Investment in Unconsolidated Entity

AQUA U.S. Fund

In June 2015, for consideration of certain marketable securities, we obtained a 45.3% ownership interest in the AQUA U.S. Fund, previously named the REHE Fund. The AQUA U.S. Fund is managed by Ashford Investment Management, LLC (“AIM”), an indirect subsidiary of Ashford Inc. As of and for the three and six months ended June 30, 2016, the AQUA U.S. Fund was consolidated by Ashford Inc. The AQUA U.S. Fund invests substantially all of its assets in the Ashford Quantitative Alternatives Master Fund, LP (the “Master Fund”), previously named the AIM Real Estate Hedged Equity Master Fund, LP, and as a consequence of our investment in the AQUA U.S. Fund, we obtained an indirect interest in the Master Fund. Our maximum exposure of loss is limited to our investment in the AQUA U.S. Fund.

During the second quarter of 2016, we liquidated our investment in the AQUA U.S. Fund subject to a 5% hold back which is expected to be paid upon completion of the audit of the AQUA U.S. Fund’s financial statements, or sooner at the general partner’s discretion. As of June 30, 2016, we have a receivable from the AQUA U.S. Fund of $2.3 million.

The following tables summarize the condensed balance sheet as of December 31, 2015 and the condensed statements of operations for the three and six months ended June 30, 2016 and 2015 of the AQUA U.S. Fund (in thousands):

Ashford Quantitative Alternative (U.S.) Fund, LP

Condensed Balance Sheet

(unaudited)



	December 31, 2015
Total assets	$	106,792
Partners’ capital	106,792
Total liabilities and partners’ capital	$	106,792
Our ownership interest in the AQUA U.S. Fund	$	48,365

Ashford Quantitative Alternative (U.S.) Fund, LP

Condensed Statements of Operations

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Total investment income	$	34		$	216		$	52		$	223
Net expenses	(73		)	(33		)	(262		)	(31		)
Net investment income (expense)	(39		)	183			(210		)	192
Net unrealized gain (loss) on investments	(178		)	(3,028		)	940			(2,982		)
Net realized gain (loss) on investments	470			1,033			(6,331		)	1,030
Net income (loss) attributable to the AQUA U.S. Fund	$	253		(1,812		)	$	(5,601	)	(1,760		)
Our equity in earnings (loss) of the AQUA U.S. Fund	$	63		$	(820	)	$	(2,587	)	$	(820	)

The Master Fund generally invests in publicly traded equity securities and put and call options on publicly traded equity securities. The AQUA U.S. Fund records its investment in the Master Fund at its proportionate share of net assets. Income (loss) and distributions are allocated to the AQUA U.S. Fund’s partners based on their ownership percentage of the AQUA U.S. Fund. Our equity in loss in the AQUA U.S. Fund represented our share of the AQUA U.S. Fund’s loss for the three and six months ended June 30, 2016 and 2015. We were not obligated to pay any portion of the management fee or the performance allocation in favor of the AQUA U.S. Fund’s investment manager and general partner, respectively, but did share pro-rata in all other applicable expenses of the AQUA U.S. Fund. As of December 31, 2015, we owned an approximate 45.3% ownership interest in the AQUA U.S. Fund.

Ashford Inc.

As of June 30, 2016 and December 31, 2015, we held approximately 195,000 shares of Ashford Inc. common stock. This represented an approximate 9.6% and 9.7% ownership interest in Ashford Inc. as of June 30, 2016 and December 31, 2015, respectively. See notes 10 and 11.

As we exercise significant influence over Ashford Inc., this investment would typically be accounted for under the equity method of accounting, under ASC 323-10 - Investments - Equity Method and Joint Ventures. However, we have elected to record our investment in Ashford Inc. using the fair value option under ASC 825-10 - Fair Value Option - Financial Assets and Financial Liabilities. We have elected to use the fair value option to account for our investment in Ashford Inc. as the fair value is readily available since Ashford Inc. common stock is traded on a national exchange. The fair value of our investment in Ashford Inc. is included in “investment in Ashford Inc., at fair value” on our condensed consolidated balance sheets, and changes in market value are included in “unrealized loss on investment in Ashford Inc.” on our condensed consolidated statement of operations.

The following tables summarize the condensed balance sheets as of June 30, 2016 and December 31, 2015, and the condensed statements of operations for the three and six months ended June 30, 2016, of Ashford Inc. (in thousands):

Ashford Inc.

Condensed Consolidated Balance Sheets

(unaudited)



	June 30, 2016		December 31, 2015
Total assets	$	126,312	$	166,991
Total liabilities	37,608		30,115
Redeemable noncontrolling interests	1,267		240
Total stockholders’ equity of Ashford Inc.	32,374		32,165
Noncontrolling interests in consolidated entities	55,063		104,471
Total equity	87,437		136,636
Total liabilities and equity	$	126,312	$	166,991
Our investment in Ashford Inc., at fair value	$	9,744	$	10,377

Ashford Inc.

Condensed Consolidated Statements of Operations

(unaudited)



	Three Months Ended June 30,			Six Months Ended June 30,
	2016			2016
Total revenue	$	18,152		$	31,561
Total operating expenses	(20,344		)	(34,265		)
Operating loss	(2,192		)	(2,704		)
Realized and unrealized loss on investment in unconsolidated entity	—			(1,460		)
Realized and unrealized (gain) loss on investments	236			(5,448		)
Other	22			(80		)
Income tax expense	655			15
Net loss	(1,279		)	(9,677		)
(Income) loss from consolidated entities attributable to noncontrolling interests	(182		)	6,366
Net loss attributable to redeemable noncontrolling interests	355			473
Net loss attributable to Ashford Inc.	$	(1,106	)	$	(2,838	)
Our unrealized gain (loss) on investment in Ashford Inc.	$	860		$	(633	)