Related Party Transactions | Related Party Transactions We are a party to an amended and restated advisory agreement with Ashford Trust OP. The quarterly base fee is based on a declining sliding scale percentage of Ashford Trust’s total market capitalization plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.70% ), subject to a minimum quarterly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Total market capitalization includes the aggregate principal amount of its consolidated indebtedness (including its proportionate share of debt of any entity that is not consolidated but excluding its joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale are between 0.70% and 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . At September 30, 2017 , the quarterly base fee was 0.70% per annum. Reimbursement for overhead, internal audit, insurance claims advisory and asset management services, including compensation, benefits and travel expense reimbursements, are billed quarterly to Ashford Trust based on a pro rata allocation as determined by the ratio of Ashford Trust’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Ashford Prime. We also record advisory revenue for equity grants of Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as an offsetting expense in an equal amount included in “salaries and benefits.” We are also entitled to an incentive advisory fee that is earned annually in each year that Ashford Trust’s annual total stockholder return exceeds the average annual total stockholder return for Ashford Trust’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. The following table summarizes the revenue from Ashford Trust OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Advisory services revenue Base advisory fee $ 8,568 $ 8,576 $ 26,020 $ 25,842 Reimbursable expenses (1) 1,673 1,515 5,902 4,641 Equity-based compensation (2) 4,392 1,887 7,748 4,535 Incentive advisory fee (3) 452 — 1,356 — Total advisory services revenue $ 15,085 $ 11,978 $ 41,026 $ 35,018 Other revenue Investment management reimbursements (4) $ 522 $ — $ 1,482 $ — Lease revenue (5) 168 — 391 — Other services (6) 479 6 705 6 Total other revenue $ 1,169 $ 6 $ 2,578 $ 6 Total revenue $ 16,254 $ 11,984 $ 43,604 $ 35,024 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. During the three and nine months ended September 30, 2017 , we recognized $202,000 and $1.5 million , respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software, as mentioned in note 2, in the amount of $0 and $1.1 million , respectively, for the three and nine months ended September 30, 2017 . (2) Equity-based compensation revenue is associated with equity grants of Ashford Trust’s common stock and LTIP units awarded to officers and employees of Ashford Inc. (3) Incentive advisory fee includes the pro-rata portion of the second year installment of the 2016 incentive advisory fee in the amount of $452,000 and $1,356,000 for the three and nine months ended September 30, 2017 , for which the payment is due January 2018 subject to the FCCR Condition as of December 31, 2017, as defined in our advisory agreement with Ashford Trust. (4) Investment management reimbursements include AIM’s management of all or a portion of Ashford Trust’s excess cash under the Investment Management Agreement. AIM is not compensated for its services but is reimbursed for all costs and expenses. (5) In connection with our key money transaction with Ashford Trust, we lease furniture, fixtures and equipment to Ashford Trust at no cost. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (6) Other services revenue is associated with Pure Rooms and OpenKey that provide other hotel services to Ashford Trust. At September 30, 2017 and December 31, 2016 , we had a net receivable of $11.7 million and $12.2 million , respectively, from Ashford Trust OP associated primarily with the advisory services fee and other fees, as discussed above. The net receivables due from Ashford Trust OP as of September 30, 2017 included $248,000 and $29,000 of receivables held by Pure Rooms and OpenKey, respectively. We are also a party to an amended and restated advisory agreement with Ashford Prime OP. Through June 20, 2017, the quarterly base fee was based on a declining sliding scale percentage of Ashford Prime's total market capitalization plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.70% ), subject to a minimum quarterly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Total market capitalization includes the aggregate principal amount of its consolidated indebtedness (including its proportionate share of debt of any entity that is not consolidated but excluding its joint venture partners’ proportionate share of consolidated debt). Prior to the effectiveness of the amended and restated advisory agreement discussed below, the range of base fees on the scale was between 0.70% to 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . Upon effectiveness of the amended and restated advisory agreement discussed below, the quarterly base fee was fixed at 0.70% per annum. Reimbursement for overhead, internal audit, insurance claims advisory and asset management services, including compensation, benefits and travel expense reimbursements, are billed quarterly to Ashford Prime based on a pro rata allocation as determined by the ratio of Ashford Prime’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Ashford Prime. We also record advisory revenue for equity grants of Ashford Prime 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, as well as an offsetting expense in an equal amount included in “salaries and benefits.” We are also entitled to an incentive advisory fee that is earned annually in each year that Ashford Prime’s annual total stockholder return exceeds the average annual total stockholder return for Ashford Prime’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. On January 24, 2017, we entered into an amended and restated advisory agreement with Ashford Prime (the “Fourth Amended and Restated Ashford Prime Advisory Agreement”) that amended and restated the advisory agreement with Ashford Prime discussed herein. On June 9, 2017, Ashford Prime’s stockholders approved the Fourth Amended and Restated Ashford Prime Advisory Agreement, which became effective on June 21, 2017. The material terms of the Fourth Amended and Restated Ashford Prime Advisory agreement include: • Ashford Prime made a cash payment to us of $5.0 million on June 21, 2017, which is included in “deferred income” on our condensed consolidated balance sheet, which is being recognized over the initial ten -year term of the Fourth Amended and Restated Ashford Prime Advisory Agreement. The revenue recognized is included in “other advisory revenue” on our condensed consolidated statements of operations and comprehensive income (loss); • the termination fee payable to us under the advisory agreement has been amended by eliminating the 1.1 x multiplier and tax gross up components of the fee; • we will disclose publicly the revenues and expenses used to calculate “Net Earnings” on a quarterly basis, which is used to calculate the termination fee; we will retain an accounting firm to provide a quarterly report to Ashford Prime on the reasonableness of our determination of expenses, which will be binding on the parties; • our right under the advisory agreement to appoint a “Designated CEO” has been eliminated; • our right to terminate the advisory agreement due to a change in a majority of the “Company Incumbent Board” (as defined in the advisory agreement) has been eliminated; • Ashford Prime will be incentivized to grow its assets under a “growth covenant” in the Fourth Amended and Restated Ashford Prime Advisory Agreement under which Ashford Prime will receive a deemed credit against a base amount of $45.0 million for 3.75% of the total purchase price of each hotel acquired after the date of the Fourth Amended and Restated Ashford Prime Advisory Agreement that was recommended by us, netted against 3.75% of the total sale price of each hotel sold after the date of the Fourth Amended and Restated Ashford Prime Advisory Agreement. The difference between $45.0 million and this net credit, if any, is referred to as the “Uninvested Amount.” If the Fourth Amended and Restated Ashford Prime Advisory Agreement is terminated, other than due to certain acts by us, Ashford Prime must pay us the Uninvested Amount, in addition to any other fees payable under the Amended Agreement; • the Fourth Amended and Restated Ashford Prime Advisory Agreement requires Ashford Prime to maintain a net worth of not less than $390 million plus 75% of the equity proceeds from the sale of securities by Ashford Prime after December 31, 2016 and a covenant prohibiting Ashford Prime from paying dividends except as required to maintain its REIT status if paying the dividend would reduce Ashford Prime’s net worth below the required minimum net worth; • the initial term of the Fourth Amended and Restated Ashford Prime Advisory Agreement ends on the 10th anniversary of its effective date, subject to renewal by us for up to seven additional successive 10 -year terms; • the base management fee payable to us will be fixed at 0.70% , and the fee will be payable on a monthly basis; • reimbursements of expenses to us will be made monthly in advance, based on an annual expense budget, with a quarterly true-up for actual expenses; • the right of Ashford Prime to terminate the advisory agreement due to a change of control experienced by us has been eliminated; • the rights of Ashford Prime to terminate the advisory agreement at the end of each term upon payment of the termination fee based on the parties being unable to agree on new market-based fees or our performance have been eliminated; however, the Fourth Amended and Restated Ashford Prime Advisory Agreement provides a mechanism for the parties to renegotiate the fees payable to us at the end of each term based on then prevailing market conditions, subject to floors and caps on the changes; • if a Change of Control (as defined in the Fourth Amended and Restated Ashford Prime Advisory Agreement) is pending, Ashford Prime has agreed to deposit not less than 50% , and in certain cases 100% , of the applicable termination fee in escrow, with the payment of any remaining amounts owed to us secured by a letter of credit or first priority lien on certain assets; • Ashford Prime’s ability to terminate the Fourth Amended and Restated Ashford Prime Advisory Agreement due to a material default by us is limited to instances where a court finally determines that the default had a material adverse effect on Ashford Prime and we fail to pay monetary damages in accordance with the Fourth Amended and Restated Ashford Prime Advisory Agreement; and • if Ashford Prime repudiates the Fourth Amended and Restated Ashford Prime Advisory Agreement, through actions or omissions that constitute a repudiation as determined by a final non-appealable order from a court of competent jurisdiction, Ashford Prime will be liable to us for a liquidated damages amount. The following table summarizes the revenue from Ashford Prime OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Advisory services revenue Base advisory fee $ 2,300 $ 2,103 $ 6,579 $ 6,334 Reimbursable expenses (1) 470 731 1,552 2,035 Equity-based compensation (2) (949 ) 1,134 (2,299 ) 3,220 Incentive advisory fee (3) 319 481 956 1,213 Other advisory revenue (4) 132 — 146 — Total advisory services revenue $ 2,272 $ 4,449 $ 6,934 $ 12,802 Other revenue Debt placement fees (5) $ 225 $ — $ 225 $ — Lease revenue (6) 83 84 251 252 Other services (7) 26 — 26 — Total other revenue $ 334 $ 84 $ 502 $ 252 Total revenue $ 2,606 $ 4,533 $ 7,436 $ 13,054 ________ (1) Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services. During the three and nine months ended September 30, 2017 , we recognized $15,000 and $110,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software, as mentioned in note 2, in the amount of $0 and $1.1 million , respectively, for the three and nine months ended September 30, 2017 . (2) Equity-based compensation revenue is associated with equity grants of Ashford Prime’s common stock and LTIP units awarded to officers and employees of Ashford Inc. (3) Incentive advisory fee includes the pro-rata portion of the third year installment of the 2015 incentive advisory fee in the amount of $319,000 and $956,000 for the three and nine months ended September 30, 2017 , for which the payment is due January 2018 subject to meeting the FCCR Condition at December 31, 2017, as defined in our advisory agreement with Ashford Prime. For the three and nine months ended September 30, 2016 , the incentive advisory fee includes the pro-rata portion of the second year installment of the 2015 incentive advisory fee in the amount of $319,000 and $956,000 , respectively, for which the payment was made in January 2017 as well as the first year installment of the 2016 incentive fee in the amount of $162,000 and $257,000 for the three and nine months ended September 30, 2016, respectively, which was subject to Ashford Prime’s annual total stockholder return exceeding the average annual total stockholder return of Ashford Prime’s peer group as of December 31, 2016 and the FCCR Condition as of December 31, 2016, as defined in our advisory agreement with Ashford Prime. (4) In connection with our Fourth Amended and Restated Ashford Prime Advisory Agreement, a $5.0 million cash payment was made by Ashford Prime upon approval by Ashford Prime’s stockholders, which will be recognized over the 10 year initial term. (5) Debt placement fees include revenues earned through provision of mortgage placement services. (6) In connection with our key money transactions with Ashford Prime, we lease furniture, fixtures and equipment to Ashford Prime at no cost. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (7) Other services revenue is associated with Pure Rooms and OpenKey that provide other hotel services to Ashford Prime. At September 30, 2017 and December 31, 2016 , we had receivables of $1.1 million and $3.8 million , respectively, from Ashford Prime OP associated with the advisory service fee and other fees, as discussed above. The net receivables due from Ashford Prime OP as of September 30, 2017 included $4,000 of receivables held by OpenKey. Ashford Trust and Ashford Prime have management agreements with Remington Holdings L.P. and its subsidiaries (“Remington Lodging”), which is beneficially owned by our Chairman and Chief Executive Officer and Ashford Trust’s Chairman Emeritus. Transactions related to these agreements are included in the accompanying condensed consolidated financial statements. Under the agreements, we pay Remington Lodging general and administrative expense reimbursements, approved by the independent directors of Ashford Trust and Ashford Prime, including rent, payroll, office supplies, travel and accounting. These charges are allocated based on various methodologies, including headcount and actual amounts incurred, which are then rebilled to Ashford Trust and Ashford Prime. These reimbursements are included in “general and administrative” expenses on the condensed consolidated statements of operations and comprehensive income (loss). The charges totaled $1.2 million and $3.7 million for the three and nine months ended September 30, 2017 , respectively, and $1.2 million and $4.4 million , for the three and nine months ended September 30, 2016 , respectively. The amounts due under these arrangements as of September 30, 2017 and December 31, 2016 , are included in “due to affiliates” on our condensed consolidated balance sheets. On March 7, 2017, AIM GP, the general partner of the AQUA U.S. Fund, provided written notice to the AQUA U.S. Fund's limited partners of its election to dissolve the AQUA U.S. Fund pursuant to Section 6.1(a) of the Second Amended and Restated Limited Partnership Agreement of the AQUA U.S. Fund as of March 31, 2017 (the “Dissolution Date”). In connection with the dissolution of the AQUA U.S. Fund, the AQUA Master Fund was liquidated in accordance with the laws of the Cayman Islands. The balance of all limited partners' capital accounts in the AQUA U.S. Fund, less an audit hold-back of 5% , was distributed to limited partners in cash on the Dissolution Date, and thereafter limited partners ceased to be a limited partner of the AQUA U.S. Fund. The remaining hold-back amounts were paid during the second quarter of 2017. As of September 30, 2017, AQUA U.S. Fund has been fully dissolved. Certain employees of Remington Lodging who perform work on behalf of Ashford Trust were granted shares of restricted stock under the Ashford Trust Stock Plan prior to our spin-off. These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and were recorded in “general and administrative” expense. Expense was recognized in the condensed consolidated statements of operations and comprehensive income (loss) in the amount of $0 and $2,000 for the three and nine months ended September 30, 2017 , respectively, and $2,000 and $7,000 for the three and nine months ended September 30, 2016 , respectively. As of September 30, 2017 , these equity grants were fully vested. On June 11, 2015, we announced that we are providing a total of $6.0 million in key money consideration to our managed REITs for two acquisitions. In connection with our engagement to provide hotel advisory services to Ashford Trust, w e provided $4.0 million of key money consideration to purchase furniture, fixtures and equipment related to Ashford Trust’s $62.5 million acquisition of the 226 -room Le Pavillon Hotel in New Orleans, Louisiana, which closed in June 2015. As of December 31, 2016, we provided substantially all of the $4.0 million key money consideration as investments in furniture, fixtures and equipment on behalf of Ashford Trust. In 2017, Ashford Trust leased the assets from Ashford Inc. at no cost for a term of five years. Separately, in connection with our engagement to provide hotel advisory services to Ashford Prime, w e have also provided $2.0 million of key money consideration comprised of $206,000 in cash and the issuance of 19,897 shares of our common stock to purchase furniture, fixtures and equipment related to Ashford Prime’s $85.0 million acquisition of the 62 -room Bardessono Hotel and Spa in Yountville, California, which closed in July 2015. The hotel advisory services and the lease are considered a multiple element arrangement, in accordance with the applicable accounting guidance. As such, a portion of the base advisory fee should be allocated to lease revenue equal to the estimated fair value of the lease payments that would have been made. As a result, advisory revenue was allocated to lease revenue in the amount of $251,000 and $642,000 for the three and nine months ended September 30, 2017 , respectively and $84,000 and $252,000 for the three and nine months ended September 30, 2016 , respectively. Lease revenue is included in “other” revenue in the condensed consolidated statements of operations and comprehensive income (loss). |