Related Party Transactions

9 Months Ended

Sep. 30, 2016

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor, and as a result, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a quarterly base fee that is a percentage of our total market capitalization on a declining sliding scale 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 our day-to-day operations in accordance with our investment guidelines. We are also required to pay Ashford LLC an incentive fee that is based on our total return performance as compared to our peer group as well as to reimburse Ashford LLC for certain reimbursable overhead and internal audit, insurance claims advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC 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.

The following table summarizes the advisory services fees incurred (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Advisory services fee
Base advisory fee	$	2,103	$	2,144	$	6,334	$	6,513
Reimbursable expenses ⁽¹⁾	730		435		2,027		1,417
Equity-based compensation ⁽²⁾	1,134		935		3,220		1,846
Incentive fee	487		—		772		—
	$	4,454	$	3,514	$	12,353	$	9,776

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⁽¹⁾	Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services.


⁽²⁾	Equity-based compensation is associated with equity grants of Ashford Prime’s common stock and LTIP units awarded to officers and employees of Ashford LLC.

At September 30, 2016, the balance in due from Ashford Trust OP, net, was $7,000. At December 31, 2015, the balance in due to Ashford Trust OP, net, was $528,000. These are both associated with reimbursable expenses between Ashford Prime and Ashford Trust OP. At September 30, 2016, the balance in due to Ashford Inc., which is associated with advisory services fee payable and the receivable associated with the $2.3 million hold back from the AQUA U.S. Fund, was $3.7 million. At December 31, 2015, the balance in due to Ashford Inc., associated with the advisory services fee was $6.4 million.

Certain employees of Remington Lodging, who perform work on behalf of Ashford Prime, were granted approximately 21,000 and 1,000 shares of restricted stock under the Ashford Prime Stock Plan on April 1, 2016 and July 1, 2016, respectively. These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded as a component of “management fees” in our consolidated statements of operations. Expense of $26,000 and $50,000 was recognized for the three and nine months ended September 30, 2016, respectively. The unamortized fair value of these grants was $251,000 as of September 30, 2016, which will be amortized over a period of 2.5 years.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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