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. We are a party to an amended and restated advisory agreement, as amended, with Ashford Trust OP. The base fee is paid quarterly and is based on a declining sliding scale percentage of Ashford Trust’s total market capitalization plus, prior to June 26, 2018, the Key Money Asset Management Fee (defined in our amended and restated 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 0.50% and 0.70% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion . Upon effectiveness of the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement on June 29, 2018, the base fee is paid monthly as a percentage of Ashford Trust’s total market capitalization on a declining sliding scale plus the Net Asset Fee Adjustment, as defined in the respective advisory agreement, subject to a minimum monthly base fee. At June 30, 2018 , the quarterly base fee was 0.70% per annum. Reimbursement for overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly 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 Braemar. 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 measured 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 revenues and expenses related to Ashford Trust OP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,862 $ 8,628 $ 17,466 $ 17,452 Reimbursable expenses (1) 1,997 2,662 3,526 4,229 Equity-based compensation (2) 8,940 2,954 15,685 3,356 Incentive advisory fee (3) 452 452 904 904 Total advisory services revenue 20,251 14,696 37,581 25,941 Audio visual revenue (10) 88 — 88 — Other revenue Investment management reimbursements (4) 329 543 511 960 Debt placement fees (5) 3,959 — 4,591 — Claim management services (6) 18 — 36 — Lease revenue (7) 167 167 335 223 Other services (8) 387 217 687 226 Total other revenue 4,860 927 6,160 1,409 Total revenue $ 25,199 $ 15,623 $ 43,829 $ 27,350 REVENUE BY SEGMENT (9) REIT advisory $ 24,724 $ 15,406 $ 43,054 $ 27,124 J&S (10) 88 — 88 — OpenKey 23 11 47 20 Corporate and other 364 206 640 206 Total revenue $ 25,199 $ 15,623 $ 43,829 $ 27,350 COST OF REVENUES Cost of audio visual revenues (10) $ 836 $ — $ 1,190 $ — ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2018 , we recognized $384,000 and $586,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and six months ended June 30, 2017 , we recognized $1.2 million and $1.3 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 $1.1 million and $1.1 million , respectively. (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. For the six months ended June 30, 2018 , equity-based compensation revenue from Ashford Trust included $4.5 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. (3) Incentive advisory fee for the three and six months ended June 30, 2018 , includes the pro-rata portion of the third year installment of the 2016 incentive advisory fee, which is due in January 2019, and for the three and six months ended June 30, 2017 , includes the pro-rata portion of the second year installment of the 2016 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Ashford Trust advisory agreement. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2015 measurement periods. See note 3 . (4) Investment management reimbursements include AIM’s management 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) Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. (6) Claims management services include revenues earned from providing insurance claim assessment and administration services. (7) 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. (8) Other services revenue is associated with other hotel services, such as mobile key applications and “allergy friendly” premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Rooms, respectively. (9) See note 16 for discussion of segment reporting. (10) J&S primarily contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 2 for discussion of the audio visual revenue recognition policy. At June 30, 2018 and December 31, 2017 , we had a net receivable of $13.5 million and $13.3 million , respectively, due from Ashford Trust OP associated primarily with advisory services and other revenues, as discussed above. The following table summarizes amounts due (to) from Ashford Trust OP related to each of our consolidated entities (in thousands): June 30, 2018 December 31, 2017 Ashford LLC $ 16 $ — AIM 129 347 J&S 1,240 62 Pure Rooms 252 302 OpenKey 25 25 On June 26, 2018, the Company entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement (the “ERFP Agreement”) with Ashford Trust. The independent directors of the board of directors of each Ashford Inc. and Ashford Trust with the assistance of separate and independent legal counsel, engaged to negotiate the ERFP Agreement on behalf of Ashford Inc. and Ashford Trust, respectively. Under the ERFP Agreement, the Company has agreed to provide $50 million to Ashford Trust in connection with Ashford Trust’s acquisition of additional hotels with the ability to be increased up to $100 million based upon mutual agreement by the parties. On the date that Ashford Trust closes on a hotel acquisition, the Company is obligated to provide Ashford Trust 10% of the acquired hotel's purchase price in the form of furniture, fixtures and equipment (“FF&E”), which is subsequently leased to Ashford Trust at no cost. In connection with Ashford Trust’s acquisition of a hotel on June 29, 2018, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $11.1 million of FF&E at Ashford Trust properties. As of June 30, 2018, the Company had not yet purchased any FF&E under the ERFP Agreement. As a result, our outstanding ERFP obligation of $11.1 million is reflected in our condensed consolidated balance sheet as “other assets” and “other liabilities” as of June 30, 2018. See note 14 . We are also a party to an amended and restated advisory agreement with Braemar OP. Braemar is required to pay a monthly base fee that is 1/12th of 0.70% of Braemar’s total market capitalization plus the Key Money Asset Management Fee (defined in the advisory agreement as the aggregate gross asset value of all key money assets multiplied by 1/12th of 0.70% ), subject to a minimum monthly 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 Braemar’s 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). Reimbursement for overhead, internal audit, risk management advisory and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly to Braemar based on a pro rata allocation as determined by the ratio of Braemar’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Braemar. We also record advisory revenue for equity grants of 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, 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 measured annually in each year that Braemar’s annual total stockholder return exceeds the average annual total stockholder return for Braemar’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. The following table summarizes the revenues related to Braemar OP (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 2,312 $ 2,276 $ 4,419 $ 4,279 Reimbursable expenses (1) 499 533 919 1,082 Equity-based compensation (2) 1,378 335 3,925 (1,350 ) Incentive advisory fee (3) — 318 — 637 Other advisory revenue (4) 130 14 258 14 Total advisory services revenue 4,319 3,476 9,521 4,662 Other revenue Debt placement fees (5) 1,000 — 1,000 — Claims management services (6) 32 — 69 — Lease revenue (7) 84 84 168 168 Other services (8) 208 — 419 — Total other revenue 1,324 84 1,656 168 Total revenue $ 5,643 $ 3,560 $ 11,177 $ 4,830 REVENUE BY SEGMENT (9) REIT advisory $ 5,435 $ 3,560 $ 10,758 $ 4,830 J&S (10) — — — — OpenKey 11 — 16 — Corporate and other 197 — 403 — Total revenue $ 5,643 $ 3,560 $ 11,177 $ 4,830 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2018 , we recognized $29,000 and $44,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and six months ended June 30, 2017 , we recognized $91,000 and $95,000 , 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 $1.1 million and $1.1 million , respectively. (2) Equity-based compensation revenue is associated with equity grants of Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. For the six months ended June 30, 2018 , equity-based compensation revenue from Braemar included $2.2 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the passing of an executive in March 2018. (3) No incentive fee was recorded for the three and six months ended June 30, 2018 , because Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods. For the three and six months ended June 30, 2017 , incentive advisory fee includes the pro-rata portion of the third year installment of the 2015 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. See note 3 . (4) 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. (5) Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. (6) Claims management services include revenues earned from providing insurance claim assessment and administration services. (7) In connection with our key money transaction with Braemar, we lease furniture, fixtures and equipment to Braemar 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. (8) Other services revenue is associated with other hotel services, such as mobile key applications, “allergy friendly” premium rooms and watersports activities & travel/transportation services, provided to Braemar by our consolidated subsidiaries, OpenKey, Pure Rooms and RED, respectively. (9) See note 16 for discussion of segment reporting. (10) J&S primarily contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. For the three and six months ended June 30, 2018 and 2017 , J&S had no cost of revenues for audio visual associated with Braemar. At June 30, 2018 and December 31, 2017 , we had receivables of $342,000 and $1.7 million , respectively, from Braemar OP associated with advisory services and other revenues, as discussed above. See note 2 for details regarding receivables held by our consolidated subsidiaries, due from our affiliates. The following table summarizes amounts due from Braemar OP related to each of our consolidated entities (in thousands): June 30, 2018 December 31, 2017 Ashford LLC $ 32 $ — Pure Rooms 39 50 OpenKey 3 6 RED 64 — Ashford Trust and Braemar have management agreements with Remington Holdings L.P. and its subsidiaries (“Remington”), 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 consolidated financial statements. Under the agreements, we pay Remington Lodging general and administrative expense reimbursements, approved by the independent directors of Ashford Trust and Braemar, 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 Braemar. These reimbursements are included in general and administrative expenses on the condensed consolidated statements of operations. The charges totaled $1.3 million and $2.5 million , for the three and six months ended June 30, 2018 , respectively, and $1.2 million and $2.4 million , for the three and six months ended June 30, 2017 , respectively. The amounts due under these arrangements as of June 30, 2018 and December 31, 2017 , are included in “due to affiliates” on our condensed consolidated balance sheets. Ashford Trust held a 16.30% and 16.23% and Braemar held an 8.21% and 0% noncontrolling interest in OpenKey as of June 30, 2018 and December 31, 2017 , respectively. During the three and six months ended June 30, 2018 , Ashford Trust invested $0 and $667,000 , respectively, and Braemar invested $0 and $2.0 million , respectively in OpenKey. During the three and six months ended June 30, 2017 , Ashford Trust invested $0 and $650,000 , respectively, in OpenKey. Braemar held no investments in OpenKey during the three and six months ended June 30, 2017 . See also notes 1 , 2 , 10 , and 11 . An officer of J&S owns the J&S headquarters property including the adjoining warehouse space. J&S leases this property for $300,000 per year, with escalating lease payments based on the Consumer Price Index. Rental expense for the three and six months ended June 30, 2018 , was $84,000 , and $168,000 , respectively. We did not incur rental expense related to this lease for the three and six months ended June 30, 2017 . |