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 and Ashford Trust OP. Prior to June 26, 2018, the base fee was paid quarterly based on a declining sliding scale percentage of Ashford Trust’s total market capitalization plus the Key Money Asset Management Fee (defined 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 Ashford Trust ERFP 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 our advisory agreement, subject to a minimum monthly base fee. At September 30, 2019 , 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 grant date 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 our advisory agreement. In addition to our advisory agreement with Ashford Trust and Ashford Trust OP, Premier is party to a master project management agreement with Ashford Trust OP and Ashford TRS Corporation, a subsidiary of Ashford Trust OP, and certain of its affiliates (collectively, “Ashford Trust TRS”) 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. The following table summarizes the revenues and expenses related to Ashford Trust OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 8,003 $ 9,145 $ 24,463 $ 26,611 Reimbursable expenses (1) 2,018 2,119 6,716 5,645 Equity-based compensation (2) 4,649 4,855 13,486 20,540 Incentive advisory fee (3) — 452 — 1,356 Total advisory services revenue 14,670 16,571 44,665 54,152 Audio visual revenue (4) — — — 88 Project management revenue (5) 5,083 2,491 15,098 2,491 Other revenue Investment management reimbursements (6) 246 339 941 850 Debt placement fees (7) — 350 1,158 4,942 Claims management services (8) 26 17 57 53 Lease revenue (9) 946 168 2,837 503 Other services (10) 967 454 1,843 1,141 Total other revenue 2,185 1,328 6,836 7,489 Total revenue $ 21,938 $ 20,390 $ 66,599 $ 64,220 REVENUE BY SEGMENT (11) REIT advisory $ 15,888 $ 17,095 $ 48,500 $ 55,558 Premier 5,083 2,491 15,098 2,491 JSAV — — — 88 OpenKey 28 16 83 63 Corporate and other 939 788 2,918 6,020 Total revenue $ 21,938 $ 20,390 $ 66,599 $ 64,220 COST OF REVENUES Cost of audio visual revenues (4) $ 1,778 $ 1,021 $ 5,324 $ 2,211 ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and nine months ended September 30, 2019 , we recognized $395,000 and $1.5 million , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and nine months ended September 30, 2018 , we recognized $784,000 and $1.4 million , respectively, of deferred income from reimbursable expenses related to software implementation costs. (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 nine months ended September 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 death of an executive in March 2018. (3) Incentive advisory fee for the three and nine months ended September 30, 2018 , includes the pro-rata portion of the third year installment of the 2016 incentive advisory fee, which was paid in January 2019. 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 2018 and 2017 measurement periods. See note 3 . (4) JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV 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 3 for discussion of the audio visual revenue recognition policy. (5) Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy. (6) Investment management reimbursements include Ashford Investment Management, LLC’s (“AIM”) 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. (7) Debt placement fees are earned by Lismore for providing debt placement services. (8) Claims management services include revenues earned from providing insurance claim assessment and administration services. (9) In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust, we lease FF&E to Ashford Trust rent-free. Our ERFP leases entered into in 2018 commenced on December 31, 2018. Consistent with our accounting treatment prior to adopting ASC 842, a portion of the base advisory fee for leases, which commenced prior to our adoption, is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (10) 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. Other services revenue also includes reimbursements for expenses related to Ashford Securities from Ashford Trust. (11) See note 17 for discussion of segment reporting. The following table summarizes amounts due (to) from Ashford Trust OP, net at September 30, 2019 and December 31, 2018 , associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): September 30, 2019 December 31, 2018 Ashford LLC $ 734 $ 2,337 AIM 111 99 Premier 2,049 1,611 JSAV 1,364 826 OpenKey 6 2 Pure Wellness 180 418 Due from Ashford Trust OP $ 4,444 $ 5,293 We are also a party to an amended and restated advisory agreement with Braemar and Braemar OP. Prior to January 15, 2019, the base fee was paid monthly calculated as 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). Upon effectiveness of the Braemar ERFP Agreement on January 15, 2019, the base fee is paid monthly calculated as 1/12th of 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our advisory agreement, subject to a minimum monthly base fee. Reimbursement for overhead, internal audit, risk management advisory services 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 grant date 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. In addition to our advisory agreement with Braemar and Braemar OP, Premier is party to a master project management agreement with Braemar OP and Braemar TRS Yountville LLC, a limited liability company existing under the laws of the state of Delaware and wholly-owned subsidiary of Braemar OP (“Braemar TRS,”) to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP. The following table summarizes the revenues related to Braemar OP (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 2,567 $ 2,510 $ 7,919 $ 6,929 Reimbursable expenses (1) 523 488 1,554 1,407 Equity-based compensation (2) 1,994 1,315 5,426 5,240 Incentive advisory fee (3) 170 — 509 — Other advisory revenue (4) 131 132 389 390 Total advisory services revenue 5,385 4,445 15,797 13,966 Audio visual revenue (5) — — — — Project management revenue (6) 2,839 1,125 8,079 1,125 Other revenue Debt placement fees (7) 429 — 704 999 Claims management services (8) 25 31 90 100 Lease revenue (9) 83 83 251 251 Other services (10) 521 206 1,069 625 Total other revenue 1,058 320 2,114 1,975 Total revenue $ 9,282 $ 5,890 $ 25,990 $ 17,066 REVENUE BY SEGMENT (11) REIT advisory $ 5,493 $ 4,559 $ 16,138 $ 14,317 Premier 2,839 1,125 8,079 1,125 JSAV (11) — — — — OpenKey 9 6 42 22 Corporate and other 941 200 1,731 1,602 Total revenue $ 9,282 $ 5,890 $ 25,990 $ 17,066 COST OF REVENUES Cost of audio visual revenues (5) $ 199 $ — $ 404 $ — ________ (1) Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and nine months ended September 30, 2019 , we recognized $28,000 and $108,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and nine months ended September 30, 2018 , we recognized $58,000 and $102,000 , respectively, of deferred income from reimbursable expenses related to software implementation costs. (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 nine months ended September 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 death of an executive in March 2018. (3) Incentive advisory fee for the three and nine months ended September 30, 2019 , includes the pro-rata portion of the second year installment of the 2018 incentive advisory fee, which will be paid in January 2020. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. For the three and nine months ended September 30, 2018 , no incentive advisory fee was recognized as Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods. 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) JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 3 for discussion of the audio visual revenue recognition policy. (6) Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy. (7) Debt placement fees are earned by Lismore for providing debt placement services. (8) Claims management services include revenues earned from providing insurance claim assessment and administration services. (9) In connection with our legacy key money transaction with Braemar which commenced prior to 2019, we lease FF&E to Braemar rent-free. Consistent with our accounting treatment prior to adopting ASC 842, a portion of the base advisory fee for leases, which commenced prior to our adoption, is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made. (10) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications, marine vessel transportation and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey, RED and Pure Wellness. Other services revenue also includes reimbursements for expenses related to Ashford Securities from Braemar. (11) See note 17 for discussion of segment reporting. The following table summarizes amounts due (to) from Braemar OP, net at September 30, 2019 and December 31, 2018 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): September 30, 2019 December 31, 2018 Ashford LLC $ 766 $ 941 Premier 1,209 949 JSAV 185 4 OpenKey — 12 RED 2 60 Pure Wellness 62 30 Due from Braemar OP $ 2,224 $ 1,996 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 “ERFP Commitment” and collectively, the “ERFP Commitments”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REITs’ acquisition of hotels recommended by us, with the option to increase each ERFP Commitment to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company’s ERFP Commitment to such REIT will be fulfilled as the Company pays each such REIT 10% of each acquired hotel’s purchase price in exchange for FF&E at a property owned by such REIT, which will be 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 require 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 REITs acquisition of the hotel property. The Company recognizes the related depreciation tax deduction at the time such FF&E is purchased by the Company and placed into service at the respective REITs’ hotel properties. However, the timing of the FF&E being purchased and placed into service is 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. See notes 2 and 10 . The changes in our ERFP Commitments to Ashford Trust and Braemar from inception of the programs in 2018 and 2019, respectively, through September 30, 2019 , as well as the unfunded ERFP Commitments as of September 30, 2019 , for hotels acquired by the REITs are as follows (in thousands): Ashford Trust Braemar Total ERFP Commitments: ERFP Commitments at January 1, 2018 $ — $ — $ — Initial ERFP Commitment 50,000 — 50,000 ERFP payment — Hilton Alexandria Old Town (11,100 ) — (11,100 ) ERFP payment — La Posada de Santa Fe (5,000 ) — (5,000 ) ERFP Commitments remaining at December 31, 2018 $ 33,900 $ — $ 33,900 Initial ERFP Commitment — 50,000 50,000 ERFP payment — Hilton Santa Cruz/Scotts Valley (5,000 ) — (5,000 ) ERFP payment—Embassy Suites New York Manhattan Times Square (8,089 ) — (8,089 ) ERFP payment—Ritz-Carlton, Lake Tahoe — (10,300 ) (10,300 ) ERFP Commitments remaining at September 30, 2019 (1) $ 20,811 $ 39,700 $ 60,511 Ashford Trust Braemar Total Unfunded ERFP Commitments for hotels acquired by REITs: Embassy Suites New York Manhattan Times Square $ 11,411 $ — $ 11,411 Unfunded ERFP Commitments at September 30, 2019 $ 11,411 $ — $ 11,411 ________ (1) See note 10 . Other Related Party Transactions — We reimburse Remington and its subsidiaries, which are beneficially owned by our Chairman and Chief Executive Officer and Ashford Trust’s Chairman Emeritus, for various overhead expenses, including rent, payroll, office supplies, travel and accounting. These charges are allocated based on various methodologies, including headcount and actual amounts incurred, and the allocations are approved quarterly by Ashford Inc. and Remington management. These reimbursements are included in “general and administrative” and “cost of revenues for project management” expenses on the condensed consolidated statements of operations. The charges totaled $1.9 million and $6.2 million , for the three and nine months ended September 30, 2019 , respectively, and $2.7 million and $5.2 million for the three and nine months ended September 30, 2018 , respectively. The amounts due under these arrangements as of September 30, 2019 and December 31, 2018 , are included in “due to affiliates” on our condensed consolidated balance sheets. Pursuant to our advisory agreements with each of Ashford Trust and Braemar, we secure certain casualty insurance policies to cover Ashford Trust, Braemar and their respective property managers, as needed. Ashford Trust and Braemar bear the economic burden for the casualty insurance coverage. Our risk management department manages the shared casualty insurance program. At the beginning of each year, funds are collected from Ashford Trust and Braemar, as needed, on an allocated basis based on their risk exposures. These funds are deposited into restricted cash and used to pay casualty claims and other insurance costs throughout the year as incurred. We record the funds received from Ashford Trust and Braemar and the related liability in our condensed consolidated balance sheets in “restricted cash” and “other liabilities,” respectively. “ Equity in earnings (loss) of unconsolidated entities ” in our condensed consolidated statement of operations includes equity in earnings of $266,000 and $239,000 from Ashford Trust and Braemar, respectively, for both the three and nine months ended September 30, 2019 for services provided by an unconsolidated entity in which Lismore holds an investment. Ashford Trust held a 17.00% and 16.30% noncontrolling interest in OpenKey, and Braemar held an 8.58% and 8.21% noncontrolling interest in OpenKey as of September 30, 2019 and December 31, 2018 , respectively. During the three and nine months ended September 30, 2019 , Ashford Trust invested $348,000 and $647,000 , respectively, and Braemar invested $176,000 and $332,000 , respectively in OpenKey. During the three and nine months ended September 30, 2018 , Ashford Trust invested $0 and $667,000 , respectively, and Braemar invested $0 and $2.0 million , respectively, in OpenKey. See also notes 1 , 2 , 11 , and 12 . In conjunction with the formation of Ashford Securities, Ashford Trust and Braemar have entered into a contribution agreement with Ashford Inc. in which Ashford Trust and Braemar have agreed to contribute a combined contribution amount of up to $15.0 million to fund the operations of Ashford Securities. As of September 30, 2019 , Ashford Trust and Braemar have funded approximately $485,000 and $165,000 , respectively. An officer of JSAV owns the JSAV headquarters property including the adjoining warehouse space. JSAV leases this property for approximately $307,000 per year, with escalating lease payments based on the Consumer Price Index. Rental expense for the three and nine months ended September 30, 2019 , was $77,000 , and $232,000 , respectively. Rental expense for the three and nine months ended September 30, 2018 , was $84,000 , and $252,000 respectively. |