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. See note 20 for details regarding concentration of risk and percentage of our consolidated subsidiaries’ total revenues earned from Ashford Trust and Braemar. 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 December 31, 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 “reimbursed expenses.” 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. Ashford Trust entered into hotel master management agreements with Remington Lodging (then wholly-owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.) governing the terms of Remington Lodging’s provision of hotel management services and project management services with respect to hotels owned or leased by Ashford Trust in 2003, as amended, and 2006. In connection with the Company’s acquisition of Premier from Remington Lodging in August 2018, Ashford Trust amended and restated the original hotel master management agreement to provide only for hotel management services to be provided to Ashford Trust’s TRSs by Remington Lodging by entering into the Consolidated, Amended and Restated Hotel Master Management Agreement dated as of August 8, 2018, which agreement we refer to below as the “Ashford Trust master hotel management agreement.” In connection with the Company’s subsequent acquisition of Remington Lodging on November 6, 2019, Remington Lodging became a subsidiary of the Company, and the Ashford Trust master hotel management agreement between Remington Lodging and Ashford Trust remains in effect. The following table summarizes the revenues and expenses related to Ashford Trust (in thousands): Year Ended December 31, 2019 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 32,486 $ 35,482 $ 34,724 Incentive advisory fee (1) — 1,809 1,809 Total advisory services revenue 32,486 37,291 36,533 Hotel management: Base management fees 3,796 — — Incentive management fees 434 — — Total hotel management revenue (2) 4,230 — — Project management fees (3) 16,587 5,821 — Audio visual revenue (4) — 88 — Other revenue Debt placement fees (5) 1,294 5,094 913 Claim management services (6) 75 76 — Lease revenue (7) 3,783 670 558 Other services (8) 1,784 1,968 997 Total other revenue 6,936 7,808 2,468 Cost reimbursement revenue 71,479 35,581 20,653 Total revenues $ 131,718 $ 86,589 $ 59,654 REVENUE BY SEGMENT (9) REIT advisory $ 63,345 $ 72,343 $ 57,744 Remington 44,394 — — Premier 20,004 7,096 — JSAV — 88 — OpenKey 111 97 77 Corporate and other 3,864 6,965 1,833 Total revenues $ 131,718 $ 86,589 $ 59,654 COST OF REVENUES Cost of audio visual revenues (4) $ 7,438 $ 3,444 $ 90 SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (4) $ 16,897 $ 7,853 $ 201 ________ (1) Incentive advisory fee for the year ended December 31, 2018 , includes 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 2019, 2018 and 2017 measurement periods. (2) Hotel management revenue is reported within our Remington segment and primarily consists of base management fees and incentive management fees. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenues for managing the hotel employees and daily operations of the hotels. Remington receives an incentive management fee equal to the lesser of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management revenue recognition policy. (3) 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. (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 consolidated statements of operations. See note 3 for discussion of the audio visual revenue recognition policy. (5) Debt placement fees are earned by Lismore for providing debt placement services. (6) Claims management services include revenues earned from providing insurance claim assessment and administration services. (7) 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 ASU 2016-02, 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. (8) 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. (9) See note 19 for discussion of segment reporting. The following table summarizes amounts due (to) from Ashford Trust, net at December 31, 2019 and 2018 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): December 31, 2019 December 31, 2018 Ashford LLC $ (621 ) $ 2,337 AIM 82 99 Remington 2,093 — Premier 1,882 1,611 JSAV 1,070 826 OpenKey 2 2 Pure Wellness 297 418 Due from Ashford Trust $ 4,805 $ 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 “reimbursed expenses.” 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. In 2014, Braemar entered into a hotel master management agreement with Remington Lodging (then wholly-owned by Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.) governing the terms of Remington Lodging’s provision of hotel management services and project management services with respect to hotels owned or leased by Braemar. In connection with the Company’s acquisition of Premier from Remington Lodging in August 2018, Braemar amended and restated the original hotel master management agreement to provide only for hotel management services to be provided to Braemar’s TRSs by Remington Lodging by entering into the Amended and Restated Hotel Master Management Agreement dated as of August 8, 2018, which agreement we refer to below as the “Braemar master hotel management agreement.” In connection with the Company’s subsequent acquisition of Remington Lodging on November 6, 2019, Remington Lodging became a subsidiary of the Company, and the Braemar master hotel management agreement between Remington Lodging and Braemar remains in effect. The following table summarizes the revenues related to Braemar (in thousands): Year Ended December 31, 2019 2018 2017 REVENUE BY TYPE Advisory services revenue Base advisory fee $ 10,499 $ 9,423 $ 8,799 Incentive advisory fee (1) 678 678 1,274 Other advisory revenue (2) 521 521 277 Total advisory services revenue 11,698 10,622 10,350 Hotel management: Base management fees 248 — — Incentive management fees 38 — — Total hotel management revenue (3) 286 — — Project management fees (4) 8,547 2,979 — Audio visual revenue (5) — — — Other revenue Debt placement fees (6) 704 999 224 Claims management services (7) 135 137 — Lease revenue (8) 335 335 335 Other services (9) 1,277 857 41 Total other revenue 2,451 2,328 600 Cost reimbursement revenue 13,556 8,927 422 Total revenues $ 36,538 $ 24,856 $ 11,372 REVENUE BY SEGMENT (10) REIT advisory $ 21,334 $ 19,507 $ 11,107 Remington 2,754 — — Premier 10,123 3,493 — JSAV (11) — — — OpenKey 52 29 16 Corporate and other 2,275 1,827 249 Total revenue $ 36,538 $ 24,856 $ 11,372 COST OF REVENUES Cost of audio visual revenues (5) $ 561 $ 3 $ — SUPPLEMENTAL REVENUE INFORMATION Audio visual revenues from guests at REIT properties (5) $ 1,329 $ 7 $ — ________ (1) Incentive advisory fees for the year ended December 31, 2019 , includes the second year installment of the 2018 incentive advisory fee, which will be paid in January 2020. Incentive advisory fees for the year ended December 31, 2018 , includes the first year installment of the 2018 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 Braemar advisory agreement. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2019, 2017 and 2016 measurement periods. (2) 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. (3) Hotel management revenue is reported within our Remington segment and primarily consists of base management fees and incentive management fees. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenues for managing the hotel employees and daily operations of the hotels. Remington receives an incentive management fee equal to the lesser of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management revenue recognition policy. (4) 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. (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 consolidated statements of operations. See note 3 for discussion of the audio visual revenue recognition policy. (6) Debt placement fees are earned by Lismore for providing debt placement services. (7) Claims management services include revenues earned from providing insurance claim assessment and administration services. (8) 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 ASU 2016-02, 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. (9) 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. (10) See note 19 for discussion of segment reporting. The following table summarizes amounts due (to) from Braemar, net at December 31, 2019 and 2018 associated primarily with the advisory services fee and other fees discussed above, as it relates to each of our consolidated entities (in thousands): December 31, 2019 December 31, 2018 Ashford LLC $ 659 $ 941 Remington (99 ) — Premier 750 949 JSAV 173 4 OpenKey — 12 RED 105 60 Pure Wellness 3 30 Due from Braemar $ 1,591 $ 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 “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company will pay each 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 REIT’s 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 December 31, 2019 , are as follows (in thousands): Ashford Trust Braemar Total ERFP Commitments: ERFP Commitments at January 1, 2018 $ — $ — $ — ERFP commitment — Hilton Alexandria Old Town 11,100 — 11,100 ERFP commitment—La Posada de Santa Fe 5,000 — 5,000 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 $ — $ — $ — ERFP commitment — Hilton Santa Cruz/Scotts Valley 5,000 — 5,000 ERFP commitment—The Embassy Suites New York Manhattan Times Square 19,500 — 19,500 ERFP payment—Hilton Santa Cruz/Scotts Valley (5,000 ) — (5,000 ) ERFP payment—The Embassy Suites New York Manhattan Times Square (8,089 ) — (8,089 ) ERFP commitment—Ritz-Carlton, Lake Tahoe — 10,300 10,300 ERFP payment—Ritz-Carlton, Lake Tahoe — (10,300 ) (10,300 ) ERFP Commitments remaining at December 31, 2019 (1) $ 11,411 $ — $ 11,411 ________ (1) See note 10 . Ashford Securities — On September 25, 2019, the Company announced the formation of Ashford Securities to raise capital in order to grow the Company’s existing and future platforms. Ashford Securities will be a dedicated capital raising platform to fund investment opportunities sponsored and asset-managed by the Company. In conjunction with the formation of Ashford Securities, Ashford Trust and Braemar entered into a contribution agreement with Ashford Inc. in which Ashford Trust and Braemar agreed to contribute a combined contribution amount of up to $15.0 million to fund the operations of Ashford Securities. As of December 31, 2019 , Ashford Trust and Braemar have funded approximately $2.5 million and $801,000 , respectively. Of the total $3.3 million funded by the REITs during 2019, $1.2 million is recognized as cost reimbursement revenue in our consolidated statements of operations and the remaining $2.1 million is deferred income in our consolidated balance sheets as of December 31, 2019 . Other Related Party Transactions — Prior to our acquisition of Remington Lodging, we reimbursed Remington Lodging and its subsidiaries, which were beneficially owned by Mr. Monty J. Bennett, our chairman and chief executive officer and Mr. Archie Bennett, Jr., Ashford Trust’s chairman emeritus, for various overhead expenses, including rent, payroll, office supplies, travel and accounting. These charges were allocated based on various methodologies, including headcount and actual amounts incurred, and the allocations were approved quarterly by Ashford Inc. and Remington Lodging management. Reimbursements prior to our November 6, 2019 acquisition of Remington Lodging are included in “general and administrative” and “cost of revenues for project management” expenses on the consolidated statements of operations. The charges totaled $6.6 million , $6.6 million and $5.1 million for the year s ended December 31, 2019 , 2018 and 2017, respectively. The amounts due under these arrangements as of December 31, 2019 and 2018, were included in “due to affiliates” on our consolidated balance sheets. At the beginning of each year, Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies of an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in current “other liabilities” in our consolidated balance sheets. See note 2 . “ Equity in earnings (loss) of unconsolidated entities ” in our consolidated statement of operations includes equity in earnings of $266,000 and $239,000 related to transactions between our unconsolidated entity, REA Holdings and each Ashford Trust and Braemar, respectively, for the year ended December 31, 2019 .See note 2. 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 December 31, 2019 and 2018 , respectively. Ashford Trust invested $647,000 , $667,000 and $983,000 in OpenKey during the years ended December 31, 2019 , 2018 and 2017 , respectively. Braemar invested $332,000 , $2.0 million and $0 in OpenKey during the years ended December 31, 2019 , 2018 and 2017 , respectively. See also notes 1 , 2 , 13 , and 14 . The Company or its affiliates provide to the Bennetts or their permitted designees certain services, including, but not limited to, accounting, tax and administrative services pursuant to that certain Transition Cost Sharing Agreement entered into in connection with Company’s acquisition of Remington Lodging from the Bennetts in November 2019. The gross amount of expenses and reimbursements for these transition services for the year ended December 31, 2019 was $73,000 . Premier, a subsidiary of the Company, provides, form time to time, project management services to Mr. Monty J. Bennett related to the construction or maintenance of Mr. Bennett’s personal residential properties for which we are reimbursed. The gross amount of expenses and reimbursements for these project management services for the year ended December 31, 2019 was $223,000 . The expenses and reimbursements for transition services and project management services are recorded on a net basis and, therefore, the reimbursed activity does not impact our consolidated statements of operations for the year ended December 31, 2019 . An officer of JSAV owns the JSAV headquarters property including the adjoining warehouse space. JSAV leases this property for $307,000 per year, with escalating lease payments based on increases in the Consumer Price Index. Rental expense for the years ended December 31, 2019 , 2018 and 2017 was $307,000 , $335,000 and $50,000 , respectively. |