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Redeemable Noncontrolling Interests in Operating Partnership | 9 Months Ended
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Sep. 30, 2018
Noncontrolling Interest [Abstract] |
Redeemable Noncontrolling Interests in Operating Partnership | Redeemable Noncontrolling Interests in Operating Partnership Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity and their allocable share of equity in earnings/losses of Braemar OP, which is an allocation of net income/loss attributable to the common unitholders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (“common units”) and units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested. Each common unit may be redeemed, by the holder, for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either: (i) issued pursuant to an effective registration statement; (ii) included in an effective registration statement providing for the resale of such common stock; or (iii) issued subject to a registration rights agreement. LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, generally have vesting periods of three years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of our operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of our operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for our operating partnership. The compensation committee of the board of directors of the Company approves the issuance of performance-based LTIP units to certain executive officers from time to time. The award agreements provide for the grant of a target number of performance-based LTIP units that will be settled in common units of Braemar OP, if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The target number of performance-based LTIP units may be adjusted from 0% to 200% based on achievement of a specified relative total stockholder return based on the formula determined by the Company’s Compensation Committee on the grant date. As of September 30, 2018, there are approximately 804,000 performance-based LTIP units, representing 200% of the target, outstanding. The performance criteria for the performance-based LTIP units are based on market conditions under the relevant literature, and the performance-based LTIP units were granted to non-employees. Upon the adoption of ASU 2018-07, the corresponding compensation cost is recognized ratably over the service period for the award as the service is rendered, based on the grant date fair value of the award, regardless of the actual outcome of the market condition as opposed to being accounted for at fair value based on the market price of the shares at each quarterly measurement date. As of September 30, 2018, we have issued a total of 1.9 million LTIP units (including performance-based LTIP units), net of forfeitures, all of which, other than approximately 155,000 LTIP units and 593,000 performance based LTIP units issued from March 2015 to August 2018 had reached full economic parity with, and are convertible into, common units. The following table presents compensation expense for performance LTIP units and LTIP units (in thousands):
|  |  |  | Three Months Ended September 30, |  | Nine Months Ended September 30, |
Type |  | Line Item |  | 2018 |  | 2017 |  | 2018 |  | 2017 |
Performance LTIP units |  | Advisory services fee |  | $ | 245 |  |  | $ | (633 | ) | (1) | $ | 539 |  |  | $ | (1,737 | ) | (1)
LTIP units |  | Advisory services fee |  | 269 |  |  | 108 |  |  | 707 |  |  | 281 |  |
LTIP units - independent directors |  | Corporate, general and administrative |  | 61 |  |  | — |  |  | 61 |  |  | 64 |  |
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(1) | The credit to compensation expense is a result of lower fair values as compared to prior periods.
The unamortized cost of the unvested performance-based LTIP units of $1.8 million at September 30, 2018, will be expensed over a period of 2.3 years. The unamortized cost of the unvested LTIP units of $2.1 million at September 30, 2018, will be amortized over a period of 2.5 years. During the three and nine months ended September 30, 2017, approximately 0 and 6,000 common units, with an aggregate redemption fair value of $0 and $82,000, were redeemed by the holders and, at our election, we issued shares of our common stock to satisfy the redemption. During the three and nine months ended September 30, 2018, no common units were redeemed. The following table presents the redeemable noncontrolling interests in Braemar OP (in thousands) and the corresponding approximate ownership percentage of our operating partnership:
| September 30, 2018 |  | December 31, 2017
Redeemable noncontrolling interests in Braemar OP | $ | 49,726 |  |  | $ | 46,627 |
Adjustments to redeemable noncontrolling interests (1) | 3,167 |  |  | — |
Ownership percentage of operating partnership | 11.22 | % |  | 11.43 | %
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(1) | Reflects the excess of the redemption value over the accumulated historical costs
We allocated net income (loss) to the redeemable noncontrolling interests and declared aggregate cash distributions to the holders of common units and holders of LTIP units, which are recorded as a reduction of redeemable noncontrolling interests in operating partnership, as illustrated in the table below (in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2018 |  | 2017 |  | 2018 |  | 2017
Allocated net (income) loss to the redeemable noncontrolling interests | $ | 452 |  |  | $ | 360 |  |  | $ | (1,075 | ) |  | $ | 958 |
Aggregate distributions to holders of common units, LTIP units and performance LTIP units | 824 |  |  | 859 |  |  | 2,468 |  |  | 2,508 |

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- Definition The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -URI http://asc.fasb.org/topic&trid=2197479 + Details
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