1,526) 1,199 (872) (6,607) (258) Income tax (expense) benefit (2,011) (469) 728 350 (377) — 1,681 (98) NET INCOME (LOSS) $ 7,211 $ 963 $ (2,378) $ (1,176) $ 822 $ (872) $ (4,926) $ (356) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $2.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses Nine Months Ended September 30, 2021 REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated REVENUE Advisory services fees $ 30,132 $ — $ — $ — $ — $ — $ — $ 30,132 Hotel management fees — 18,737 — — — — — 18,737 Design and construction fees — — 5,611 — — — — 5,611 Audio visual — — — 28,170 — — — 28,170 Other 61 20 — — 18,159 1,436 16,223 35,899 Cost reimbursement revenue (1) 19,556 114,290 1,810 — — — 1,761 137,417 Total revenues 49,749 133,047 7,421 28,170 18,159 1,436 17,984 255,966 EXPENSES Depreciation and amortization 3,053 9,104 9,171 1,408 291 12 1,415 24,454 Impairment — — — 1,160 — — — 1,160 Other operating expenses (2) 645 10,370 6,203 31,664 13,540 3,934 38,900 105,256 Reimbursed expenses (1) 19,293 114,290 1,810 — — — 1,761 137,154 Total operating expenses 22,991 133,764 17,184 34,232 13,831 3,946 42,076 268,024 OPERATING INCOME (LOSS) 26,758 (717) (9,763) (6,062) 4,328 (2,510) (24,092) (12,058) Equity in earnings (loss) of unconsolidated entities — (139) — — — — (21) (160) Interest expense — — — (635) (465) — (2,745) (3,845) Amortization of loan costs — — — (87) (24) — (98) (209) Interest income — 205 — — — — 2 207 Realized gain (loss) on investments — (3) — — — — — (3) Other income (expense) — 10 — (26) (224) (1) (15) (256) INCOME (LOSS) BEFORE INCOME TAXES 26,758 (644) (9,763) (6,810) 3,615 (2,511) (26,969) (16,324) Income tax (expense) benefit (6,144) (1,132) 2,048 1,427 (1,171) — 6,522 1,550 NET INCOME (LOSS) $ 20,614 $ (1,776) $ (7,715) $ (5,383) $ 2,444 $ (2,511) $ (20,447) $ (14,774) ________ (1) Our segments are reported net of eliminations upon consolidation. Approximately $6.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting. (2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses. |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 14, 2022 USD ($) $ / shares | Jul. 15, 2022 USD ($) | Apr. 18, 2022 USD ($) | Apr. 15, 2022 USD ($) $ / shares | Apr. 01, 2022 USD ($) borrowing | Mar. 15, 2022 USD ($) | Sep. 30, 2022 USD ($) hotel $ / shares | Sep. 30, 2022 USD ($) hotel $ / shares | Sep. 30, 2021 USD ($) | Aug. 30, 2022 right $ / shares shares | Dec. 31, 2021 $ / shares | |
Noncontrolling Interest [Line Items] | |||||||||||
Payments of ordinary dividends, preferred stock | $ 35,219 | $ 8,353 | |||||||||
Series D Convertible Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Preferred share purchase right | right | 1 | ||||||||||
Series F Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Share of preferred stock (in dollars per share) | $ / shares | $ 0.275 | ||||||||||
Number of shares entitled to purchase from the Company (in shares) | shares | 0.001 | ||||||||||
Ashford Trust | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Cash management, percent fee | 0.20% | ||||||||||
Braemar | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Cash management, percent fee | 0.20% | ||||||||||
Subsidiary | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Management services provided, number of hotels owned | hotel | 117 | 117 | |||||||||
Subsidiary | Other Third Parties | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Management services provided, number of hotels owned | hotel | 44 | 44 | |||||||||
Series D Convertible Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Series D Convertible Preferred Stock | Subsequent Event | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments of ordinary dividends, preferred stock | $ 8,700 | ||||||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.455 | ||||||||||
Dividends For The Quarters Ending June 30, 2020 And December 31, 2020 | Series D Convertible Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments of ordinary dividends, preferred stock | $ 17,800 | ||||||||||
Preferred stock, dividend rate (in dollars per share) | $ / shares | $ 0.932 | ||||||||||
Dividends For The Quarter Ending March 31, 2022 | Series D Convertible Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments of ordinary dividends, preferred stock | $ 8,700 | ||||||||||
Dividends For The Quarter Ending June 30, 2022 | Series D Convertible Preferred Stock | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Payments of ordinary dividends, preferred stock | $ 8,700 | ||||||||||
Senior Secured Term Loan Facility Due 2027 | Line of Credit | Secured Debt | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Maximum borrowing capacity | $ 100,000 | ||||||||||
Proceeds from long-term lines of credit | $ 20,000 | 50,000 | |||||||||
Remaining borrowing capacity | $ 50,000 | $ 30,000 | $ 30,000 | ||||||||
Number of separate borrowings | borrowing | 5 | ||||||||||
Additional borrowing period | 24 months | ||||||||||
Affiliated Entity | |||||||||||
Noncontrolling Interest [Line Items] | |||||||||||
Cash incentive compensation limit | $ 8,500 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||||
Total revenues | $ (164,608,000) | $ (108,186,000) | $ (466,020,000) | $ (255,966,000) | ||
Reimbursed expenses | (96,576,000) | (59,822,000) | (259,665,000) | (137,154,000) | ||
Accumulated other comprehensive income | 471,000 | 471,000 | $ 1,206,000 | |||
Accumulated deficit | (557,635,000) | (557,635,000) | (534,999,000) | |||
Impairment | 0 | 1,160,000 | 0 | 1,160,000 | ||
Investments in unconsolidated entities | 3,941,000 | 3,941,000 | 3,581,000 | |||
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 | ||
Accounts receivable, net | 18,000,000 | 18,000,000 | 7,600,000 | |||
Other current liabilities | 25,600,000 | 25,600,000 | 24,600,000 | |||
Other liabilities | 2,876,000 | 2,876,000 | 0 | |||
Expected carryback amount to receive | $ 1,000,000 | |||||
Deferral of social security taxes | 1,300,000 | 1,300,000 | 1,300,000 | |||
Remington | ||||||
Noncontrolling Interest [Line Items] | ||||||
Accounts receivable, net | 1,500,000 | 1,500,000 | $ 2,900,000 | |||
Adjustment | ||||||
Noncontrolling Interest [Line Items] | ||||||
Reimbursed expenses | 5,800,000 | 1,300,000 | ||||
Accumulated other comprehensive income | 639,000 | 639,000 | ||||
Accumulated deficit | 639,000 | 639,000 | ||||
Cost reimbursement revenue | ||||||
Noncontrolling Interest [Line Items] | ||||||
Total revenues | (96,651,000) | (59,879,000) | (259,979,000) | (137,417,000) | ||
Cost reimbursement revenue | Adjustment | ||||||
Noncontrolling Interest [Line Items] | ||||||
Total revenues | 5,800,000 | 1,300,000 | ||||
Remington | ||||||
Noncontrolling Interest [Line Items] | ||||||
Total revenues | (93,756,000) | (58,155,000) | (255,062,000) | (133,047,000) | ||
Reimbursed expenses | (80,880,000) | (50,405,000) | (221,407,000) | (114,290,000) | ||
Impairment | 0 | 0 | ||||
Remington | Cost reimbursement revenue | ||||||
Noncontrolling Interest [Line Items] | ||||||
Total revenues | (80,880,000) | (50,405,000) | (221,407,000) | (114,290,000) | ||
Unconsolidated Entities | ||||||
Noncontrolling Interest [Line Items] | ||||||
Impairment | 0 | $ 0 | 0 | $ 0 | ||
REA Holdings | ||||||
Noncontrolling Interest [Line Items] | ||||||
Option to acquire additional ownership interest (as a percent) | 50% | |||||
Ownership interests, value | $ 12,500,000 | |||||
Furniture, Fixtures and Equipment | ||||||
Noncontrolling Interest [Line Items] | ||||||
Finance lease assets | 40,600,000 | 40,600,000 | 41,600,000 | |||
Property and equipment, net | 9,900,000 | 9,900,000 | 12,400,000 | |||
Audio visual | ||||||
Noncontrolling Interest [Line Items] | ||||||
Property and equipment, net | 6,500,000 | 6,500,000 | 7,000,000 | |||
Marine vessels | ||||||
Noncontrolling Interest [Line Items] | ||||||
Property and equipment, net | 13,300,000 | 13,300,000 | 12,800,000 | |||
Remington | ||||||
Noncontrolling Interest [Line Items] | ||||||
Other current liabilities | 1,000,000 | 1,000,000 | 1,300,000 | |||
Chesapeake | ||||||
Noncontrolling Interest [Line Items] | ||||||
Contingent consideration liability, noncurrent | 2,000,000 | 2,000,000 | ||||
Unrecognized tax benefits | 906,000 | 906,000 | ||||
Unconsolidated variable interest entity | ||||||
Noncontrolling Interest [Line Items] | ||||||
Investments in unconsolidated entities | $ 500,000 | $ 500,000 | $ 500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 09, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||||
Carrying value of redeemable noncontrolling interests | $ 1,732 | $ 1,732 | $ 69 | |||
Redemption value adjustment | (15) | $ 21 | (16) | $ (82) | ||
Carrying value of noncontrolling interests | 572 | 572 | 638 | |||
Revolving credit facility | $ 88,961 | $ 88,961 | $ 52,669 | |||
Ashford Holdings | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 99.87% | 99.87% | 99.87% | |||
Redeemable noncontrolling interests | 0.13% | 0.13% | 0.13% | |||
Noncontrolling interests in consolidated entities | 0% | 0% | 0% | |||
Noncontrolling ownership | 100% | 100% | 100% | |||
Carrying value of redeemable noncontrolling interests | $ 69 | |||||
Redemption value adjustment | $ 16 | 96 | ||||
Redemption value adjustment, cumulative | $ 597 | $ 581 | ||||
OpenKey | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 76.79% | 76.79% | 75.38% | |||
Redeemable noncontrolling interests | 0% | 0% | 0% | |||
Noncontrolling interests in consolidated entities | 23.21% | 23.21% | 24.62% | |||
Noncontrolling ownership | 100% | 100% | 100% | |||
Carrying value of noncontrolling interests | $ 601 | $ 601 | $ 479 | |||
Assets, available only to settle subsidiary's obligations | 3,140 | 3,140 | 2,533 | |||
Liabilities | 669 | 669 | 424 | |||
Acquisition of non-controlling interest in consolidated subsidiaries | $ 1,900 | |||||
OpenKey | Revolving credit facility | ||||||
Noncontrolling Interest [Line Items] | ||||||
Revolving credit facility | $ 0 | $ 0 | $ 0 | |||
Pure Wellness | ||||||
Noncontrolling Interest [Line Items] | ||||||
Ashford Inc. ownership interest | 70% | 70% | 70% | |||
Redeemable noncontrolling interests | 0% | 0% | 0% | |||
Noncontrolling interests in consolidated entities | 30% | 30% | 30% | |||
Noncontrolling ownership | 100% | 100% | 100% | |||
Carrying value of noncontrolling interests | $ (29) | $ (29) | $ 159 | |||
Assets, available only to settle subsidiary's obligations | 1,178 | 1,178 | 1,779 | |||
Liabilities | 1,541 | 1,541 | 1,643 | |||
Pure Wellness | Revolving credit facility | ||||||
Noncontrolling Interest [Line Items] | ||||||
Revolving credit facility | $ 150 | $ 150 | $ 100 |
Significant Accounting Polici_6
Significant Accounting Policies - Ownership Interest in REA Holdings (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | |||||
Investments in unconsolidated entities, Carrying value | $ 3,941 | $ 3,941 | $ 3,581 | ||
Equity in earnings (loss) of unconsolidated entities | (147) | $ 12 | 110 | $ (160) | |
Real Estate Advisory Holdings LLC | |||||
Noncontrolling Interest [Line Items] | |||||
Equity in earnings (loss) of unconsolidated entities | (147) | $ (3) | 110 | $ (21) | |
REA Holdings | |||||
Noncontrolling Interest [Line Items] | |||||
Investments in unconsolidated entities, Carrying value | $ 2,791 | $ 2,791 | $ 2,831 | ||
Ownership interest in REA Holdings | 30% | 30% | 30% |
Significant Accounting Polici_7
Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 26, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash | $ 37,114 | $ 34,878 | $ 34,554 | $ 37,396 | |
Restricted cash current | 37,114 | 34,878 | |||
Remington | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash | 10,443 | 8,235 | |||
Insurance claim reserves | REIT advisory | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash | 25,616 | 24,588 | |||
Managed hotel properties' reserves | Remington | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash | 9,584 | 6,923 | |||
Insurance claim reserves | Remington | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash | 859 | 1,312 | |||
Debt service related operating reserves | INSPIRE | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash | 0 | $ 1,000 | 1,000 | ||
Total Marietta restricted cash | Marietta | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash current | 1,055 | 1,055 | |||
Capital improvements reserves | Marietta | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash current | 255 | 255 | |||
Restricted cash held in escrow | Marietta | |||||
Restricted Cash and Cash Equivalents Items [Line Items] | |||||
Restricted cash current | $ 800 | $ 800 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2017 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 15, 2021 | Jan. 14, 2021 | Jan. 13, 2021 | |
Disaggregation of Revenue [Line Items] | |||||||||
Percent excess of fees paid | 80% | ||||||||
Total revenues | $ 164,608 | $ 108,186 | $ 466,020 | $ 255,966 | |||||
Period of unsatisfied performance obligations (in years) | 1 year | 1 year | |||||||
Accounts receivable, net | $ 18,000 | $ 7,600 | $ 18,000 | ||||||
Remington | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenues | 93,756 | 58,155 | $ 255,062 | 133,047 | |||||
Base management fees, percentage of hotel revenues | 3% | ||||||||
Incentive management fee, percentage of hotel revenues | 1% | ||||||||
Maximum | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Advisory fee cap | 29,000 | 29,000 | $ 29,000 | 29,000 | |||||
Advisory fee monthly cap | 2,400 | 2,400 | |||||||
Ashford Trust | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Quarterly base fee (as a percent) | 0.70% | ||||||||
Total revenues | 81,754 | 65,689 | 241,920 | 159,788 | |||||
Due from related parties | $ 4,500 | 2,600 | $ 4,500 | ||||||
Ashford Trust | Base advisory fees, constrained and deferred | Advisory services fees revenue | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Total revenues | 7,200 | 2,200 | 5,500 | ||||||
Ashford Trust | Minimum | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Quarterly base fee (as a percent) | 0.50% | ||||||||
Total market capitalization threshold for calculating base advisory fee | $ 6,000,000 | ||||||||
Ashford Trust | Maximum | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Quarterly base fee (as a percent) | 0.70% | ||||||||
Total market capitalization threshold for calculating base advisory fee | $ 10,000,000 | ||||||||
Braemar | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Quarterly base fee (as a percent) | 0.70% | 0.70% | |||||||
Total revenues | $ 26,659 | $ 14,274 | $ 62,663 | $ 34,907 | |||||
Investment in unconsolidated entities | $ 5,000 | ||||||||
Initial contract period (in years) | 10 years | 10 years | |||||||
Due from related parties | $ 9,600 | $ 1,100 | $ 9,600 |
Revenues - Deferred Income Acti
Revenues - Deferred Income Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Deferred Revenue and Contract Balances | ||||
Beginning balance | $ 8,680 | $ 19,663 | $ 10,905 | $ 21,359 |
Increases to deferred income | 2,458 | 5,154 | 8,247 | 15,373 |
Recognition of revenue | (3,175) | (5,335) | (11,189) | (17,250) |
Ending balance | 7,963 | 19,482 | 7,963 | 19,482 |
Revenue recognized | 3,175 | 5,335 | 11,189 | 17,250 |
Advisory services fees | ||||
Deferred Revenue and Contract Balances | ||||
Recognition of revenue | (371) | (512) | (1,200) | (1,600) |
Revenue recognized | 371 | 512 | 1,200 | 1,600 |
Audio visual | ||||
Deferred Revenue and Contract Balances | ||||
Recognition of revenue | (535) | (296) | (2,200) | (1,500) |
Revenue recognized | 535 | 296 | 2,200 | 1,500 |
Other services | ||||
Deferred Revenue and Contract Balances | ||||
Recognition of revenue | (1,600) | (2,200) | (4,800) | (5,300) |
Revenue recognized | $ 1,600 | 2,200 | 4,800 | 5,300 |
Other revenue | ||||
Deferred Revenue and Contract Balances | ||||
Recognition of revenue | (2,300) | (2,300) | (8,900) | |
Revenue recognized | $ 2,300 | $ 2,300 | $ 8,900 |
Revenues - Disaggregated Revenu
Revenues - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 164,608 | $ 108,186 | $ 466,020 | $ 255,966 |
REIT advisory | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 20,053 | 17,936 | 58,668 | 49,749 |
Remington | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 93,756 | 58,155 | 255,062 | 133,047 |
Premier | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 9,582 | 3,047 | 22,893 | 7,421 |
INSPIRE | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 26,197 | 15,108 | 87,235 | 28,170 |
RED | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 6,616 | 6,738 | 20,354 | 18,159 |
OpenKey | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 389 | 505 | 1,184 | 1,436 |
Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 8,015 | 6,697 | 20,624 | 17,984 |
Advisory services fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 12,255 | 10,143 | 36,026 | 30,132 |
Advisory services fees | REIT advisory | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 12,255 | 10,143 | 36,026 | 30,132 |
Advisory services fees | Remington | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | Premier | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | INSPIRE | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | RED | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | OpenKey | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Base advisory fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 12,124 | 10,012 | 35,637 | 29,743 |
Other advisory revenue | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 131 | 131 | 389 | 389 |
Hotel management fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 12,876 | 7,750 | 33,474 | 18,737 |
Hotel management fees | REIT advisory | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | Remington | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 12,876 | 7,750 | 33,474 | 18,737 |
Hotel management fees | Premier | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | INSPIRE | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | RED | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | OpenKey | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Base fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 9,285 | 6,166 | 24,943 | 15,331 |
Incentive fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 2,242 | 1,584 | 6,113 | 3,406 |
Other management fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 1,349 | 0 | 2,418 | 0 |
Design and construction fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 6,276 | 2,202 | 15,538 | 5,611 |
Design and construction fees | REIT advisory | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | Remington | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | Premier | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 6,276 | 2,202 | 15,538 | 5,611 |
Design and construction fees | INSPIRE | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | RED | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | OpenKey | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 26,159 | 15,108 | 87,101 | 28,170 |
Audio visual | REIT advisory | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | Remington | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | Premier | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | INSPIRE | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 26,159 | 15,108 | 87,101 | 28,170 |
Audio visual | RED | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | OpenKey | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Total other revenue | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 10,391 | 13,104 | 33,902 | 35,899 |
Watersports, ferry and excursion services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 6,608 | 6,738 | 20,337 | |
Watersports, ferry and excursion services | RED | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 18,159 | |||
Debt placement and related fees | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 125 | 3,224 | 3,298 | 9,802 |
Claims management services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 28 | 16 | 61 |
Other services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 3,658 | 3,114 | 10,251 | 7,877 |
Cost reimbursement revenue | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 96,651 | 59,879 | 259,979 | 137,417 |
Cost reimbursement revenue | REIT advisory | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 7,798 | 7,765 | 22,626 | 19,556 |
Cost reimbursement revenue | Remington | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 80,880 | 50,405 | 221,407 | 114,290 |
Cost reimbursement revenue | Premier | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 3,306 | 845 | 7,355 | 1,810 |
Cost reimbursement revenue | INSPIRE | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 38 | 0 | 134 | 0 |
Cost reimbursement revenue | RED | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 8 | 0 | 17 | 0 |
Cost reimbursement revenue | OpenKey | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | 0 | 0 | 4 | 0 |
Cost reimbursement revenue | Corporate and Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenues | $ 4,621 | $ 864 | $ 8,436 | $ 1,761 |
Revenues - Revenue by Geographi
Revenues - Revenue by Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 164,608 | $ 108,186 | $ 466,020 | $ 255,966 |
INSPIRE | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 26,197 | 15,108 | 87,235 | 28,170 |
INSPIRE | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 21,986 | 12,831 | 68,114 | 23,583 |
INSPIRE | Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,345 | 1,430 | 14,118 | 3,101 |
INSPIRE | Dominican Republic | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,866 | 847 | 5,003 | 1,486 |
RED | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,616 | 6,738 | 20,354 | 18,159 |
RED | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,581 | 6,166 | 17,435 | 17,587 |
RED | United Kingdom (Turks and Caicos Islands) | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,035 | $ 572 | $ 2,919 | $ 572 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Equity interest issued, after discount | $ 1,390 | $ 0 | ||
Chesapeake | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 6,300 | |||
Equity interest issued (in shares) | 378,000 | |||
Equity interest issued (in dollars per share) | $ 25 | |||
Equity interest issued, value | $ 9,450 | |||
Equity interest issued, discount | 8,063 | |||
Equity interest issued, after discount | $ 1,400 | |||
Preferred units, convertible, conversion price (in dollars per share) | $ 117.50 | |||
Contingent consideration | $ 10,250 | |||
Total potential consideration | 18,100 | |||
Adjustment of working capital paid to the sellers | $ 73 | |||
Acquisition revenues | 15,600 | 27,500 | ||
Net income (loss) from acquisition | 1,700 | 3,100 | ||
Non-recurring transaction costs | $ 445 | $ 1,400 | ||
Chesapeake | Cash Consideration Payable | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | 6,300 | |||
Chesapeake | Equity Consideration Payable | ||||
Business Acquisition [Line Items] | ||||
Contingent consideration | $ 6,300 |
Acquisitions - Purchase Price a
Acquisitions - Purchase Price and Final Allocation (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Apr. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Fair value of contingent consideration | $ 1,670 | $ 0 | |
Chesapeake | |||
Business Acquisition [Line Items] | |||
Series CHP Units | $ 9,450 | ||
Discount on Series CHP Units | (8,063) | ||
Cash | 6,300 | ||
Fair value of contingent consideration | 1,670 | ||
Working capital adjustments | 193 | ||
Total fair value of purchase price | $ 9,550 |
Acquisitions - Acquisition Sche
Acquisitions - Acquisition Schedules (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Apr. 15, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 58,675 | $ 58,675 | $ 56,622 | |||
Pro Forma Financial Results | ||||||
Total revenues | 164,608 | $ 119,041 | 478,940 | $ 280,889 | ||
Net income (loss) | (769) | (1,047) | 5,103 | (17,335) | ||
Net income (loss) attributable to common stockholders | $ (9,684) | $ (10,094) | $ (21,978) | $ (44,068) | ||
Chesapeake | ||||||
Business Acquisition [Line Items] | ||||||
Current assets including cash of $228 | $ 930 | |||||
Goodwill | 2,053 | |||||
Management contracts | 7,131 | |||||
Total assets acquired | 10,114 | |||||
Current liabilities | 347 | |||||
Deferred tax liability | 217 | |||||
Total assumed liabilities | 564 | |||||
Net assets acquired | 9,550 | |||||
Cash and equivalents | $ 228 | |||||
Chesapeake | Management contracts | ||||||
Business Acquisition [Line Items] | ||||||
Estimated Useful Life | 8 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 56,622 |
Additions | 1,980 |
Adjustments | 73 |
Ending balance | 58,675 |
Remington | |
Goodwill [Roll Forward] | |
Beginning balance | 54,605 |
Additions | 1,980 |
Adjustments | 73 |
Ending balance | 56,658 |
RED | |
Goodwill [Roll Forward] | |
Beginning balance | 1,235 |
Additions | 0 |
Adjustments | 0 |
Ending balance | 1,235 |
Corporate and Other | |
Goodwill [Roll Forward] | |
Beginning balance | 782 |
Additions | 0 |
Adjustments | 0 |
Ending balance | $ 782 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Apr. 15, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 321,324 | $ 314,194 | |
Accumulated Amortization | (93,683) | (74,858) | |
Net Carrying Amount | 227,641 | 239,336 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 5,390 | 5,390 | |
Management contracts | Remington | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 114,730 | 107,600 | |
Accumulated Amortization | (37,298) | (28,284) | |
Net Carrying Amount | 77,432 | 79,316 | |
Management contracts | Premier | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 194,000 | 194,000 | |
Accumulated Amortization | (50,466) | (41,619) | |
Net Carrying Amount | 143,534 | 152,381 | |
Customer Relationships | INSPIRE | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 9,319 | 9,319 | |
Accumulated Amortization | (5,248) | (4,409) | |
Net Carrying Amount | 4,071 | 4,910 | |
Customer Relationships | Corporate and Other | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 175 | 175 | |
Accumulated Amortization | (175) | (166) | |
Net Carrying Amount | 0 | 9 | |
Boat slip rights | RED | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3,100 | 3,100 | |
Accumulated Amortization | (496) | (380) | |
Net Carrying Amount | 2,604 | 2,720 | |
Trademarks | Remington | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 4,900 | 4,900 | |
Trademarks | RED | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 490 | $ 490 | |
Chesapeake | |||
Finite-Lived Intangible Assets [Line Items] | |||
Management contracts | $ 7,131 | ||
Chesapeake | Management contracts | Remington | |||
Finite-Lived Intangible Assets [Line Items] | |||
Management contracts | $ 7,100 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 6.5 | $ 6.4 | $ 18.8 | $ 19.2 |
Customer Relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 5 years | |||
Customer Relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 15 years | |||
Management contracts | Premier | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 30 years | |||
Management contracts | Minimum | Remington | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 8 years | |||
Management contracts | Maximum | Remington | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 22 years | |||
Boat slip rights | RED | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life (in years) | 20 years |
Notes Payable, net - Schedule o
Notes Payable, net - Schedule of Debt (Details) | 9 Months Ended | ||||||||
Sep. 15, 2022 USD ($) | Apr. 18, 2022 USD ($) | Apr. 01, 2022 USD ($) borrowing extension | Mar. 17, 2022 USD ($) debt_instrument | Mar. 09, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 18, 2019 | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Total notes payable | $ 98,415,000 | $ 59,622,000 | |||||||
Capitalized default interest, net | $ 427,000 | 184,000 | 290,000 | ||||||
Deferred loan costs, net | (2,777,000) | (518,000) | |||||||
Original issue discount, net | (1,815,000) | 0 | |||||||
Notes payable including capitalized default interest and deferred loan costs, net | 94,007,000 | 59,394,000 | |||||||
Less current portion | (5,046,000) | (6,725,000) | |||||||
Total notes payable, net - non-current | 88,961,000 | 52,669,000 | |||||||
Extension term (in years) | 1 year | ||||||||
RED | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, collateral amount | 12,700,000 | $ 12,500,000 | |||||||
OpenKey | |||||||||
Debt Instrument [Line Items] | |||||||||
Acquisition of non-controlling interest in consolidated subsidiaries | $ 1,900,000 | ||||||||
Payment term of acquired redeemable noncontrolling interests (in years) | 7 years | ||||||||
Annual interest rate of acquired redeemable noncontrolling interests | 4% | ||||||||
Percentage payable premium or cash | 10% | ||||||||
Interest Rate Cap | |||||||||
Debt Instrument [Line Items] | |||||||||
Notional amount | $ 5,000,000 | ||||||||
Derivative interest rate | 4% | ||||||||
LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Reference rate | 3.14% | 0.10% | |||||||
Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Reference rate | 6.25% | 3.25% | |||||||
Term Loan Due March 2024 | Base Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2% | ||||||||
Term Loan Due March 2024 | Base Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Term Loan Due March 2024 | LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3% | ||||||||
Term Loan Due March 2024 | LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.25% | ||||||||
Note Payable Due February 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 4% | ||||||||
Term Loan Due January 2024 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.50% | ||||||||
Facility Due 2024 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.50% | ||||||||
Facility due On Demand | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Facility Due 2022 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.75% | ||||||||
Term Loan Due July 2029 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 6% | ||||||||
Term Loan Due July 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 6.50% | ||||||||
Term Loan One Due August 2029 Plus 2.00% | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2% | ||||||||
Term Loan Two Due August 2029 Plus 2.00% | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2% | ||||||||
Term Loan Due August 2029 Plus 1.75% | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.75% | ||||||||
Draw Term Loan One Due March 2032 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Draw Term Loan Two Due March 2032 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Draw Term Loan Due 2027 or 2032 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Term Loan and Facility Due 2024 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.25% | ||||||||
Interest rate increase | 0.25% | ||||||||
Line of Credit | RED | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity | $ 860,000 | $ 1,500,000 | |||||||
Line of Credit | Credit Facility Due April 2027 | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | $ 70,000,000 | 0 | |||||||
Reference rate | 1.25% | ||||||||
Line of Credit | Credit Facility Due April 2027 | Base Rate | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 6.35% | ||||||||
Line of Credit | Credit Facility Due April 2027 | LIBOR | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 7.35% | ||||||||
Reference rate | 1% | ||||||||
Line of Credit | Credit Facility Due April 2027 | Federal Funds Rate | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Reference rate | 0.50% | ||||||||
Line of Credit | Term Loan Due March 2024 | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Extinguishment of debt | $ 26,600,000 | ||||||||
Line of Credit | Draw Term Loan Due 2027 or 2032 | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 1,500,000 | ||||||||
Remaining borrowing capacity | $ 1,500,000 | ||||||||
Line of Credit | Draw Term Loan Due 2027 or 2032 | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt term (in years) | 5 years | ||||||||
Line of Credit | Draw Term Loan Due 2027 or 2032 | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt term (in years) | 10 years | ||||||||
Line of Credit | Draw Term Loan Due 2027 or 2032 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Original issue discount, net | (2,000,000) | ||||||||
Maximum borrowing capacity | 100,000,000 | ||||||||
Proceeds from long-term lines of credit | $ 20,000,000 | 50,000,000 | |||||||
Remaining borrowing capacity | $ 50,000,000 | 30,000,000 | |||||||
Number of separate borrowings | borrowing | 5 | ||||||||
Additional borrowing period | 24 months | ||||||||
Debt term (in years) | 5 years | ||||||||
Number of extension options | extension | 3 | ||||||||
Term of extension options | 1 year | ||||||||
Unused capacity fee percentage | 1% | ||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Base Rate | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 6.35% | ||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | LIBOR | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Floor interest rate | 0.25% | ||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Federal Funds Rate | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Prime or Eurodollar Rate | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1% | ||||||||
Floor interest rate | 1.25% | ||||||||
Line of Credit | Senior Secured Term Loan Facility Due 2027 | Eurodollar | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 7.35% | ||||||||
Line of Credit | Extension Period One | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate increase | 0.50% | ||||||||
Line of Credit | Extension Period Two | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate increase | 0.75% | ||||||||
Line of Credit | Extension Period Three | Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate increase | 1% | ||||||||
Line of Credit | Draw Term Loans Due March 2032 | RED | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5% | ||||||||
Floor interest rate | 5% | ||||||||
Number of instruments entered into | debt_instrument | 2 | ||||||||
Face amount of debt | $ 1,500,000 | ||||||||
Stated percentage rate period | 3 years | ||||||||
Line of Credit | Draw Term Loans Due March 2032 | Prime Rate | RED | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Notes Payable to Banks | Term Loan Due March 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | $ 0 | 27,271,000 | |||||||
Notes Payable to Banks | Term Loan Due March 2024 | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Reference rate | 1% | ||||||||
Notes Payable to Banks | Term Loan Due March 2024 | Federal Funds Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Reference rate | 0.50% | ||||||||
Notes Payable to Banks | Note Payable Due February 2028 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | $ 1,558,000 | 1,746,000 | |||||||
Notes Payable to Banks | Term Loan Due January 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 18,050,000 | 20,000,000 | |||||||
Minimum principal payment to extend loan | $ 2,500,000 | ||||||||
Notes Payable to Banks | Term Loan Due July 2029 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 6% | ||||||||
Total notes payable | $ 1,608,000 | 1,641,000 | |||||||
Interest rate term (in years) | 5 years | ||||||||
Notes Payable to Banks | Term Loan Due July 2029 | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Floor interest rate | 6% | ||||||||
Notes Payable to Banks | Term Loan Due July 2023 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | $ 406,000 | 607,000 | |||||||
Notes Payable to Banks | Term Loan One Due August 2029 Plus 2.00% | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 873,000 | 888,000 | |||||||
Notes Payable to Banks | Term Loan Two Due August 2029 Plus 2.00% | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 2,018,000 | 2,143,000 | |||||||
Notes Payable to Banks | Term Loan Due August 2029 Plus 1.75% | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 3,090,000 | 3,357,000 | |||||||
Notes Payable to Banks | Draw Term Loan One Due March 2032 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 640,000 | 0 | |||||||
Notes Payable to Banks | Draw Term Loan Two Due March 2032 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 22,000 | 0 | |||||||
Notes Payable to Banks | Draw Term Loan Due 2027 or 2032 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 0 | 0 | |||||||
Notes Payable to Banks | Term Loan and Facility Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Monthly payment one | 200,000 | ||||||||
Monthly payment two | 250,000 | ||||||||
Monthly payment three | 300,000 | ||||||||
Revolving Credit Facility | Facility Due 2024 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 0 | 1,869,000 | |||||||
Maximum borrowing capacity | $ 3,000,000 | ||||||||
Remaining borrowing capacity | 3,000,000 | ||||||||
Revolving Credit Facility | Facility Due 2024 | INSPIRE | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, collateral amount | 9,000,000 | 5,000,000 | |||||||
Revolving Credit Facility | Facility due On Demand | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 150,000 | 100,000 | |||||||
Remaining borrowing capacity | 100,000 | ||||||||
Revolving Credit Facility | Facility Due 2022 | |||||||||
Debt Instrument [Line Items] | |||||||||
Total notes payable | 0 | $ 0 | |||||||
Remaining borrowing capacity | $ 250,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 18,332 | $ 11,682 |
Accrued payroll expense | 22,836 | 23,648 |
Accrued vacation expense | 3,995 | 3,427 |
Accrued interest | 323 | 259 |
Other accrued expenses | 2,265 | 881 |
Total accounts payable and accrued expenses | $ 47,751 | $ 39,897 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | $ 348 | $ 576 |
Contingent consideration | (1,970) | |
Subsidiary compensation plan | (68) | (164) |
Deferred compensation plan | (2,759) | (3,326) |
Total | (4,797) | (3,490) |
Net | (4,449) | (2,914) |
Ashford Trust | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 87 | 150 |
Braemar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 261 | 426 |
Quoted Market Prices (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 348 | 576 |
Contingent consideration | 0 | |
Subsidiary compensation plan | 0 | 0 |
Deferred compensation plan | (2,759) | (3,326) |
Total | (2,759) | (3,326) |
Net | (2,411) | (2,750) |
Quoted Market Prices (Level 1) | Ashford Trust | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 87 | 150 |
Quoted Market Prices (Level 1) | Braemar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 261 | 426 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 0 | 0 |
Contingent consideration | 0 | |
Subsidiary compensation plan | (68) | (164) |
Deferred compensation plan | 0 | 0 |
Total | (68) | (164) |
Net | (68) | (164) |
Significant Other Observable Inputs (Level 2) | Ashford Trust | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Braemar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 0 | 0 |
Contingent consideration | (1,970) | |
Subsidiary compensation plan | 0 | 0 |
Deferred compensation plan | 0 | 0 |
Total | (1,970) | 0 |
Net | (1,970) | 0 |
Significant Unobservable Inputs (Level 3) | Ashford Trust | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Braemar | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Investment | $ 0 | $ 0 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward of Contingent Consideration Liability (Details) - Fair Value, Measurements, Recurring - Significant Unobservable Inputs (Level 3) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Measurement Input, Price Volatility | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Business combination, contingent consideration, liability, measurement input | 0.6801 |
Minimum | Measurement Input, Discount Rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Business combination, contingent consideration, liability, measurement input | 0.3481 |
Minimum | Measurement Input, Risk Free Interest Rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Business combination, contingent consideration, liability, measurement input | 0.0402 |
Maximum | Measurement Input, Discount Rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Business combination, contingent consideration, liability, measurement input | 0.3484 |
Maximum | Measurement Input, Risk Free Interest Rate | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Business combination, contingent consideration, liability, measurement input | 0.0434 |
Contingent consideration | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ (1,970) |
Acquisition of Chesapeake | (1,670) |
Gains (losses) included in earnings | (300) |
Dispositions and settlements | 0 |
Transfers into/out of Level 3 | 0 |
Ending balance | $ 0 |
Fair Value Measurements - Effec
Fair Value Measurements - Effect of Fair Value Measured Assets and Liabilities on the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total | $ 15 | $ (1,165) | $ (56) | $ (1,538) |
Unrealized gain (loss) | (264) | 1,616 | 157 | (1,481) |
Net | (249) | 451 | 101 | (3,019) |
Intangible assets, net | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Intangible assets, net | 0 | (1,160) | 0 | (1,160) |
Contingent consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) | (300) | 0 | (300) | (23) |
Subsidiary compensation plan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) | (42) | 5 | (110) | (268) |
Deferred compensation plan | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) | 78 | 1,611 | 567 | (1,190) |
Restricted Investments | Ashford Trust | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on investment | 12 | 0 | 68 | 0 |
Realized gain (loss) on investment | (3) | (5) | (97) | (336) |
Restricted Investments | Braemar | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain (loss) on investment | 6 | 0 | (50) | 0 |
Realized gain (loss) on investment | $ 0 | $ 0 | $ 23 | $ (42) |
Fair Value Measurements - Restr
Fair Value Measurements - Restricted Investment (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair Value | $ 348 | $ 576 |
Distributions of available-for-sale securities | 365 | 855 |
Restricted Investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Historical Cost | 821 | 1,068 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (473) | (492) |
Fair Value | $ 348 | $ 576 |
Summary of Fair Value of Fina_3
Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | |
Financial assets measured at fair value: | ||||
Restricted investment, Carrying value | $ 348 | $ 576 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | 2,800 | 3,300 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 44,071 | 37,571 | $ 40,210 | $ 45,270 |
Restricted cash, Carrying value | 37,114 | 34,878 | $ 34,554 | $ 37,396 |
Accounts receivable, net, Carrying value | 18,000 | 7,600 | ||
Due from affiliates, Carrying value | 256 | 165 | ||
Investments in unconsolidated entities, Carrying value | 3,941 | 3,581 | ||
Financial liabilities not measured at fair value: | ||||
Dividends payable, Carrying value | 26,777 | 34,574 | ||
Due to affiliates | 236 | 0 | ||
Notes payable, Carrying value | $ 98,415 | 59,622 | ||
Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Maximum maturity period of financial assets (in days) | 90 days | |||
Ashford Trust | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | $ 4,500 | 2,600 | ||
Braemar | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 9,600 | 1,100 | ||
Carrying Value | ||||
Financial assets measured at fair value: | ||||
Restricted investment, Carrying value | 348 | 576 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Carrying value | 2,759 | 3,326 | ||
Fair value of contingent consideration | 1,970 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Carrying value | 44,071 | 37,571 | ||
Restricted cash, Carrying value | 37,114 | 34,878 | ||
Accounts receivable, net, Carrying value | 17,958 | 7,622 | ||
Notes receivable, Carrying value | 1,500 | 2,880 | ||
Due from affiliates, Carrying value | 256 | 165 | ||
Investments in unconsolidated entities, Carrying value | 3,941 | 3,581 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Carrying value | 47,751 | 39,897 | ||
Dividends payable, Carrying value | 26,777 | 34,574 | ||
Due to affiliates | 236 | 0 | ||
Other liabilities, Carrying value | 27,550 | 25,899 | ||
Notes payable, Carrying value | 98,415 | 59,622 | ||
Carrying Value | Ashford Trust | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 4,483 | 2,575 | ||
Carrying Value | Braemar | ||||
Financial assets not measured at fair value: | ||||
Due from related parties | 9,562 | 1,144 | ||
Estimated Fair Value | ||||
Financial assets measured at fair value: | ||||
Restricted investment, Fair value | 348 | 576 | ||
Financial liabilities measured at fair value: | ||||
Deferred compensation plan, Fair value | 2,759 | 3,326 | ||
Contingent consideration, Fair value | 1,970 | 0 | ||
Financial assets not measured at fair value: | ||||
Cash and cash equivalents, Fair value | 44,071 | 37,571 | ||
Restricted cash, Fair value | 37,114 | 34,878 | ||
Accounts receivable, net, Fair value | 17,958 | 7,622 | ||
Notes receivable, Fair value | 1,500 | 2,880 | ||
Due from affiliates, Fair value | 256 | 165 | ||
Investments in unconsolidated entities, Fair value | 3,941 | 3,581 | ||
Financial liabilities not measured at fair value: | ||||
Accounts payable and accrued expenses, Fair value | 47,751 | 39,897 | ||
Dividends payable, Fair value | 26,777 | 34,574 | ||
Due to affiliates, Fair value | 236 | 0 | ||
Other liabilities, Fair value | 27,550 | 25,899 | ||
Estimated Fair Value | Minimum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | 93,494 | 56,641 | ||
Estimated Fair Value | Maximum | ||||
Financial liabilities not measured at fair value: | ||||
Notes payable, Fair value | 103,336 | 62,603 | ||
Estimated Fair Value | Ashford Trust | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Fair value | 4,483 | 2,575 | ||
Estimated Fair Value | Braemar | ||||
Financial assets not measured at fair value: | ||||
Due from related parties, Fair value | $ 9,562 | $ 1,144 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Aug. 05, 2022 USD ($) | Jul. 15, 2022 USD ($) installment | Sep. 30, 2022 USD ($) |
Former Chief Operating Officer | |||
Long-term Purchase Commitment [Line Items] | |||
Cash termination payment | $ 750,000 | ||
Severance payments liability | $ 6,400,000 | $ 5,900,000 | |
Number of monthly installments | installment | 24 | ||
Severance costs, monthly installment amount | $ 267,000 | ||
Class Action Lawsuit, California Employment Laws | |||
Long-term Purchase Commitment [Line Items] | |||
Loss contingency accrual | 0 | ||
Ashford Trust | |||
Long-term Purchase Commitment [Line Items] | |||
ERFP commitment | $ 11,400,000 |
Equity (Deficit) - Noncontrolli
Equity (Deficit) - Noncontrolling Interest in Consolidated Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||||
Total net (income) loss attributable to noncontrolling interests | $ 272 | $ 180 | $ 830 | $ 509 |
OpenKey | ||||
Class of Stock [Line Items] | ||||
Total net (income) loss attributable to noncontrolling interests | 223 | 215 | 677 | 626 |
RED | ||||
Class of Stock [Line Items] | ||||
Total net (income) loss attributable to noncontrolling interests | 0 | (14) | 0 | (52) |
Pure Wellness | ||||
Class of Stock [Line Items] | ||||
Total net (income) loss attributable to noncontrolling interests | $ 49 | $ (21) | $ 153 | $ (65) |
Mezzanine Equity - Redeemable N
Mezzanine Equity - Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | ||||
Net (income) loss attributable to redeemable noncontrolling interests | $ (158) | $ 13 | $ (290) | $ 208 |
Ashford Holdings | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Net (income) loss attributable to redeemable noncontrolling interests | (158) | 13 | (290) | 56 |
OpenKey | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 0 | $ 0 | $ 0 | $ 152 |
Mezzanine Equity - Narrative (D
Mezzanine Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 14, 2022 | Jul. 15, 2022 | Apr. 15, 2022 | Nov. 06, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 06, 2022 | Nov. 06, 2021 | Nov. 06, 2020 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests | $ 158 | $ (13) | $ 290 | $ (208) | ||||||||
Amortization of preferred stock discount | 0 | 306 | 0 | 933 | ||||||||
Payments of ordinary dividends, preferred stock | 35,219 | 8,353 | ||||||||||
Aggregate preferred dividends - undeclared | 26,777 | 26,777 | $ 34,574 | |||||||||
Dividends payable | 26,777 | 26,777 | 34,574 | |||||||||
Ashford Holdings | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests | 158 | $ (13) | 290 | $ (56) | ||||||||
Series CHP Units | Ashford Holdings | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Net (income) loss attributable to redeemable noncontrolling interests | 172 | 317 | ||||||||||
Series D Convertible Preferred Stock | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Preferred stock, consent percentage | 55% | |||||||||||
Dividends payable | $ 26,800 | $ 26,800 | $ 34,600 | |||||||||
Series D Convertible Preferred Stock | Subsequent Event | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Payments of ordinary dividends, preferred stock | $ 8,700 | |||||||||||
Preferred stock, dividend rate (in dollars per share) | $ 0.455 | |||||||||||
Series D Convertible Preferred Stock | Dividends For The Quarters Ending June 30, 2020 And December 31, 2020 | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Payments of ordinary dividends, preferred stock | $ 17,800 | |||||||||||
Preferred stock, dividend rate (in dollars per share) | $ 0.932 | |||||||||||
Series D Convertible Preferred Stock | Dividends For The Quarter Ending March 31, 2022 | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Payments of ordinary dividends, preferred stock | $ 8,700 | |||||||||||
Series D Convertible Preferred Stock | Dividends For The Quarter Ending June 30, 2022 | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Payments of ordinary dividends, preferred stock | $ 8,700 | |||||||||||
Remington | Series D Convertible Preferred Stock | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Liquidation value (in dollars per share) | $ 25 | |||||||||||
Dividend rate | 6.99% | 6.59% | ||||||||||
Share price (in dollars per share) | $ 117.50 | |||||||||||
Increase in annual percentage | 10% | |||||||||||
Remington | Series D Convertible Preferred Stock | Forecast | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Dividend rate | 7.28% | |||||||||||
Premier | Series D Convertible Preferred Stock | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Redemption increments amount | $ 25,000 | |||||||||||
Redemption price (in dollars per share) | $ 25.125 | |||||||||||
Redemption, minimum business days before purchase closes (in days) | 5 days | |||||||||||
Chesapeake | ||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||
Equity interest issued (in shares) | 378,000 | |||||||||||
Equity interest issued (in dollars per share) | $ 25 | |||||||||||
Convertible preferred units, dividend rate, percentage | 7.28% | |||||||||||
Preferred units, convertible, conversion price (in dollars per share) | $ 117.50 | |||||||||||
Convertible preferred units, dividend rate, percentage increase | 10% | |||||||||||
Consent of holders of units necessary for taking specified action, percent | 50% |
Mezzanine Equity - Preferred St
Mezzanine Equity - Preferred Stock Cumulative Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |||||
Preferred dividends - declared | $ 0 | $ 8,353 | $ 35,219 | $ 16,706 | |
Preferred dividends per share - declared (in dollars per share) | $ 0 | $ 0.4369 | $ 1.8420 | $ 0.8737 | |
Aggregate preferred dividends - undeclared | $ 26,777 | $ 26,777 | $ 34,574 | ||
Preferred dividends per share - undeclared (in dollars per share) | $ 1.4005 | $ 1.4005 | $ 1.8083 |
Equity-Based Compensation - Com
Equity-Based Compensation - Components of Equity-Based Compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation | $ 6,559 | $ 6,409 | $ 16,707 | $ 17,326 | |
Unrecognized compensation expense, stock options | 319 | 319 | |||
Plan modification, incremental cost | 947 | 947 | |||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation | $ 979 | 552 | $ 1,365 | 2,101 | |
Period for recognition (in years) | 2 years 6 months | ||||
Plan modification, number of shares (in shares) | 74,000 | 74,000 | |||
Employee Stock Option | Employee equity grant expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation | $ 896 | 363 | $ 1,725 | 904 | |
Stock Compensation Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation | 1,921 | 910 | 3,591 | 3,650 | |
Stock Compensation Plan | REIT equity-based compensation | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation | 4,638 | 5,499 | 13,116 | 13,676 | |
Stock Compensation Plan | Director and other non-employee equity grants expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation | 46 | $ (5) | $ 501 | $ 645 | |
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period for recognition (in years) | 1 year 8 months 12 days | ||||
Unrecognized compensation expense, other than options | $ 2,500 | $ 2,500 | |||
Long-Term Incentive Plan Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Plan modification, number of shares (in shares) | 150,000 | 150,000 | |||
Long-Term Incentive Plan Units | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issued (in shares) | 39,000 | ||||
Fair value of units issued | $ 627 | ||||
Vesting period | 3 years | ||||
Common partnership unit per converted long term incentive plan unit (in shares) | 1 |
Deferred Compensation Plan - DC
Deferred Compensation Plan - DCP Activity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Change in fair value | |||||
Unrealized gain (loss) | $ (264) | $ 1,616 | $ 157 | $ (1,481) | |
Distributions | |||||
Fair value | $ 0 | $ 13 | $ 0 | $ 39 | |
Shares (in shares) | 0 | 1 | 0 | 3 | |
Deferred compensation plan liability | $ 2,800 | $ 2,800 | $ 3,300 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jan. 27, 2022 | Jan. 20, 2021 | Jan. 15, 2019 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Mar. 20, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | $ 164,608,000 | $ 108,186,000 | $ 466,020,000 | $ 255,966,000 | ||||||||||
Deferred revenue | 7,963,000 | $ 10,905,000 | 19,482,000 | $ 19,663,000 | 7,963,000 | 19,482,000 | $ 21,359,000 | $ 8,680,000 | ||||||
Loss on disposal | (837,000) | (1,321,000) | ||||||||||||
Allocation percentage | 10% | 50% | ||||||||||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | |||||||||||||
Re-allocation of cost reimbursement revenue and reimbursed expenses | 1,300,000 | 1,300,000 | ||||||||||||
Payments to acquire investments | 400,000 | 250,000 | ||||||||||||
Reimbursed expenses | 96,576,000 | 59,822,000 | 259,665,000 | 137,154,000 | ||||||||||
Officer of J&S | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Operating lease, expense | $ 818,000 | 838,000 | $ 2,500,000 | 2,500,000 | ||||||||||
Braemar | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Allocation percentage | 45% | 50% | ||||||||||||
Braemar | OpenKey | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Noncontrolling interests in consolidated entities | 7.92% | 7.77% | 7.92% | |||||||||||
Ashford Trust | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Allocation percentage | 45% | 0% | ||||||||||||
Ashford Trust | OpenKey | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Noncontrolling interests in consolidated entities | 15.06% | 16.65% | 15.06% | |||||||||||
Payments to acquire investments | $ 164,000 | $ 327,000 | ||||||||||||
Ashford Trust | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 81,754,000 | 65,689,000 | 241,920,000 | 159,788,000 | ||||||||||
Purchased FF&E | $ 406,000 | 144,000 | $ 82,000 | |||||||||||
Net book value of FF&E sold | $ 399,000 | |||||||||||||
Loss on sale of FF&E | 706,000 | 267,000 | 107,000 | |||||||||||
Loss on disposal | $ 271,000 | |||||||||||||
Property and equipment, net | $ 1,100,000 | |||||||||||||
Amount received | 5,600,000 | |||||||||||||
Re-allocation of cost reimbursement revenue and reimbursed expenses | 3,500,000 | 3,500,000 | ||||||||||||
Ashford Trust | Affiliated Entity | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Program commitment amount | $ 50,000,000 | |||||||||||||
Program percent of commitment for each hotel | 10% | |||||||||||||
ERFP, acquisition term (in years) | 2 years | |||||||||||||
Ashford Trust | Affiliated Entity | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Program potential commitment amount | $ 100,000,000 | |||||||||||||
Ashford Trust | Fair Market Value of Replacement Assets | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due from related party | 128,000 | 128,000 | ||||||||||||
Lismore Capital LLC and Ashford Trust | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 125,000 | 2,300,000 | 2,400,000 | 8,000,000 | ||||||||||
Deferred revenue | 0 | $ 2,400,000 | 0 | |||||||||||
Lismore Capital LLC and Ashford Trust | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-04-07 | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Initial contract period (in years) | 24 months | |||||||||||||
Lismore Capital LLC | Braemar | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 0 | 853,000 | ||||||||||||
Braemar | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 26,659,000 | 14,274,000 | 62,663,000 | 34,907,000 | ||||||||||
Amount received | $ 5,100,000 | |||||||||||||
Braemar | Affiliated Entity | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Purchased FF&E | 1,600,000 | |||||||||||||
Offset amount | $ 1,600,000 | |||||||||||||
Ashford Trust and Braemar | Maximum | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Amount committed | $ 18,000,000 | |||||||||||||
Remington | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Base management fees, percentage of hotel revenues | 3% | |||||||||||||
Total revenues | 93,756,000 | 58,155,000 | $ 255,062,000 | 133,047,000 | ||||||||||
Reimbursed expenses | 80,880,000 | 50,405,000 | 221,407,000 | 114,290,000 | ||||||||||
Hotel management fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 12,876,000 | 7,750,000 | 33,474,000 | 18,737,000 | ||||||||||
Hotel management fees | Ashford Trust | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 7,606,000 | 6,440,000 | 21,885,000 | 15,891,000 | ||||||||||
Hotel management fees | Braemar | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 838,000 | 843,000 | 2,797,000 | 1,979,000 | ||||||||||
Hotel management fees | Remington | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Monthly hotel management fee | 16,000 | |||||||||||||
Total revenues | 12,876,000 | 7,750,000 | 33,474,000 | 18,737,000 | ||||||||||
Cost reimbursement revenue | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 96,651,000 | 59,879,000 | 259,979,000 | 137,417,000 | ||||||||||
Cost reimbursement revenue | Remington | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Reimbursed expenses | 100,000 | 110,000 | 290,000 | 311,000 | ||||||||||
Cost reimbursement revenue | Ashford Trust | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 61,687,000 | 47,646,000 | 181,613,000 | 110,202,000 | ||||||||||
Amount received | (3,500,000) | (2,300,000) | ||||||||||||
Cost reimbursement revenue | Braemar | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 19,404,000 | 9,314,000 | 42,523,000 | 20,539,000 | ||||||||||
Amount received | 8,100,000 | 864,000 | 10,800,000 | 1,800,000 | ||||||||||
Cost reimbursement revenue | Braemar | Dealer Manager Fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Amount received | 2,600,000 | 3,800,000 | ||||||||||||
Cost reimbursement revenue | Remington | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 80,880,000 | 50,405,000 | 221,407,000 | 114,290,000 | ||||||||||
Advisory services fees revenue | Ashford Trust | Base advisory fees, constrained and deferred | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | $ 7,200,000 | 2,200,000 | 5,500,000 | |||||||||||
Other revenue | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | 10,391,000 | 13,104,000 | 33,902,000 | 35,899,000 | ||||||||||
Cumulative catch-up adjustment to revenue | 1,100,000 | |||||||||||||
Other revenue | Remington | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total revenues | $ 0 | $ 0 | $ 181,000 | $ 20,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Total revenues | $ 164,608,000 | $ 108,186,000 | $ 466,020,000 | $ 255,966,000 | ||
Advisory agreement, amount due upon approval | 5,000,000 | $ 5,000,000 | ||||
Advisory agreement, initial term (in years) | 10 years | |||||
Re-allocation of cost reimbursement revenue and reimbursed expenses | 1,300,000 | $ 1,300,000 | ||||
Aggregate non-listed preferred equity offerings | $ 400,000,000 | |||||
Maximum | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fee cap | 29,000,000 | 29,000,000 | 29,000,000 | 29,000,000 | ||
REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 20,053,000 | 17,936,000 | 58,668,000 | 49,749,000 | ||
Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 93,756,000 | 58,155,000 | $ 255,062,000 | 133,047,000 | ||
Base management fees, percentage of hotel revenues | 3% | |||||
Incentive management fee, percentage of hotel revenues | 1% | |||||
Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 9,582,000 | 3,047,000 | $ 22,893,000 | 7,421,000 | ||
INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 26,197,000 | 15,108,000 | 87,235,000 | 28,170,000 | ||
RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 6,616,000 | 6,738,000 | 20,354,000 | 18,159,000 | ||
OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 389,000 | 505,000 | 1,184,000 | 1,436,000 | ||
Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 8,015,000 | 6,697,000 | 20,624,000 | 17,984,000 | ||
Base fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 9,285,000 | 6,166,000 | 24,943,000 | 15,331,000 | ||
Incentive fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 2,242,000 | 1,584,000 | 6,113,000 | 3,406,000 | ||
Hotel management fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 12,876,000 | 7,750,000 | 33,474,000 | 18,737,000 | ||
Hotel management fees | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Hotel management fees | Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 12,876,000 | 7,750,000 | 33,474,000 | 18,737,000 | ||
Hotel management fees | Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Hotel management fees | INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Hotel management fees | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Hotel management fees | OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Hotel management fees | Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Design and construction fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 6,276,000 | 2,202,000 | 15,538,000 | 5,611,000 | ||
Design and construction fees | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Design and construction fees | Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Design and construction fees | Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 6,276,000 | 2,202,000 | 15,538,000 | 5,611,000 | ||
Design and construction fees | INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Design and construction fees | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Design and construction fees | OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Design and construction fees | Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 10,391,000 | 13,104,000 | 33,902,000 | 35,899,000 | ||
Other | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 28,000 | 16,000 | 61,000 | ||
Other | Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 181,000 | 20,000 | ||
Other | Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Other | INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Other | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 6,608,000 | 6,738,000 | 20,337,000 | 18,159,000 | ||
Other | OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 389,000 | 505,000 | 1,180,000 | 1,436,000 | ||
Other | Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 3,394,000 | 5,833,000 | 12,188,000 | 16,223,000 | ||
Cost reimbursement revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 96,651,000 | 59,879,000 | 259,979,000 | 137,417,000 | ||
Cost reimbursement revenue | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 7,798,000 | 7,765,000 | 22,626,000 | 19,556,000 | ||
Cost reimbursement revenue | Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 80,880,000 | 50,405,000 | 221,407,000 | 114,290,000 | ||
Cost reimbursement revenue | Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 3,306,000 | 845,000 | 7,355,000 | 1,810,000 | ||
Cost reimbursement revenue | INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 38,000 | 0 | 134,000 | 0 | ||
Cost reimbursement revenue | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 8,000 | 0 | 17,000 | 0 | ||
Cost reimbursement revenue | OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 4,000 | 0 | ||
Cost reimbursement revenue | Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 4,621,000 | 864,000 | 8,436,000 | 1,761,000 | ||
Audio visual | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 26,159,000 | 15,108,000 | 87,101,000 | 28,170,000 | ||
Audio visual | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Audio visual | Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Audio visual | Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Audio visual | INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 26,159,000 | 15,108,000 | 87,101,000 | 28,170,000 | ||
Audio visual | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Audio visual | OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Audio visual | Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 0 | 0 | 0 | ||
Ashford Trust | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 81,754,000 | 65,689,000 | 241,920,000 | 159,788,000 | ||
Cost of revenues | 1,833,000 | 945,000 | 5,506,000 | 1,641,000 | ||
Re-allocation of cost reimbursement revenue and reimbursed expenses | 3,500,000 | 3,500,000 | ||||
Ashford Trust | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 12,221,000 | 11,454,000 | 37,381,000 | 33,212,000 | ||
Ashford Trust | OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 29,000 | 29,000 | 93,000 | 89,000 | ||
Ashford Trust | Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | (3,075,000) | 3,486,000 | 1,716,000 | 9,944,000 | ||
Ashford Trust | Base fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 6,230,000 | 5,024,000 | 17,805,000 | 12,874,000 | ||
Ashford Trust | Incentive fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 1,376,000 | 1,416,000 | 4,080,000 | 3,017,000 | ||
Ashford Trust | Hotel management fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 7,606,000 | 6,440,000 | 21,885,000 | 15,891,000 | ||
Ashford Trust | Design and construction fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 3,065,000 | 810,000 | 7,881,000 | 1,847,000 | ||
Ashford Trust | Design and construction fees | Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 66,888,000 | 49,369,000 | 189,375,000 | 113,549,000 | ||
Ashford Trust | Design and construction fees | Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 5,593,000 | 1,351,000 | 13,073,000 | 2,994,000 | ||
Ashford Trust | Design and construction fees | INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 19,000 | 0 | 74,000 | 0 | ||
Ashford Trust | Design and construction fees | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 79,000 | 0 | 208,000 | 0 | ||
Ashford Trust | Cost reimbursement revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 61,687,000 | 47,646,000 | 181,613,000 | 110,202,000 | ||
Ashford Trust | Audio visual | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 4,267,000 | 2,118,000 | 12,903,000 | 3,691,000 | ||
Ashford Trust | Base advisory fees | Advisory services fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 8,855,000 | 7,254,000 | 26,202,000 | 21,762,000 | ||
Ashford Trust | Total other revenue | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 541,000 | 3,539,000 | 4,339,000 | 10,086,000 | ||
Ashford Trust | Watersports, ferry and excursion services | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 74,000 | 0 | 198,000 | 0 | ||
Ashford Trust | Watersports, ferry and excursion services | Other | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 71,000 | 89,000 | 135,000 | 300,000 | ||
Ashford Trust | Debt placement and related fees | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 125,000 | 3,074,000 | 3,108,000 | 8,799,000 | ||
Ashford Trust | Claims management services | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 25,000 | 15,000 | 55,000 | ||
Ashford Trust | Other services | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 342,000 | 440,000 | 1,018,000 | 1,232,000 | ||
Ashford Trust | Base advisory fees, constrained and deferred | Advisory services fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | $ 7,200,000 | 2,200,000 | 5,500,000 | |||
Braemar | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 26,659,000 | 14,274,000 | 62,663,000 | 34,907,000 | ||
Braemar | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 7,830,000 | 6,480,000 | 21,285,000 | 16,539,000 | ||
Braemar | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 577,000 | 1,855,000 | ||||
Braemar | OpenKey | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 9,000 | 10,000 | 28,000 | 29,000 | ||
Braemar | Corporate and Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 8,180,000 | 1,055,000 | 11,047,000 | 2,871,000 | ||
Braemar | Base fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 715,000 | 675,000 | 2,210,000 | 1,590,000 | ||
Braemar | Incentive fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 123,000 | 168,000 | 587,000 | 389,000 | ||
Braemar | Hotel management fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 838,000 | 843,000 | 2,797,000 | 1,979,000 | ||
Braemar | Design and construction fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 2,387,000 | 508,000 | 5,352,000 | 1,129,000 | ||
Braemar | Design and construction fees | Remington | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 6,964,000 | 5,418,000 | 21,157,000 | 12,057,000 | ||
Braemar | Design and construction fees | Premier | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 3,080,000 | 794,000 | 7,231,000 | 1,667,000 | ||
Braemar | Design and construction fees | INSPIRE | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 19,000 | 0 | 60,000 | 0 | ||
Braemar | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of revenues | 272,000 | 98,000 | 717,000 | 314,000 | ||
Braemar | Cost reimbursement revenue | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 19,404,000 | 9,314,000 | 42,523,000 | 20,539,000 | ||
Braemar | Audio visual | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of revenues | 1,081,000 | 402,000 | 2,837,000 | 501,000 | ||
Braemar | Audio visual | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 2,549,000 | 856,000 | 6,858,000 | 1,069,000 | ||
Braemar | Total advisory services revenue | Advisory services fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 3,400,000 | 2,889,000 | 9,824,000 | 8,370,000 | ||
Braemar | Base advisory fees | Advisory services fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 3,269,000 | 2,758,000 | 9,435,000 | 7,981,000 | ||
Braemar | Other advisory revenue | Advisory services fees | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 131,000 | 131,000 | 389,000 | 389,000 | ||
Braemar | Total other revenue | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 630,000 | 720,000 | 2,167,000 | 2,890,000 | ||
Braemar | Watersports, ferry and excursion services | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 574,000 | 517,000 | 1,848,000 | 1,744,000 | ||
Braemar | Watersports, ferry and excursion services | Other | REIT advisory | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 458,000 | 341,000 | 1,669,000 | 1,076,000 | ||
Braemar | Watersports, ferry and excursion services | Other | RED | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 517,000 | |||||
Braemar | Debt placement and related fees | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 150,000 | 190,000 | 1,003,000 | ||
Braemar | Claims management services | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | 0 | 3,000 | 1,000 | 6,000 | ||
Braemar | Other services | Other | ||||||
Related Party Transaction [Line Items] | ||||||
Total revenues | $ 56,000 | $ 50,000 | $ 128,000 | $ 137,000 |
Income (Loss) Per Share - Basic
Income (Loss) Per Share - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net income (loss) attributable to common stockholders – basic and diluted: | ||||
Net income (loss) attributable to the Company | $ (989) | $ (163) | $ 5,441 | $ (14,057) |
Less: Dividends on preferred stock, declared and undeclared | (9,029) | (8,762) | (27,422) | (26,001) |
Less: Amortization of preferred stock discount | 0 | (306) | 0 | (933) |
Undistributed net income (loss) allocated to common stockholders | (10,018) | (9,231) | (21,981) | (40,991) |
Distributed and undistributed net income (loss) - basic | (10,018) | (9,231) | (21,981) | (40,991) |
Effect of deferred compensation plan | 0 | (1,611) | (620) | 0 |
Distributed and undistributed net income (loss) - diluted | $ (10,018) | $ (10,842) | $ (22,601) | $ (40,991) |
Weighted average common shares outstanding: | ||||
Weighted average common shares outstanding – basic (in shares) | 2,960 | 2,785 | 2,895 | 2,746 |
Effect of deferred compensation plan shares (in shares) | 0 | 197 | 65 | 0 |
Weighted average common shares outstanding – diluted (in shares) | 2,960 | 2,982 | 2,960 | 2,746 |
Income (loss) per share – basic: | ||||
Net income (loss) allocated to common stockholders (in dollars per share) | $ (3.38) | $ (3.31) | $ (7.59) | $ (14.93) |
Income (loss) per share – diluted: | ||||
Net income (loss) allocated to common stockholders (in dollars per share) | $ (3.38) | $ (3.64) | $ (7.64) | $ (14.93) |
Income (Loss) Per Share - Dilut
Income (Loss) Per Share - Diluted Income (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) allocated to common stockholders | $ 9,187 | $ 9,055 | $ 27,712 | $ 26,726 |
Dividends on preferred stock, declared and undeclared | 9,029 | 8,762 | 27,422 | 26,001 |
Amortization of preferred stock discount | $ 0 | $ 306 | $ 0 | $ 933 |
Weighted average diluted shares (in shares) | 4,554 | 4,588 | 4,548 | 4,503 |
Effect of assumed conversion of Ashford Holdings units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) allocated to common stockholders | $ 158 | $ (13) | $ 290 | $ (56) |
Weighted average diluted shares (in shares) | 89 | 4 | 56 | 4 |
Effect of unvested restricted shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average diluted shares (in shares) | 82 | 160 | 87 | 101 |
Effect of incremental subsidiary shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income (loss) allocated to common stockholders | $ 0 | $ 0 | $ 0 | $ (152) |
Weighted average diluted shares (in shares) | 125 | 140 | 116 | 152 |
Effect of assumed conversion of preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average diluted shares (in shares) | 4,258 | 4,284 | 4,289 | 4,246 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 7 | |||
REVENUE | ||||
Total revenues | $ 164,608 | $ 108,186 | $ 466,020 | $ 255,966 |
EXPENSES | ||||
Depreciation and amortization | 8,096 | 8,056 | 23,740 | 24,454 |
Impairment | 0 | 1,160 | 0 | 1,160 |
Other operating expenses | 57,141 | 38,521 | 164,535 | 105,256 |
Reimbursed expenses | 96,576 | 59,822 | 259,665 | 137,154 |
Total expenses | 161,813 | 107,559 | 447,940 | 268,024 |
OPERATING INCOME (LOSS) | 2,795 | 627 | 18,080 | (12,058) |
Equity in earnings (loss) of unconsolidated entities | (147) | 12 | 110 | (160) |
Interest expense | (2,966) | (1,290) | (6,781) | (3,845) |
Amortization of loan costs | (219) | (78) | (524) | (209) |
Interest income | 76 | 72 | 195 | 207 |
Realized gain (loss) on investments | (3) | 370 | (74) | (3) |
Other income (expense) | (22) | 29 | (134) | (256) |
INCOME (LOSS) BEFORE INCOME TAXES | (486) | (258) | 10,872 | (16,324) |
Income tax (expense) benefit | (617) | (98) | (5,971) | 1,550 |
NET INCOME (LOSS) | (1,103) | (356) | 4,901 | (14,774) |
REIT Advisory | ||||
REVENUE | ||||
Total revenues | 20,053 | 17,936 | 58,668 | 49,749 |
EXPENSES | ||||
Depreciation and amortization | 853 | 980 | 2,558 | 3,053 |
Impairment | 0 | 0 | ||
Other operating expenses | 0 | 26 | 706 | 645 |
Reimbursed expenses | 7,723 | 7,708 | 22,312 | 19,293 |
Total expenses | 8,576 | 8,714 | 25,576 | 22,991 |
OPERATING INCOME (LOSS) | 11,477 | 9,222 | 33,092 | 26,758 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Realized gain (loss) on investments | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | 0 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | 11,477 | 9,222 | 33,092 | 26,758 |
Income tax (expense) benefit | (2,849) | (2,011) | (8,196) | (6,144) |
NET INCOME (LOSS) | 8,628 | 7,211 | 24,896 | 20,614 |
Remington | ||||
REVENUE | ||||
Total revenues | 93,756 | 58,155 | 255,062 | 133,047 |
EXPENSES | ||||
Depreciation and amortization | 3,288 | 3,036 | 9,107 | 9,104 |
Impairment | 0 | 0 | ||
Other operating expenses | 6,971 | 3,748 | 17,216 | 10,370 |
Reimbursed expenses | 80,880 | 50,405 | 221,407 | 114,290 |
Total expenses | 91,139 | 57,189 | 247,730 | 133,764 |
OPERATING INCOME (LOSS) | 2,617 | 966 | 7,332 | (717) |
Equity in earnings (loss) of unconsolidated entities | 0 | 15 | 0 | (139) |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | 0 | 0 | 0 | 0 |
Interest income | 38 | 72 | 145 | 205 |
Realized gain (loss) on investments | (3) | 370 | (74) | (3) |
Other income (expense) | 18 | 9 | 18 | 10 |
INCOME (LOSS) BEFORE INCOME TAXES | 2,670 | 1,432 | 7,421 | (644) |
Income tax (expense) benefit | (256) | (469) | (251) | (1,132) |
NET INCOME (LOSS) | 2,414 | 963 | 7,170 | (1,776) |
Premier | ||||
REVENUE | ||||
Total revenues | 9,582 | 3,047 | 22,893 | 7,421 |
EXPENSES | ||||
Depreciation and amortization | 2,978 | 3,058 | 8,914 | 9,171 |
Impairment | 0 | 0 | ||
Other operating expenses | 3,071 | 2,250 | 9,787 | 6,203 |
Reimbursed expenses | 3,306 | 845 | 7,355 | 1,810 |
Total expenses | 9,355 | 6,153 | 26,056 | 17,184 |
OPERATING INCOME (LOSS) | 227 | (3,106) | (3,163) | (9,763) |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Realized gain (loss) on investments | 0 | 0 | 0 | |
Other income (expense) | 0 | 0 | 0 | 0 |
INCOME (LOSS) BEFORE INCOME TAXES | 227 | (3,106) | (3,163) | (9,763) |
Income tax (expense) benefit | (112) | 728 | (678) | 2,048 |
NET INCOME (LOSS) | 115 | (2,378) | (3,841) | (7,715) |
INSPIRE | ||||
REVENUE | ||||
Total revenues | 26,197 | 15,108 | 87,235 | 28,170 |
EXPENSES | ||||
Depreciation and amortization | 418 | 471 | 1,358 | 1,408 |
Impairment | 1,160 | 1,160 | ||
Other operating expenses | 25,571 | 14,819 | 76,377 | 31,664 |
Reimbursed expenses | 38 | 0 | 134 | 0 |
Total expenses | 26,027 | 16,450 | 77,869 | 34,232 |
OPERATING INCOME (LOSS) | 170 | (1,342) | 9,366 | (6,062) |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | (345) | (222) | (860) | (635) |
Amortization of loan costs | (23) | (43) | (93) | (87) |
Interest income | 0 | 0 | 0 | 0 |
Realized gain (loss) on investments | 0 | 0 | 0 | 0 |
Other income (expense) | (91) | 81 | (95) | (26) |
INCOME (LOSS) BEFORE INCOME TAXES | (289) | (1,526) | 8,318 | (6,810) |
Income tax (expense) benefit | 53 | 350 | (3,318) | 1,427 |
NET INCOME (LOSS) | (236) | (1,176) | 5,000 | (5,383) |
RED | ||||
REVENUE | ||||
Total revenues | 6,616 | 6,738 | 20,354 | 18,159 |
EXPENSES | ||||
Depreciation and amortization | 175 | 106 | 501 | 291 |
Impairment | 0 | 0 | ||
Other operating expenses | 5,895 | 5,195 | 16,633 | 13,540 |
Reimbursed expenses | 8 | 0 | 17 | 0 |
Total expenses | 6,078 | 5,301 | 17,151 | 13,831 |
OPERATING INCOME (LOSS) | 538 | 1,437 | 3,203 | 4,328 |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | (195) | (164) | (537) | (465) |
Amortization of loan costs | (10) | (13) | (41) | (24) |
Interest income | 0 | 0 | 0 | 0 |
Realized gain (loss) on investments | 0 | 0 | 0 | 0 |
Other income (expense) | (1) | (61) | (41) | (224) |
INCOME (LOSS) BEFORE INCOME TAXES | 332 | 1,199 | 2,584 | 3,615 |
Income tax (expense) benefit | 192 | (377) | (680) | (1,171) |
NET INCOME (LOSS) | 524 | 822 | 1,904 | 2,444 |
OpenKey | ||||
REVENUE | ||||
Total revenues | 389 | 505 | 1,184 | 1,436 |
EXPENSES | ||||
Depreciation and amortization | 3 | 4 | 9 | 12 |
Impairment | 0 | 0 | ||
Other operating expenses | 1,362 | 1,373 | 4,024 | 3,934 |
Reimbursed expenses | 0 | 0 | 4 | 0 |
Total expenses | 1,365 | 1,377 | 4,037 | 3,946 |
OPERATING INCOME (LOSS) | (976) | (872) | (2,853) | (2,510) |
Equity in earnings (loss) of unconsolidated entities | 0 | 0 | 0 | 0 |
Interest expense | 0 | 0 | 0 | 0 |
Amortization of loan costs | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Realized gain (loss) on investments | 0 | 0 | 0 | 0 |
Other income (expense) | 0 | 0 | 4 | (1) |
INCOME (LOSS) BEFORE INCOME TAXES | (976) | (872) | (2,849) | (2,511) |
Income tax (expense) benefit | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (976) | (872) | (2,849) | (2,511) |
Corporate and Other | ||||
REVENUE | ||||
Total revenues | 8,015 | 6,697 | 20,624 | 17,984 |
EXPENSES | ||||
Depreciation and amortization | 381 | 401 | 1,293 | 1,415 |
Impairment | 0 | 0 | ||
Other operating expenses | 14,271 | 11,110 | 39,792 | 38,900 |
Reimbursed expenses | 4,621 | 864 | 8,436 | 1,761 |
Total expenses | 19,273 | 12,375 | 49,521 | 42,076 |
OPERATING INCOME (LOSS) | (11,258) | (5,678) | (28,897) | (24,092) |
Equity in earnings (loss) of unconsolidated entities | (147) | (3) | 110 | (21) |
Interest expense | (2,426) | (904) | (5,384) | (2,745) |
Amortization of loan costs | (186) | (22) | (390) | (98) |
Interest income | 38 | 0 | 50 | 2 |
Realized gain (loss) on investments | 0 | 0 | 0 | 0 |
Other income (expense) | 52 | 0 | (20) | (15) |
INCOME (LOSS) BEFORE INCOME TAXES | (13,927) | (6,607) | (34,531) | (26,969) |
Income tax (expense) benefit | 2,355 | 1,681 | 7,152 | 6,522 |
NET INCOME (LOSS) | (11,572) | (4,926) | (27,379) | (20,447) |
Advisory services fees | ||||
REVENUE | ||||
Total revenues | 12,255 | 10,143 | 36,026 | 30,132 |
Advisory services fees | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 12,255 | 10,143 | 36,026 | 30,132 |
Advisory services fees | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Advisory services fees | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | ||||
REVENUE | ||||
Total revenues | 12,876 | 7,750 | 33,474 | 18,737 |
Hotel management fees | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | Remington | ||||
REVENUE | ||||
Total revenues | 12,876 | 7,750 | 33,474 | 18,737 |
Hotel management fees | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Hotel management fees | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | ||||
REVENUE | ||||
Total revenues | 6,276 | 2,202 | 15,538 | 5,611 |
Design and construction fees | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | Premier | ||||
REVENUE | ||||
Total revenues | 6,276 | 2,202 | 15,538 | 5,611 |
Design and construction fees | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Design and construction fees | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | ||||
REVENUE | ||||
Total revenues | 26,159 | 15,108 | 87,101 | 28,170 |
Audio visual | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | INSPIRE | ||||
REVENUE | ||||
Total revenues | 26,159 | 15,108 | 87,101 | 28,170 |
Audio visual | RED | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Audio visual | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | ||||
REVENUE | ||||
Total revenues | 10,391 | 13,104 | 33,902 | 35,899 |
Other | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 0 | 28 | 16 | 61 |
Other | Remington | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 181 | 20 |
Other | Premier | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | INSPIRE | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 0 | 0 |
Other | RED | ||||
REVENUE | ||||
Total revenues | 6,608 | 6,738 | 20,337 | 18,159 |
Other | OpenKey | ||||
REVENUE | ||||
Total revenues | 389 | 505 | 1,180 | 1,436 |
Other | Corporate and Other | ||||
REVENUE | ||||
Total revenues | 3,394 | 5,833 | 12,188 | 16,223 |
Cost reimbursement revenue | ||||
REVENUE | ||||
Total revenues | 96,651 | 59,879 | 259,979 | 137,417 |
Cost reimbursement revenue | REIT Advisory | ||||
REVENUE | ||||
Total revenues | 7,798 | 7,765 | 22,626 | 19,556 |
Cost reimbursement revenue | Remington | ||||
REVENUE | ||||
Total revenues | 80,880 | 50,405 | 221,407 | 114,290 |
Cost reimbursement revenue | Remington | Consolidation, Eliminations | ||||
REVENUE | ||||
Total revenues | 3,500 | 2,500 | 9,600 | 6,500 |
Cost reimbursement revenue | Premier | ||||
REVENUE | ||||
Total revenues | 3,306 | 845 | 7,355 | 1,810 |
Cost reimbursement revenue | INSPIRE | ||||
REVENUE | ||||
Total revenues | 38 | 0 | 134 | 0 |
Cost reimbursement revenue | RED | ||||
REVENUE | ||||
Total revenues | 8 | 0 | 17 | 0 |
Cost reimbursement revenue | OpenKey | ||||
REVENUE | ||||
Total revenues | 0 | 0 | 4 | 0 |
Cost reimbursement revenue | Corporate and Other | ||||
REVENUE | ||||
Total revenues | $ 4,621 | $ 864 | $ 8,436 | $ 1,761 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Oct. 14, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||
Payments of ordinary dividends, preferred stock | $ 35,219 | $ 8,353 | |
Subsequent Event | Series D Convertible Preferred Stock | |||
Subsequent Event [Line Items] | |||
Payments of ordinary dividends, preferred stock | $ 8,700 | ||
Preferred stock, dividend rate (in dollars per share) | $ 0.455 |