Ashford Inc. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 001-36400

ASHFORD INC.

(Exact name of registrant as specified in its charter)



Maryland		82-5237353
(State or other jurisdiction of incorporation or organization)		(IRS employer identification number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas		75254
(Address of principal executive offices)		(Zip code)

(972) 490-9600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	þ

Non-accelerated filer	¨	Smaller reporting company	þ

		Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	AINC	NYSE American LLC

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Common Stock, $0.01 par value per share		2,613,884
(Class)		Outstanding at August 6, 2019

ASHFORD INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2019

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	2
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018	3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2019 and 2018	4
Condensed Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2019 and 2018	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	7
Notes to Condensed Consolidated Financial Statements	9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	48
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	66
ITEM 4. CONTROLS AND PROCEDURES	67
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	68
ITEM 1A. RISK FACTORS	68
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	70
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	70
ITEM 4. MINE SAFETY DISCLOSURES	70
ITEM 5. OTHER INFORMATION	70
ITEM 6. EXHIBITS	71
SIGNATURES	72

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS (unaudited)

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)



	June 30, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	40,039		$	51,529
Restricted cash	13,276			7,914
Accounts receivable, net	9,232			4,928
Due from affiliates	93			45
Due from Ashford Trust OP	4,872			5,293
Due from Braemar OP	1,830			1,996
Inventories	1,504			1,202
Prepaid expenses and other	3,875			3,902
Total current assets	74,721			76,809
Investments in unconsolidated entities	2,990			500
Furniture, fixtures and equipment, net	62,546			47,947
Operating lease right-of-use assets	21,597			—
Goodwill	65,040			59,683
Intangible assets, net	189,742			193,194
Other assets	1,542			872
Total assets	$	418,178		$	379,005
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	26,154		$	24,880
Dividends payable	2,791			—
Due to affiliates	726			2,032
Deferred income	138			148
Deferred compensation plan	77			173
Notes payable, net	2,933			2,595
Operating lease liabilities	2,066			—
Other liabilities	14,532			8,418
Total current liabilities	49,417			38,246
Deferred income	11,088			13,396
Deferred tax liability, net	31,750			31,506
Deferred compensation plan	6,347			10,401
Notes payable, net	21,925			15,177
Operating lease liabilities	19,546			—
Other liabilities	2,670			—
Total liabilities	142,743			108,726
Commitments and contingencies (note 10)
MEZZANINE EQUITY
Series B convertible preferred stock, $25 par value, 8,120,000 shares issued and outstanding, net of discount at June 30, 2019 and December 31, 2018	201,822			200,847
Redeemable noncontrolling interests	3,615			3,531
EQUITY
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series A cumulative preferred stock, no shares issued and outstanding at June 30, 2019 and December 31, 2018	—			—
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,475,848 and 2,391,541 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	25			24
Additional paid-in capital	289,821			280,159
Accumulated deficit	(219,965		)	(214,242		)
Accumulated other comprehensive income (loss)	(293		)	(498		)
Total stockholders’ equity of the Company	69,588			65,443
Noncontrolling interests in consolidated entities	410			458
Total equity	69,998			65,901
Total liabilities and equity	$	418,178		$	379,005

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
REVENUE
Advisory services	$	21,220		$	24,570		$	40,407		$	47,102
Audio visual	30,127			23,376			61,102			46,686
Project management	7,700			—			15,490			—
Other	4,419			6,865			9,787			9,191
Total revenue	63,466			54,811			126,786			102,979
EXPENSES
Salaries and benefits	18,157			15,710			40,857			42,227
Cost of revenues for audio visual	22,229			17,021			43,668			33,608
Cost of revenues for project management	2,697			—			5,488			—
Depreciation and amortization	4,934			1,193			9,461			2,233
General and administrative	11,368			9,125			19,350			15,420
Impairment	—			—			—			1,919
Other	3,138			892			4,477			1,738
Total expenses	62,523			43,941			123,301			97,145
OPERATING INCOME (LOSS)	943			10,870			3,485			5,834
Equity in earnings (loss) of unconsolidated entities	(298		)	—			(573		)	—
Interest expense	(445		)	(161		)	(742		)	(304		)
Amortization of loan costs	(70		)	(24		)	(139		)	(47		)
Interest income	9			73			29			185
Other income (expense)	(42		)	(221		)	(95		)	(260		)
INCOME (LOSS) BEFORE INCOME TAXES	97			10,537			1,965			5,408
Income tax (expense) benefit	(426		)	(1,605		)	(1,726		)	(2,311		)
NET INCOME (LOSS)	(329		)	8,932			239			3,097
(Income) loss from consolidated entities attributable to noncontrolling interests	131			118			294			291
Net (income) loss attributable to redeemable noncontrolling interests	310			(90		)	289			(151		)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	112			8,960			822			3,237
Preferred dividends	(2,791		)	—			(5,583		)	—
Amortization of preferred stock discount	(484		)	—			(975		)	—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(3,163	)	$	8,960		$	(5,736	)	$	3,237

INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders	$	(1.28	)	$	4.26		$	(2.35	)	$	1.54
Weighted average common shares outstanding - basic	2,462			2,095			2,441			2,094
Diluted:
Net income (loss) attributable to common stockholders	$	(3.00	)	$	0.93		$	(3.94	)	$	(1.40	)
Weighted average common shares outstanding - diluted	2,717			2,487			2,583			2,219

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019		2018
NET INCOME (LOSS)	$	(329	)	$	8,932		$	239	$	3,097
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation adjustment	204			(137		)	234		(251		)
COMPREHENSIVE INCOME (LOSS)	(125		)	8,795			473		2,846
Comprehensive (income) loss attributable to noncontrolling interests	131			139			294		329
Comprehensive (income) loss attributable to redeemable noncontrolling interests	294			(90		)	259		(151		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	300		$	8,844		$	1,026	$	3,024

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(unaudited, in thousands)



	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Shares	Amount		Redeemable Noncontrolling Interests
Balance at March 31, 2019	2,470	$	25	$	287,129		$	(216,703	)	$	(483	)	$	627		$	70,595		8,120	$	201,338	$	3,810
Equity-based compensation	5	—		2,681			—			—			(27		)	2,654			—	—		—
Acquisition of BAV Services	—	—		(7		)	—			—			—			(7		)	—	—		—
Investment in Real Estate Advisory Holdings LLC	—	—		(113		)	—			—			—			(113		)	—	—		—
Amortization of preferred stock discount	—	—		—			(484		)	—			—			(484		)	—	484		—
Dividends declared - preferred stock	—	—		—			(2,791		)	—			—			(2,791		)	—	—		—
Deferred compensation plan distribution	1	—		27			—			—			—			27			—	—		—
Employee advances	—	—		104			—			—			—			104			—	—		—
Redemption value adjustment	—	—		—			(99		)	—			—			(99		)	—	—		99
Distributions to consolidated noncontrolling interests	—	—		—			—			—			(59		)	(59		)	—	—		—
Foreign currency translation adjustment	—	—		—			—			190			—			190			—	—		16
Net income (loss)	—	—		—			112			—			(131		)	(19		)	—	—		(310		)
Balance at June 30, 2019	2,476	$	25	$	289,821		$	(219,965	)	$	(293	)	$	410		$	69,998		8,120	$	201,822	$	3,615



	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Shares	Amount		Redeemable Noncontrolling Interests
Balance at December 31, 2018	2,392	$	24	$	280,159		$	(214,242	)	$	(498	)	$	458		$	65,901		8,120	$	200,847	$	3,531
Equity-based compensation	5	—		4,836			—			—			(24		)	4,812			—	—		—
Acquisition of BAV Services	60	1		3,747			—			—			—			3,748			—	—		—
Investment in Real Estate Advisory Holdings LLC	17	—		887			—			—			—			887			—	—		—
Amortization of preferred stock discount	—	—		—			(975		)	—			—			(975		)	—	975		—
Dividends declared - preferred stock	—	—		—			(5,583		)	—			—			(5,583		)	—	—		—
Deferred compensation plan distribution	2	—		73			—			—			—			73			—	—		—
Employee advances	—	—		353			—			—			—			353			—	—		—
Contributions from noncontrolling interests	—	—		—			—			—			455			455			—	—		—
Reallocation of carrying value	—	—		(234		)	—			—			(122		)	(356		)	—	—		356
Redemption value adjustment	—	—		—			13			—			—			13			—	—		(13		)
Distributions to consolidated noncontrolling interests	—	—		—			—			—			(63		)	(63		)	—	—		—
Foreign currency translation adjustment	—	—		—			—			205			—			205			—	—		30
Net income (loss)	—	—		—			822			—			(294		)	528			—	—		(289		)
Balance at June 30, 2019	2,476	$	25	$	289,821		$	(219,965	)	$	(293	)	$	410		$	69,998		8,120	$	201,822	$	3,615



	Common Stock			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount		Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Shares	Amount		Redeemable Noncontrolling Interests
Balance at March 31, 2018	2,103	$	21	$	255,037		$	(224,281	)	$	(232	)	$	1,560		32,105			—	$	—	$	4,662
Equity-based compensation	4	—		2,272			—			—			—			2,272			—	—		—
Deferred compensation plan distribution	2	—		54			—			—			—			54			—	—		—
Employee advances	—	—		(60		)	—			—			—			(60		)	—	—		—
Redemption value adjustment	—	—		—			(100		)	—			—			(100		)	—	—		100
Distributions to consolidated noncontrolling interests	—	—		—			(14		)	—			—			(14		)	—	—		—
Foreign currency translation adjustment	—	—		—			—			(116		)	(21		)	(137		)	—	—		—
Net income (loss)	—	—		—			8,960			—			(118		)	8,842			—	—		90
Balance at June 30, 2018	2,109	$	21	$	257,303		$	(215,435	)	$	(348	)	$	1,421		$	42,962		—	$	—	$	4,852



	Common Stock			Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests in Consolidated Entities			Total			Shares	Amount		Redeemable Noncontrolling Interests
Balance at December 31, 2017	2,094	$	21	$	249,695	$	(219,396	)	$	(135	)	$	772		30,957			—	$	—	$	5,111
Equity-based compensation	4	—		6,061		—			—			8			6,069			—	—		—
Deferred compensation plan distribution	2	—		134		—			—			—			134			—	—		—
Employee advances	—	—		45		—			—			—			45			—	—		—
Purchase of OpenKey shares from noncontrolling interest holder	9	—		838		—			—			—			838			—	—		(838		)
Contributions from noncontrolling interests	—	—		—		—			—			2,666			2,666			—	—		—
Reallocation of carrying value	—	—		530		—			—			(1,696		)	(1,166		)	—	—		1,166
Redemption value adjustment	—	—		—		738			—			—			738			—	—		(738		)
Distributions to consolidated noncontrolling interests	—	—		—		(14		)	—			—			(14		)	—	—		—
Foreign currency translation adjustment	—	—		—		—			(213		)	(38		)	(251		)	—	—		—
Net income (loss)	—	—		—		3,237			—			(291		)	2,946			—	—		151
Balance at June 30, 2018	2,109	$	21	$	257,303	$	(215,435	)	$	(348	)	$	1,421		$	42,962		—	$	—	$	4,852

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)



	Six Months Ended June 30,
	2019			2018
Cash Flows from Operating Activities
Net income (loss)	$	239		$	3,097
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	11,835			3,614
Change in fair value of deferred compensation plan	(4,077		)	(5,814		)
Equity-based compensation	4,862			6,069
Equity in (earnings) loss in unconsolidated entities	573			—
Deferred tax expense (benefit)	244			—
Change in fair value of contingent consideration	1,639			559
Impairment of furniture, fixtures and equipment	—			1,919
(Gain) loss on sale of furniture, fixtures and equipment	48			(80		)
Amortization of loan costs	139			47
Changes in operating assets and liabilities, exclusive of the effect of acquisitions:
Accounts receivable	(3,578		)	(782		)
Due from affiliates	(48		)	—
Due from Ashford Trust OP	421			(121		)
Due from Braemar OP	166			1,396
Inventories	(301		)	(157		)
Prepaid expenses and other	58			5
Operating lease right-of-use assets	874			—
Other assets	3			(658		)
Accounts payable and accrued expenses	799			351
Due to affiliates	(1,236		)	319
Other liabilities	5,011			3,313
Operating lease liabilities	(859		)	—
Deferred income	(2,319		)	(813		)
Net cash provided by (used in) operating activities	14,493			12,264
Cash Flows from Investing Activities
Purchases of furniture, fixtures and equipment under the Ashford Trust ERFP Agreement	(13,089		)	—
Purchases of furniture, fixtures and equipment under the Braemar ERFP Agreement	(1,420		)	—
Additions to furniture, fixtures and equipment	(3,665		)	(4,535		)
Proceeds from disposal of furniture, fixtures and equipment, net	58			—
Acquisition of BAV Services	(4,267		)	—
Investment in Real Estate Advisory Holdings LLC	(2,176		)	—
Acquisition of assets related to RED Hospitality and Leisure LLC	(988		)	(3,670		)
Net cash provided by (used in) investing activities	(25,547		)	(8,205		)
Cash Flows from Financing Activities
Payments for dividends on preferred stock	(2,791		)	—
Payments on revolving credit facilities	(16,256		)	(10,064		)
Borrowings on revolving credit facilities	17,245			10,263
Proceeds from notes payable	7,336			1,765
Payments on notes payable and capital leases	(1,297		)	(939		)
Payments of loan costs	(41		)	(15		)
Employee advances	353			45
Contributions from noncontrolling interest	455			2,666
Distributions to noncontrolling interests in consolidated entities	(63		)	(14		)
Net cash provided by (used in) financing activities	4,941			3,707
Effect of foreign exchange rate changes on cash and cash equivalents	(15		)	(65		)
Net change in cash, cash equivalents and restricted cash	(6,128		)	7,701
Cash, cash equivalents and restricted cash at beginning of period	59,443			45,556
Cash, cash equivalents and restricted cash at end of period	$	53,315		$	53,257



	Six Months Ended June 30,
	2019		2018
Supplemental Cash Flow Information
Interest paid	$	610	$	278
Income taxes paid	1,344		598
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Distribution from deferred compensation plan	73		134
Capital expenditures accrued but not paid	632		2,497
Capital lease additions	69		—
Ashford Inc. common stock consideration for purchase of OpenKey shares	—		838
Amortization of discount on preferred stock	975		—
Ashford Inc. common stock consideration for BAV Services acquisition	3,748		—
Ashford Inc. common stock consideration for investment in Real Estate Advisory Holdings LLC	887		—

Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	$	51,529	$	36,480
Restricted cash at beginning of period	7,914		9,076
Cash, cash equivalents and restricted cash at beginning of period	$	59,443	$	45,556

Cash and cash equivalents at end of period	$	40,039	$	40,868
Restricted cash at end of period	13,276		12,389
Cash, cash equivalents and restricted cash at end of period	$	53,315	$	53,257

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

Ashford Inc. (the “Company”) is a Maryland corporation that provides asset management services, advisory services and other products and services primarily to clients in the hospitality industry. We became a public company in November 2014, when Ashford Hospitality Trust, Inc. (“Ashford Trust”) completed the spin-off of Ashford Inc. through the distribution of approximately 70% of our outstanding common stock to Ashford Trust stockholders and unitholders in Ashford Trust's operating partnership, collectively. Our common stock is listed on the NYSE American LLC (“NYSE American”). As of June 30, 2019, Ashford Trust held approximately 598,000 shares of our common stock, which represented an approximate 24.2% ownership interest in Ashford Inc., and Braemar Hotels & Resorts Inc. (“Braemar”) held approximately 195,000 shares, which represented an approximate 7.9% ownership interest in the Company.

We are currently the advisor for Ashford Trust and Braemar. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar, in each case subject to the supervision and oversight of the respective board of directors of Ashford Trust and Braemar. Ashford Trust commenced operating in August 2003 and is focused on investing in full service hotels in the upscale and upper-upscale segments in the U.S. that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Braemar became a publicly traded company in November 2013 upon the completion of its spin-off from Ashford Trust. Each of Ashford Trust and Braemar is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code, and the common stock of each of Ashford Trust and Braemar is traded on the NYSE.

We provide the personnel and services that we believe are necessary for each of Ashford Trust and Braemar to conduct their respective businesses. We may also perform similar functions for new or additional platforms. We are not responsible for managing the day-to-day operations of the individual hotel properties owned by either Ashford Trust or Braemar, which duties are, and will continue to be, the responsibility of the hotel management companies that operate the hotel properties owned by Ashford Trust and Braemar.

We conduct our advisory business primarily through an operating entity, Ashford Hospitality Advisors LLC (“Ashford LLC”), our hospitality products and services business primarily through an operating entity, Ashford Hospitality Services LLC (“Ashford Services”), and our project management business through an operating entity, Premier Project Management LLC (“Premier”). We own substantially all of our assets and conduct substantially all of our business through Ashford LLC, Ashford Services and Premier.

On January 16, 2018, the Company closed on the acquisition of a passenger vessel and other assets related to RED Hospitality & Leisure LLC (“RED”), a provider of watersports activities and other travel and transportation services. This transaction was accounted for as an asset acquisition recorded at cost and did not result in the recognition of goodwill. During 2018, RED acquired additional passenger vessels and a ferry. The Company owns an 80.0% interest in RED. See notes 2, 11 and 15.

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 “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. Under the Ashford Trust ERFP Agreement, the Company agreed to provide $50 million (the “ERFP Commitment”) to Ashford Trust in connection with Ashford Trust’s acquisition of hotels recommended by us, with the option to increase the ERFP Commitment to up to $100 million upon mutual agreement by the parties. Under the Ashford Trust ERFP Agreement, the Company’s ERFP Commitment will be fulfilled as the Company pays Ashford Trust 10% of each acquired hotel’s purchase price in exchange for furniture fixtures and equipment (“FF&E”), which is subsequently leased to Ashford Trust rent-free. Ashford Trust must provide reasonable advance notice to the Company to request ERFP funds in accordance with the Ashford Trust ERFP Agreement. The Ashford Trust ERFP Agreement requires 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 Ashford Trust acquiring 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 Ashford Trust’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, 10 and 15.

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On August 8, 2018, we completed the acquisition of Premier, the project management business formerly conducted by certain affiliates of Remington Holdings, LP (“Remington”), for a total transaction value of $203 million. As a result, the project management services that were previously provided by Remington Lodging & Hospitality, LLC (“Remington Lodging”) are now provided by a subsidiary of Ashford Inc. under the respective project management agreement with each customer, including Ashford Trust and Braemar. The purchase price was paid by issuing 8,120,000 shares of the Series B Convertible Preferred Stock to the sellers of Premier (the “Remington Sellers”), primarily MJB Investments, LP (which is wholly-owned by Monty J. Bennett, our Chief Executive Officer and Chairman of our board of directors), and his father Archie Bennett, Jr., the Chairman Emeritus of Ashford Trust (together, the “Bennetts”). The Series B Convertible Preferred Stock has a conversion price of $140 per share and would convert into 1,450,000 shares of our common stock. Cumulative dividends on the Series B Convertible Preferred Stock are payable at an annual rate of 5.5% in the first year, 6.0% in the second year, and 6.5% in the third year and each year thereafter. In addition to certain separate class voting rights, the holders of the Series B Convertible Preferred Stock vote on an as-converted basis with the holders of the common stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the Remington Sellers and their transferees are subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of the Company’s outstanding capital stock. The holders of the Series B Convertible Preferred Stock have certain conversion rights upon certain events constituting a change of control of the Company. See notes 4 and 12.

In connection with the acquisition of Premier, we effected a holding company reorganization. The change in holding company organizational structure was effected by a merger, pursuant to which each issued and outstanding share of common stock, par value $0.01 per share, of our predecessor publicly-traded parent Ashford OAINC Inc. (formerly named Ashford Inc.) (“Old Ashford”) was converted into one share of common stock, par value $0.01 per share, of the Company having the same rights, powers and preferences and the same qualifications, limitations and restrictions as a share of common stock of Old Ashford. As a result of the foregoing, we became the successor issuer of Old Ashford under Rule 12g-3 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our common stock continues to be listed on the NYSE American under the symbol “AINC.”

On September 28, 2018, we completed a public offering of 270,000 shares of common stock at a price to the public of $74.50 per share, resulting in gross proceeds of $20.1 million. The net proceeds from the sale of the shares, after discounts and commissions to the underwriters and offering expenses, were approximately $18.2 million. We also sold an additional 10,000 shares of common stock to the underwriters on October 10, 2018, in connection with the underwriters’ partial exercise of their over-allotment option that had been granted to them in connection with the transaction. The net proceeds from the sale of the over-allotment shares, after discounts and commissions to the underwriters, were approximately $700,000.

Effective January 1, 2019, we acquired a 30% noncontrolling ownership interest in Real Estate Advisory Holdings LLC (“REA Holdings”), a real estate advisory firm that provides financing, advisory and property sales services primarily to clients in the hospitality and leisure industry, for a purchase price of approximately $3.0 million which was paid in the form of $2.1 million cash and the issuance of 16,529 shares of our common stock (approximately $890,000) to the seller pursuant to the exemption from the registration requirements under the Securities Act, provided under Section 4(a)(2) thereunder. We have an option to acquire an additional 50% of the ownership interests in REA Holdings for $12.5 million beginning on January 1, 2022. Our investment in REA Holdings is accounted for under the equity method as we have significant influence over the voting interest entity.

On January 15, 2019, the Company entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement (the “Braemar ERFP Agreement”) 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 Braemar ERFP Agreement, the Company agreed to provide $50 million (the “ERFP Commitment”) to Braemar in connection with Braemar’s acquisition of hotels recommended by us, with the option to increase the ERFP Commitment to up to $100 million upon mutual agreement by the parties. Under the Braemar ERFP Agreement, the Company’s ERFP Commitment will be fulfilled as the Company pays Braemar 10% of each acquired hotel’s purchase price in exchange for FF&E, which is subsequently leased to Braemar rent-free. Braemar must provide reasonable advance notice to the Company to request ERFP funds in accordance with the Braemar ERFP Agreement. The Braemar ERFP Agreement requires 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 Braemar acquiring 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 Braemar’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, 10 and 15.

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On March 1, 2019, J&S Audio Visual (“JSAV”), our consolidated subsidiary, acquired a privately-held company, BAV Services in the United States (“BAV”). BAV is an audio visual rental, staging, and production company focused on meeting and special event services. As a result of the acquisition, our ownership interest in JSAV, which we consolidate under the voting interest model, increased from 85% to approximately 88%. The purchase price consisted of: (i) $5.0 million in cash (excluding working capital adjustments) funded by an existing JSAV term loan; (ii) $4.0 million in the form of Ashford Inc. common stock consisting of (a) 61,387 shares issued on March 1, 2019, which was determined based on an agreed upon value of $3.5 million using a thirty-day volume weighted average price per share (“30-Day VWAP”) of $57.01 and had an estimated fair value of approximately $3.8 million as of the acquisition date and (b) $500,000 of stock to be issued 18 months after the acquisition date, subject to certain conditions; and (iii) contingent consideration related to the achievement of certain performance targets with an estimated fair value of approximately $1.4 million, payable, if earned, 12 to 18 months after the acquisition date. Additionally, the transaction includes a stock consideration collar. See note 4.

On May 31, 2019, Ashford Inc. signed a Combination Agreement, dated May 31, 2019, between the Bennetts, Remington, Remington Holdings GP, LLC, MJB Investments, LP, the Company, James L. Cowen, Jeremy J. Welter, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc. (which was subsequently amended on July 17, 2019) (the “Combination Agreement”) to acquire the Hotel Management business of Remington, a privately held company. The transaction, which is expected to close sometime in the fourth quarter of 2019, is subject to approval by Ashford Inc.’s stockholders, the receipt of an acceptable Private Letter Ruling (“PLR”) from the Internal Revenue Service and customary closing conditions. Under the terms of the agreement, Ashford Inc. will acquire Remington’s Hotel Management business for a purchase price of $275 million, payable by the issuance of $275 million of a new Series D Convertible Preferred Stock. In the previous transaction for Remington’s Project Management business, the sellers received $203 million of Series B Convertible Preferred Stock. For this transaction involving Remington’s Hotel Management business, that $203 million of Series B Convertible Preferred Stock will be exchanged for $203 million of Series D Convertible Preferred Stock (such that, after the transactions, $478 million of Series D Convertible Preferred Stock, and no Series B Convertible Preferred Stock, will be outstanding). The new Series D Convertible Preferred Stock will be convertible into shares of common stock at a price of $117.50 per share (a 164% premium to the closing price of Ashford’s common stock on the agreement date of May 31, 2019). Dividends on the Series D Convertible Preferred Stock will be payable at an annual rate of 6.59% in the first year, 6.99% in the second year, and 7.28% in the third year and each year thereafter. Voting rights of the Series D Convertible Preferred Stock will be on an as-converted basis, and the holders of the Series D Convertible Preferred Stock will have a voting limit of 40% of the total voting power of Ashford Inc. until August 8, 2023. The holders of the Series D Convertible Preferred Stock have certain conversion rights upon certain events constituting a change of control of the Company. Remington is currently owned by Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer, and his father, Archie Bennett, Jr., the Chairman Emeritus of Ashford Trust. Ashford Inc.’s Board of Directors formed a special committee of independent and disinterested directors to analyze, negotiate, and recommend the transaction to Ashford Inc.’s Independent Directors. Ashford Inc.’s Independent Directors have unanimously recommended approval of the acquisition by Ashford Inc.’s stockholders.

The accompanying condensed consolidated financial statements reflect the operations of our advisory and asset management business, hospitality products and services business, and entities that we consolidate. In this report, the terms the “Company,” “we,” “us” or “our” refers to Ashford Inc. and all entities included in its condensed consolidated financial statements.

2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation—The accompanying historical unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant intercompany accounts and transactions between these entities have been eliminated in these historical condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our 2018 Annual Report on Form 10-K filed with the SEC on March 8, 2019.

A variable interest entity (“VIE”) must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. We determine whether we are the primary

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beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires significant judgment.

Noncontrolling Interests—The following tables present information about noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of June 30, 2019 and December 31, 2018 (in thousands):



	June 30, 2019
	Ashford Holdings			JSAV⁽³⁾			OpenKey⁽⁴⁾			Pure Wellness ⁽⁵⁾		RED ⁽⁶⁾
Ashford Inc. ownership interest	99.83		%	88.20		%	46.59		%	70.00	%	80.00	%
Redeemable noncontrolling interests^{(1) (2)}	0.17		%	11.80		%	28.15		%	—	%	—	%
Noncontrolling interests in consolidated entities	—		%	—		%	25.26		%	30.00	%	20.00	%
	100.00		%	100.00		%	100.00		%	100.00	%	100.00	%

Carrying value of redeemable noncontrolling interests	$	131		$	1,980		$	1,504		n/a		n/a
Redemption value adjustment, year-to-date	(73		)	—			60			n/a		n/a
Redemption value adjustment, cumulative	105			—			2,093			n/a		n/a
Carrying value of noncontrolling interests	—			—			288			130		(8	)
Assets, available only to settle subsidiary's obligations ⁽⁷⁾	n/a			59,802			1,505			1,913		8,796
Liabilities ⁽⁸⁾	n/a			43,078			471			1,846		4,225
Notes payable ⁽⁸⁾	n/a			18,903			—			—		3,300
Revolving credit facility ⁽⁸⁾	n/a			2,899			—			—		—

	December 31, 2018
	Ashford Holdings			JSAV⁽³⁾			OpenKey⁽⁴⁾			Pure Wellness ⁽⁵⁾		RED ⁽⁶⁾
Ashford Inc. ownership interest	99.83		%	85.00		%	45.61		%	70.00	%	80.00	%
Redeemable noncontrolling interests^{(1) (2)}	0.17		%	15.00		%	29.65		%	—	%	—	%
Noncontrolling interests in consolidated entities	—		%	—		%	24.74		%	30.00	%	20.00	%
	100.00		%	100.00		%	100.00		%	100.00	%	100.00	%

Carrying value of redeemable noncontrolling interests	$	215		$	1,858		$	1,458		n/a		n/a
Redemption value adjustment, year-to-date	(180		)	—			12			n/a		n/a
Redemption value adjustment, cumulative	178			—			2,033			n/a		n/a
Carrying value of noncontrolling interests	—			—			308			218		(68	)
Assets, available only to settle subsidiary's obligations ⁽⁷⁾	n/a			37,141			1,410			2,267		6,807
Liabilities ⁽⁸⁾	n/a			24,836			421			1,977		2,839
Notes payable ⁽⁸⁾	n/a			13,614			—			—		2,480
Revolving credit facility ⁽⁸⁾	n/a			1,733			—			60		118

________

⁽¹⁾

Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value.

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⁽²⁾	Redeemable noncontrolling interests in Ashford Hospitality Holdings LLC (“Ashford Holdings”) represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest.


⁽³⁾	Represents ownership interests in JSAV, which we consolidate under the voting interest model. JSAV provides audio visual products and services in the hospitality industry. See also notes 1, 11 and 12.


⁽⁴⁾	Represents ownership interests in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1, 11 and 12.


⁽⁵⁾	Represents ownership interests in Pure Wellness, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality industry. See also notes 1 and 11.

⁽⁶⁾

Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidated it. We are provided a preferred return on our investment in RED which is accounted for in our income allocation based on the applicable partnership agreement. RED is a provider of watersports activities and other travel and transportation services. See also notes 1, 11 and 18.


⁽⁷⁾	Total assets consist primarily of cash and cash equivalents, FF&E and other assets that can only be used to settle the subsidiaries’ obligations.


⁽⁸⁾	Liabilities consist primarily of accounts payable, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. except in the case of the term loans and line of credit held by RED, for which the creditor has recourse to Ashford Inc.

Investments in Unconsolidated Entities—We hold “investments in unconsolidated entities” in our condensed consolidated balance sheets, which are considered to be variable interests and voting interests in the underlying entities. Certain of our investments in variable interests are not consolidated because we have determined that we are not the primary beneficiary. Certain other investments are not consolidated as the underlying entity does not meet the definition of a VIE and we do not control more than 50% of the voting interests. We review our “investments in unconsolidated entities” for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in “equity in earnings (loss) of unconsolidated entities.” No such impairment was recorded during the three and six months ended June 30, 2019 and 2018.

We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at June 30, 2019 and December 31, 2018. We account for the investment at estimated fair value based on recent observable transactions as we do not exercise significant influence over the entity. No equity in earnings (loss) of unconsolidated entities due to a change in fair value of the investment was recognized during the three and six months ended June 30, 2019 and 2018.

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The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands):



	June 30, 2019
Carrying value of the investment in REA Holdings	$	2,490
Ownership interest in REA Holdings	30		%

The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands):



	Three Months Ended June 30, 2019			Six Months Ended June 30, 2019
Equity in earnings (loss) in unconsolidated entities	$	(298	)	$	(573	)

Acquisitions—We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target's primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the condensed consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill.

Certain of our business combinations include contingent consideration arrangements that require additional consideration to be paid based on the achievement of established objectives, most commonly related to post-combination period performance targets and stock consideration collars. We assess contingent consideration to determine if it is part of the business combination or if it should be accounted for separately from the business combination in the post-combination period. Contingent consideration is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in earnings. See note 4 for additional information regarding contingent consideration arising from business acquisitions.

If our investment involves the acquisition of an asset or group of assets that does not meet the definition of a business, the transaction is accounted for as an asset acquisition. An asset acquisition is recorded at cost, which includes capitalizing transaction costs, and does not result in the recognition of goodwill.

Use of Estimates—The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Furniture, Fixtures and Equipment, net—We record FF&E at cost. We also capitalize certain costs incurred related to the development of internal use software. We capitalize costs incurred during the application development stage related to the development of internal use software. We expense costs incurred related to the planning and post-implementation phases of development as incurred. Assets are depreciated using the straight-line method over the estimated useful lives of the assets. As of June 30, 2019 and December 31, 2018, FF&E, net of accumulated depreciation, included ERFP assets of $29.0 million and $16.1 million, audio visual equipment at JSAV of $16.7 million and $13.4 million and marine vessels at RED of $5.7 million and $5.7 million, respectively.

Impairment of Furniture, Fixtures and Equipment—FF&E are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the

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asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the asset net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of assets, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Assets not yet placed into service are also reviewed for impairment whenever events or changes in circumstances indicate that all or a portion of the assets will not be placed into service. No impairment charges were recorded for the three and six months ended June 30, 2019. We recorded impairment charges of $0 and $1.9 million for the three and six months ended June 30, 2018, respectively. The impairment in 2018 was recognized upon determination that a portion of capitalized software that was not eligible for reimbursement would not be placed into service.

Goodwill and Indefinite-Lived Intangible Assets—Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Indefinite-lived intangible assets primarily include trademark rights resulting from our acquisition of JSAV. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we typically perform a qualitative assessment to determine whether the fair value of the goodwill is more likely than not impaired. In considering the qualitative approach, we evaluated factors including, but not limited to, the operational stability and the overall financial performance of the reporting units. We may choose to bypass the qualitative assessment and perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value and, if applicable, record an impairment charge based on the excess of the reporting unit's carrying amount over its fair value. We determine the fair value of a reporting unit based on either a market valuation approach or an analysis of discounted projected future operating cash flows using a discount rate that is commensurate with the risk inherent in our current business model. We base our measurement of fair value of trademarks using the relief-from-royalty method. This method assumes that the trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. Based on the results of our annual impairment assessments, no impairment of goodwill or trademark rights was indicated. In the second quarter of 2019, the Company identified a potential indicator of goodwill impairment in our reporting units due to a decline in the price of our common stock. We performed an interim qualitative assessment to determine whether it was more likely than not that the carrying value of goodwill in our reporting units was impaired as of June 30, 2019. Based on our assessment, goodwill was not impaired as of June 30, 2019.

Definite-Lived Intangible Assets—Definite-lived intangible assets primarily include customer relationships and management contracts resulting from our acquisitions of Premier, JSAV, BAV and Pure Wellness. Definite-lived intangible assets are amortized over their respective estimated useful lives in a manner that approximates the pattern of the assets’ economic benefit to the Company, or using the straight-line method if not materially different. We review the carrying amount of the assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value. No indicators of impairment were identified as of June 30, 2019.

Other Liabilities—As of June 30, 2019 and December 31, 2018, other current liabilities included reserves in the amount of $13.4 million and $7.8 million, respectively, related primarily to Ashford Trust and Braemar properties’ casualty insurance claims and related fees. The liability for casualty insurance claims and related fees is established based upon an analysis of historical data and actuarial estimates. We record the related funds received from Ashford Trust and Braemar in “restricted cash” in our condensed consolidated balance sheets. See note 15. Other non-current liabilities were $2.7 million and $0 as of June 30, 2019 and December 31, 2018, respectively. As of June 30, 2019, other non-current liabilities included our remaining consideration of $500,000 and the fair value of contingent consideration of $2.2 million due to the sellers of BAV resulting from JSAV’s acquisition of BAV in March of 2019. See note 4.

Revenue Recognition—See note 3.

Salaries and Benefits—Salaries and benefits are expensed as incurred. Salaries and benefits includes expense for equity grants of Ashford Trust and Braemar common stock and performance-based Long-Term Incentive Plan (“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. There is an offsetting amount, included in “advisory services” revenue. Salaries and benefits also includes changes in fair value in the deferred compensation plan liability. See note 14.

Depreciation and Amortization—Our FF&E is depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related assets. Furniture and equipment, excluding our RED vessels, are depreciated using the straight-line method over lives ranging from 3 to 7.5 years and computer software placed into service is amortized on a straight-line basis over estimated useful lives ranging from 3 to 5

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years. Our RED vessels are depreciated using the straight-line method over a useful life of 20 years. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income/loss as well as resulting gains or losses on potential sales. See also the “Definite-Lived Intangible Assets” above.

Equity-Based Compensation—Our equity incentive plan provides for the grant of restricted or unrestricted shares of our common stock, share appreciation rights, performance shares, performance units and other equity-based awards or any combination of the foregoing. Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Braemar in connection with providing advisory services that result in expense, included in “salaries and benefits,” equal to the grant date fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services” revenue.

Prior to the adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) in the third quarter of 2018, equity-based awards granted to non-employees were accounted for at fair value based on the market price of the awards at period end, which resulted in recording expense equal to the fair value of the award in proportion to the requisite service period satisfied during the period. After the adoption of ASU 2018-07 in the third quarter of 2018, equity-based awards granted to non-employees are measured at the grant date and expensed ratably over the vesting period based on the original measurement date as the grant date. This results in the recording of expense equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period.

Other Comprehensive Income (Loss)—Comprehensive income consists of net income (loss) and foreign currency translation adjustments. The foreign currency translation adjustment represents the unrealized impact of translating the financial statements of the JSAV operations in Mexico and the Dominican Republic from their respective functional currencies to U.S. dollars. This amount is not included in net income and would only be realized upon the sale or upon complete or substantially complete liquidation of the foreign businesses. The accumulated other comprehensive income (loss) is presented on the condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018.

Due to Affiliates—Due to affiliates represents current payables resulting primarily from general and administrative expense, and FF&E reimbursements. Due to affiliates is generally settled within a period not exceeding one year.

Leases—We determine if an arrangement is a lease at the inception of the contract. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Short-term leases are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. See note 7.

Income Taxes—We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes and, beginning November 1, 2017, Mexico and Dominican Republic income taxes. In accordance with authoritative accounting guidance, we account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective income tax bases. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.

The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities, and, beginning November 1, 2017, in Mexico and the Dominican Republic. Tax years 2014 through 2018 remain subject to potential examination by certain federal and state taxing authorities.

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Recently Adopted Accounting Standards—In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-10 affect only narrow aspects of the guidance issued in the amendments in ASU 2016-02, including but not limited to lease residual value guarantee, rate implicit in the lease and lease term and purchase option. The amendments in ASU 2018-11 provide an optional transition method for adoption of the new standard, which will allow entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption.

Effective January 1, 2019, we have adopted the new standard using the modified retrospective approach and implemented internal controls to enable the preparation of financial information upon adoption. We elected to adopt both the transition relief provided in ASU 2018-11 and the package of practical expedients which allowed us, among other things, to retain historical lease classifications and accounting for any leases that existed prior to adoption of the standard. Additionally, we elected the practical expedients allowing us not to separate lease and non-lease components and not record leases with an initial term of twelve months or less (“short-term leases”) on the balance sheet across all existing asset classes.

Adoption of the new standard resulted in the recording of operating lease assets and operating lease liabilities of $26.2 million as of January 1, 2019, which primarily relates to certain office space, warehouse facilities, vehicles and equipment. The standard did not materially impact our condensed consolidated statements of operations or cash flows. Adopting the new standard did not have a material impact on the accounting for leases under which we are the lessor, except as it pertains to our rent-free leases of FF&E with Ashford Trust and Braemar. The new standard requires leases with related parties entered into on or after January 1, 2019, to be accounted for in accordance with the legally enforceable terms and conditions of the lease (i.e. zero rent payments). Therefore, we will no longer allocate a portion of base advisory fee revenue to lease revenue in an amount equal to the estimated fair value of the lease payments that would have been made because ERFP leases are rent-free. For historical leases related to our key money and ERFP programs that were in place upon adoption of the new standard on January 1, 2019, we will continue allocating a portion of base advisory fee revenue to lease revenue consistent with our historical accounting for the remainder of the applicable lease terms. See note 7.

Recently Issued Accounting Standards—In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the condensed consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, ASU 2017-04 clarifies that an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are evaluating the impact that ASU 2017-04 will have on our condensed consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies certain disclosure requirements related to fair value measurements including requiring disclosures on changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements and a requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-13 will have on our condensed consolidated financial statements.

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In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-15 will have on our condensed consolidated financial statements.

3. Revenues

Revenue Recognition—Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy a performance obligation

In determining the transaction price, we include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

The following provides detailed information on the recognition of our revenues from contracts with customers:

Advisory Services Revenue

Advisory services revenue is reported within our REIT Advisory segment and primarily consists of advisory fees and expense reimbursements that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees. For Ashford Trust, prior to June 26, 2018, the base fee was paid quarterly and ranged from 0.50% to 0.70% per annum of the total market capitalization ranging from less than $6.0 billion to greater than $10.0 billion plus the Key Money Asset Management Fee, as defined in the amended and restated advisory agreement, subject to certain minimums. 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 and ranges from 0.50% to 0.70% per annum of the total market capitalization ranging from less than $6.0 billion to greater than $10.0 billion plus the Net Asset Fee Adjustment, as defined in the amended and restated advisory agreement, as amended, subject to certain minimums. For Braemar, prior to January 15, 2019, the base fee was paid monthly and was fixed at 0.70% of Braemar’s total market capitalization plus the Key Money Asset Management Fee, as defined in the advisory agreement, subject to certain minimums. Upon effectiveness of the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement on January 15, 2019, the base fee is paid monthly and is fixed at 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in the advisory agreement, as amended, subject to certain minimums. Reimbursements for overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are recognized when services have been rendered. We record advisory revenue for equity grants of Ashford Trust and 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.”

Incentive advisory fees are measured annually in each year that Ashford Trust’s and/or Braemar’s annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the Fixed Charge Coverage Ratio Condition (the “FCCR Condition”), as defined in the respective advisory agreements. Incentive advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition, which relates to the ratio of adjusted EBITDA to fixed charges for Ashford Trust or Braemar, as applicable. Incentive advisory fees are a form of variable consideration and therefore must be (i) deferred until such fees are probable of not being subject to significant reversal, and (ii) tied to a performance obligation in the contract with the customer so that revenue recognition depicts the transfer of the related advisory services to the customer. Accordingly, the Company does not record incentive advisory fee revenue in interim periods prior to the fourth quarter

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of the year in which the incentive fee is measured. The first year installment of incentive advisory fees will generally be recognized only upon measurement in the fourth quarter of the first year of the three year period. The second and third year installments of incentive advisory fees are recognized as revenue on a pro-rata basis each quarter as such amounts are not subject to significant reversal.

Audio Visual Revenue

Audio visual revenue primarily consists of revenue generated within our JSAV segment by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers. Revenue is recognized in the period in which services are provided pursuant to the terms of the contractual arrangements with our customers. We also evaluate whether it is appropriate to present (i) the gross amount that our customers pay for our services as revenue, and the related commissions paid to the venue as cost of revenue, or (ii) the net amount (gross revenue less the related commissions paid to the venue) as revenue. We are responsible for the delivery of the services, including providing the necessary labor and equipment to perform the services. We are generally subject to inventory risk, have latitude in establishing prices and selecting suppliers and, while in many cases the venue bills the end customer on our behalf, we bear the risk of collection from the customer. The venues’ commissions are not dependent on collections. As a result, our revenue is primarily reported on a gross basis. Cost of revenues for audio visual principally includes commissions paid to venues, direct labor costs, the cost of equipment sub-rentals, depreciation of equipment, amortization of signing bonuses, as well as other costs such as supplies, freight, travel and other overhead from our venue and customer facing operations and any losses on equipment disposal.

Project Management Revenue

Project management revenue primarily consists of revenue generated within our Premier segment by providing development and construction, capital improvements, refurbishment, project management, and other services such as purchasing, interior design, architectural services, freight management, and construction management services at properties. Premier receives fees for these services and recognizes revenue over time as services are provided to the customer. Project management revenue also includes revenue from reimbursable costs for accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners.

Other Revenue

Other revenue includes revenues provided by certain of our hospitality products and service businesses, including RED. RED’s revenue is primarily generated through provision of ferry services. The revenue is recognized as services are provided based on contractual customer rates. Debt placement fees include revenues earned from providing debt placement services by Lismore Capital (“Lismore”), our wholly-owned subsidiary. These fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan has closed. In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and Braemar, we lease FF&E to Ashford Trust and 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.

Certain of our consolidated entities enter into contracts with customers that contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our consolidated entities’ overall pricing objectives taking into consideration market conditions and other factors, including the customer and the nature and value of the performance obligations within the applicable contracts.

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Deferred Revenue and Contract Balances

Deferred revenue primarily consists of customer billings in advance of revenues being recognized from our advisory agreements and other hospitality products and services contracts. Generally, deferred revenue that could result in a cash payment within the next twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. The increase in the deferred revenue balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenues recognized that were included in the deferred revenue balance at the beginning of the period. The following tables summarize our consolidated deferred revenue activity (in thousands):



	Deferred Revenue
	2019			2018
Balance as of March 31	$	13,171		$	13,194
Increases to deferred revenue	703			1,553
Recognition of revenue ⁽¹⁾	(2,648		)	(1,636		)
Balance as of June 30	$	11,226		$	13,111

________

⁽¹⁾

Deferred revenue recognized in the three months ended June 30, 2019, includes (a) $656,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.4 million of audio visual revenue and (c) $592,000 of “other services” revenue earned by our hospitality products and services companies. Deferred revenue recognized in the three months ended June 30, 2018, includes (a) $542,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $833,000 of audio visual revenue and (c) $261,000 of “other services” revenue earned by our hospitality products and services companies.



	Deferred Revenue
	2019			2018
Balance as of January 1	$	13,544		$	13,899
Increases to deferred revenue	2,749			3,588
Recognition of revenue ⁽¹⁾	(5,067		)	(4,376		)
Balance as of June 30	$	11,226		$	13,111

________

⁽¹⁾

Deferred revenue recognized in the six months ended June 30, 2019, includes (a) $1.4 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.4 million of audio visual revenue and (c) $1.2 million of “other services” revenue earned by our hospitality products and services companies. Deferred revenue recognized in the six months ended June 30, 2018, includes (a) $890,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.7 million of audio visual revenue and (c) $772,000 of “other services” revenue earned by our hospitality products and services companies.

We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was primarily related to (i) reimbursed software costs that will be recognized evenly over the period the software is used to provide advisory services to Ashford Trust and Braemar, and (ii) a $5.0 million cash payment received in June 2017 from Braemar in connection with our Fourth Amended and Restated Braemar Advisory Agreement, which is recognized evenly over the 10-year initial contract period that we are providing Braemar advisory services. Incentive advisory fees that are contingent upon future market performance are excluded as the fees are considered variable and not included in the transaction price at June 30, 2019.

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The timing of revenue recognition may differ from the timing of payment by customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of $9.2 million and $4.9 million included in “accounts receivable, net” primarily related to our hospitality products and services segment, $4.9 million and $5.3 million in “due from Ashford Trust OP”, and $1.8 million and $2.0 million included in “due from Braemar OP” related to REIT advisory services at June 30, 2019 and December 31, 2018, respectively. We had no significant impairments related to these receivables during the three and six months ended June 30, 2019 and 2018.

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Disaggregated Revenue

Our revenues were comprised of the following for the three and six months ended June 30, 2019 and 2018 (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Advisory services revenue:
Base advisory fee	$	11,190	$	11,174	$	21,812	$	21,885
Incentive advisory fee	169		452		339		904
Reimbursable expenses	3,220		2,496		5,729		4,445
Equity-based compensation	6,511		10,318		12,269		19,610
Other advisory revenue	130		130		258		258
Total advisory services revenue ⁽²⁾	21,220		24,570		40,407		47,102

Audio visual revenue	30,127		23,376		61,102		46,686

Project management revenue	7,700		—		15,490		—

Other revenue:
Investment management reimbursements ⁽²⁾	337		329		695		511
Debt placement fees ⁽³⁾	79		4,959		1,433		5,591
Claims management services ⁽²⁾	55		50		96		105
Lease revenue ⁽²⁾	1,029		251		2,059		503
Other services ⁽⁴⁾	2,919		1,276		5,504		2,481
Total other revenue	4,419		6,865		9,787		9,191

Total revenue	$	63,466	$	54,811	$	126,786	$	102,979

REVENUE BY SEGMENT ⁽¹⁾
REIT advisory	$	22,641	$	25,198	$	43,257	$	48,219
Premier	7,700		—		15,490		—
JSAV	30,127		23,376		61,102		46,686
OpenKey	194		153		451		472
Corporate and other	2,804		6,084		6,486		7,602
Total revenue	$	63,466	$	54,811	$	126,786	$	102,979

________


⁽¹⁾	We have four reportable segments: REIT Advisory, Premier, JSAV and OpenKey. We combine the operating results of RED, Pure Wellness and Lismore into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting.


⁽²⁾	Indicates REIT advisory revenue.


⁽³⁾	Debt placement fees are earned by Lismore for providing debt placement services to Ashford Trust and Braemar.


⁽⁴⁾	Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and third parties.

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Geographic Information

Our REIT Advisory, Premier, OpenKey, and Corporate and Other reporting segments conduct their business within the United States. Our JSAV reporting segment conducts business in the United States, Mexico, and the Dominican Republic. The following table presents revenue from our JSAV reporting segment geographically for the three and six months ended June 30, 2019 and 2018, respectively (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
United States	$	24,548	$	16,210	$	47,690	$	32,162
Mexico	3,757		5,257		9,485		10,717
Dominican Republic	1,822		1,909		3,927		3,807
	$	30,127	$	23,376	$	61,102	$	46,686

4. Acquisitions

BAV

The purchase price consisted of: (i) $5.0 million in cash (excluding working capital adjustments) funded by an existing JSAV term loan; (ii) $4.0 million in the form of Ashford Inc. common stock consisting of (a) 61,387 shares issued on March 1, 2019, which was determined based on an agreed upon value of $3.5 million using a thirty-day volume weighted average price per share (“30-Day VWAP”) of $57.01 and had an estimated fair value of approximately $3.8 million as of the acquisition date and (b) $500,000 of stock to be issued 18 months after the acquisition date, subject to certain conditions; and (iii) contingent consideration related to the achievement of certain performance targets with an estimated fair value of approximately $1.4 million, payable, if earned, 12 to 18 months after the acquisition date. Additionally, the transaction includes a stock consideration collar. In the event that the price of the Company’s common stock on the six month anniversary of the closing date of the acquisition is less than 90% of the price of the Company’s common stock at the acquisition date, the Company will pay to the sellers a cash payment, if greater than zero, equal to the amount by which the value of the Company’s common stock is less than $3.2 million. In the event that the price of the Company’s common stock on the six month anniversary of the closing date of the acquisition is greater than 110% of the price of the Company’s common stock on the acquisition date, the sellers will transfer back to the Company the number of shares equal to the amount by which the value of the Company’s common stock is greater than $3.9 million. The price of the Company’s common stock on the six month anniversary shall be determined using the 30-Day VWAP as of the date which is six months after the closing date of the acquisition. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved, with changes in fair value recognized in earnings within “other” operating expenses in the condensed consolidated statements of operations. See note 8 for further discussion of the Company’s liabilities related to acquisition-related contingent consideration.

The acquisition of BAV was recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation is based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections of BAV and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill.

We have allocated the purchase price to the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. We are in the process of evaluating the values assigned to furniture, fixtures and equipment, and intangible assets. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation.

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The fair value of the purchase price and preliminary allocation of the purchase price is as follows (in thousands):



Term loan	$	5,000
Less working capital adjustments	(733		)
Fair value of Ashford Inc. common stock issued	3,748
Stock consideration payable	500
Fair value of contingent consideration	1,384
Purchase price consideration	$	9,899



	Fair Value		Estimated Useful Life
Current assets	$	754
Furniture, fixtures and equipment	2,055		5 years
Goodwill	5,357
Trademarks	350
Customer relationships	2,200		15 years
Total assets acquired	10,716
Current liabilities	567
Noncurrent liabilities	250
Total assumed liabilities	817
Net assets acquired	$	9,899

We expect approximately $5.4 million of the goodwill balance to be deductible for tax purposes. The qualitative factors that make up the recorded goodwill include value associated with an assembled workforce and value attributable to expanding BAV’s operations through our relationship with JSAV.

Results of BAV

The results of operations of BAV have been included in our results of operations since the acquisition date. Our condensed consolidated statements of operations for the three and six months ended June 30, 2019, include total revenues from BAV of $3.9 million and $5.7 million, respectively. In addition, our condensed consolidated statements of operations for the three and six months ended June 30, 2019, include net income from BAV of $619,000 and $947,000, respectively. The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2018, are included below under “Pro Forma Financial Results.”

Premier

On August 8, 2018, we completed the acquisition of Premier for a total transaction value of $203.0 million. Premier provides construction management, interior design, architectural oversight, and the purchasing, expediting, warehousing coordination, freight management, and supervision of installation of FF&E, and related services. The purchase price was paid by issuing 8,120,000 shares of the newly created Series B Convertible Preferred Stock to the sellers. See note 12 for further discussion of the Series B Convertible Preferred Stock. The results of operations of Premier are included in our condensed consolidated financial statements from the date of acquisition.

The acquisition of Premier has been recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations. The holding company reorganization that we effected in connection with the Premier acquisition was accounted for as a common control transaction. The purchase price allocation for the acquisition of Premier is based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. We have completed our preliminary valuation to determine the fair value of the identifiable assets acquired and liabilities assumed. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections of Premier and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill.

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(unaudited)

We have allocated the purchase price to the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. We are in the process of evaluating the values assigned to intangible assets. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation.

The fair value of the purchase price and the preliminary allocation of the purchase price is as follows (in thousands):



Series B convertible preferred stock	$	203,000
Preferred stock discount	(2,883		)
Total fair value of purchase price	$	200,117



	Fair Value		Estimated Useful Life
Current assets including cash	$	3,878
Furniture, fixtures and equipment	47
Goodwill	53,517
Management contracts	188,800		30 years
Total assets acquired	246,242
Current liabilities	2,378
Deferred tax liability	43,747
Total assumed liabilities	46,125
Net assets acquired	$	200,117

We do not expect any of the goodwill balance to be deductible for tax purposes.

Results of Premier

The results of operations of Premier have been included in our results of operations since the acquisition date. Our condensed consolidated statement of operations for the three and six months ended June 30, 2019, include total revenue of $7.7 million and $15.5 million, respectively. In addition, our condensed consolidated statements of operations for the three and six months ended June 30, 2019, include net income of $302,000 and $878,000, respectively, from Premier. The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2018, are included below under “Pro Forma Financial Results.”

Pro Forma Financial Results

The following table reflects the unaudited pro forma results of operations as if the Premier and BAV acquisitions had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2018, and the removal of $6,000 and $376,000 of transaction costs directly attributable to the acquisitions for the three and six months ended June 30, 2019 (in thousands):



	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019		2018
Total revenue	$	63,466		$	65,117	$	128,705	$	124,386
Net income (loss)	(335		)	11,518		596		8,251
Net income (loss) attributable to the Company	106			11,559		1,122		8,391

The acquisition of certain assets related to RED on January 16, 2018, was treated as an acquisition of property and equipment so the pro forma results of operations of RED are not included above.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

5. Goodwill and Intangible Assets, net

The changes in the carrying amount of goodwill for the six months ended June 30, 2019, are as follows (in thousands):



	Premier		JSAV		Corporate and Other		Consolidated
Balance at December 31, 2018	$	53,517	$	5,384	$	782	$	59,683
Changes in goodwill:
Additions ⁽¹⁾	—		5,357		—		5,357
Adjustments	—		—		—		—
Balance at June 30, 2019	$	53,517	$	10,741	$	782	$	65,040

________

⁽¹⁾The addition of approximately $5.4 million relates to the preliminary valuation of assets and liabilities related to JSAV’s acquisition of BAV.

Intangible assets, net as of June 30, 2019 and December 31, 2018, are as follows (in thousands):



	June 30, 2019							December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Definite-lived intangible assets:
Pure Wellness customer relationships	$	175	$	(79	)	$	96	$	175	$	(61	)	$	114
JSAV customer relationships	8,719		(1,601		)	7,118		6,519		(1,087		)	5,432
Premier management contracts	188,800		(9,823		)	178,977		188,800		(4,353		)	184,447
	$	197,694	$	(11,503	)	$	186,191	$	195,494	$	(5,501	)	$	189,993

Indefinite-lived intangible assets:
JSAV trademarks	$	3,551						$	3,201
	$	3,551						$	3,201

Amortization expense for definite-lived intangible assets was $3.0 million and $6.0 million for the three and six months ended June 30, 2019, respectively. Amortization expense for definite-lived intangible assets was $243,000 and $485,000 for the three and six months ended June 30, 2018, respectively. Customer relationships and management contracts for Pure Wellness and Premier were assigned a useful life of 5 years and 30 years, respectively. Customer relationships for JSAV, which includes those related to BAV, were assigned useful lives between 7 and 15 years.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

6. Notes Payable, net

Notes payable—Notes payable, net consisted of the following (in thousands):



Indebtedness	Borrower	Maturity	Interest Rate	June 30, 2019			December 31, 2018
Senior revolving credit facility⁽⁷⁾	Ashford Inc.	March 1, 2021	Base Rate ⁽¹⁾ + 2.00% to 2.50% or LIBOR ⁽²⁾ + 3.00% to 3.50%	$	—		$	—
Term loan ^{(5) (8)}	JSAV	November 1, 2022	One-Month LIBOR ⁽³⁾ + 3.25%	13,325			8,917
Revolving credit facility^{(5) (8)}	JSAV	November 1, 2022	One-Month LIBOR ⁽³⁾ + 3.25%	2,899			1,733
Capital lease obligations ⁽⁵⁾	JSAV	Various	Various - fixed	467			661
Equipment note ^{(5) (9)}	JSAV	November 1, 2022	One-Month LIBOR ⁽³⁾ + 3.25%	3,261			2,087
Draw term loan ^{(5) (9)}	JSAV	November 1, 2022	One-Month LIBOR ⁽³⁾ + 3.25%	1,850			1,950
Revolving credit facility ^{(5) (10)}	OpenKey	April 30, 2020	Prime Rate ⁽⁴⁾+ 2.75%	—			—
Revolving credit facility ^{(5) (11)}	Pure Wellness	On demand	Prime Rate ⁽⁴⁾ + 1.00%	—			60
Term loan^{(6) (12)}	RED	April 5, 2025	Prime Rate ⁽⁴⁾ + 1.75%	651			695
Revolving credit facility^{(6) (13)}	RED	February 5, 2020	Prime Rate ⁽⁴⁾ + 1.75%	—			118
Draw term loan ^{(6) (14)}	RED	December 5, 2026	Prime Rate ⁽⁴⁾ + 1.75%	923			—
Term loan ^{(6) (15)}	RED	February 1, 2029	Prime Rate ⁽⁴⁾ + 2.00%	1,726			1,785
Notes payable				25,102			18,006
Less deferred loan costs, net				(244		)	(234		)
Notes payable less net deferred loan costs				24,858			17,772
Less current portion				(2,933		)	(2,595		)
Notes payable, net - non-current				$	21,925		$	15,177

__________________


⁽¹⁾	Base Rate, as defined in the senior revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%.


⁽²⁾	Ashford Inc. may elect a 1, 2, 3 or 6 month LIBOR period for each borrowing.


⁽³⁾	The one-month LIBOR rate was 2.40% and 2.50% at June 30, 2019 and December 31, 2018, respectively.


⁽⁴⁾	Prime Rate was 5.50% and 5.50% at June 30, 2019 and December 31, 2018, respectively.


⁽⁵⁾	Creditors do not have recourse to Ashford Inc.


⁽⁶⁾	Creditors have recourse to Ashford Inc.


⁽⁷⁾	The Company has a $35.0 million senior revolving credit facility with Bank of America, N.A. There is a one-year extension option subject to the satisfaction of certain conditions. The credit facility includes the opportunity to expand the borrowing capacity by up to $40.0 million to an aggregate amount of $75.0 million, subject to certain conditions.

⁽⁸⁾

On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing term loan and borrowed an additional $5.0 million. The revolving credit facility was also amended to increase the borrowing capacity from $3.0 million to $3.5 million. In connection with the term loan, JSAV entered into an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair value of the interest rate cap at June 30, 2019 and December 31, 2018, was not material. As of June 30, 2019, $601,000 of credit was available under the revolving credit facility.


⁽⁹⁾	On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing equipment note and draw term note to increase the borrowing capacity to $8.0 million and $2.4 million, respectively. All the loans are partially secured by a security interest on all of the assets and equity interests of JSAV.


⁽¹⁰⁾	On November 8, 2018, OpenKey renewed the Loan and Security Agreement that expired in October 2018 for a revolving credit facility in the amount of $1.5 million. The credit facility is secured by all of OpenKey's assets. As of June 30, 2019, OpenKey had no borrowings outstanding and the $1.5 million revolving credit facility funds were no longer available.


⁽¹¹⁾	On April 6, 2017, Pure Wellness entered into a $100,000 line of credit. In February 2019, the remaining $60,000 balance on the line of credit was paid off.


⁽¹²⁾	On March 23, 2018, RED entered into a term loan of $750,000.


⁽¹³⁾	On February 28, 2019, RED renewed its $250,000 revolving credit facility. The revolving credit facility provides RED with available borrowings up to a total of $250,000. As of June 30, 2019, $250,000 was available under the revolving credit facility.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


⁽¹⁴⁾	On February 27, 2019, RED entered into a draw term loan in the amount of $1.4 million. As of June 30, 2019, $477,000 was available under the draw term loan.


⁽¹⁵⁾	On August 31, 2018, RED entered into a term loan of $1.8 million.

7. Leases

We lease certain office space, warehouse facilities, vehicles and equipment. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years. The exercise of lease renewal options is at our sole discretion. Operating lease obligations expire at various dates with the latest maturity in 2028. Certain of our lease agreements include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. For the three and six months ended June 30, 2018, we recorded rental expense of $348,000 and $690,000, respectively.

We lease certain equipment under finance leases. The net book value of these assets was approximately $775,000 and $807,000 as of June 30, 2019 and December 31, 2018, respectively. The net book value of these assets is included in “furniture, fixtures and equipment, net” in our condensed consolidated balance sheets. Amortization of assets under finance leases is included in “depreciation and amortization” expense in our condensed consolidated statement of operations.

During the second quarter of 2019, we exercised our option to modify our corporate office lease agreement for the remainder of the lease term to reduce the amount of office space and the annual lease payment. This modification resulted in a reduction of the operating lease right-of-use asset and operating lease liability by approximately $4.1 million.

As of June 30, 2019, our leased assets and liabilities consisted of the following (in thousands):



Leases	Classification	June 30, 2019
Assets
Operating lease assets	Operating lease right-of-use assets	$	21,597
Finance lease assets	Furniture, fixtures and equipment, net	775
Total leased assets		$	22,372

Liabilities
Current
Operating	Operating lease liabilities	$	2,066
Finance	Notes payable, net	318
Noncurrent
Operating	Operating lease liabilities	19,546
Finance	Notes payable, net	149
Total leased liabilities		$	22,079

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We incurred the following lease costs related to our operating and finance leases (in thousands):



Lease Cost	Classification	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease cost ⁽¹⁾
Rent expense	General and administrative	$	747	$	1,536
Rent expense	Cost of revenues for project management	35		73
Finance lease cost
Amortization of leased assets	Depreciation and amortization	58		126
Interest on lease liabilities	Interest expense	8		15
Total lease cost		$	848	$	1,750

__________________


⁽¹⁾	Includes short-term and variable lease expense which were immaterial for the three and six months ended June 30, 2019.

For the six months ended June 30, 2019, cash paid amounts included in the measurement of lease liabilities included (in thousands):



Lease Payments	Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,609
Financing cash flows from finance leases	323

As of June 30, 2019, future minimum lease payments on operating and financing leases were as follows (in thousands):



	Operating Leases			Financing Leases
2019	$	1,609		$	248
2020	3,144			132
2021	2,963			60
2022	2,756			42
2023	2,574			10
Thereafter	17,501			—
Total minimum lease payments	$	30,547		$	492
Imputed interest	(8,935		)	(25		)
Present value of minimum lease payments	$	21,612		$	467

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

As of December 31, 2018, future minimum lease payments on operating and capital leases under ASC 840 were as follows (in thousands):



	Operating Leases		Capital Leases
2019	$	3,529	$	541
2020	3,532		105
2021	3,329		33
2022	3,172		7
2023	3,059		—
Thereafter	13,999		—
Total minimum lease payments	$	30,620	$	686
Imputed interest	—		(25		)
Present value of minimum lease payments	$	30,620	$	661

Our weighted-average remaining lease terms (in years) and discount rates consisted of the following:



	June 30, 2019
Lease term and discount rate
Weighted-average remaining lease term
Operating leases ⁽¹⁾	12.6
Finance leases	1.6
Weighted-average discount rate
Operating leases	5.6	%
Finance leases	5.5	%

__________________


⁽¹⁾	The weighted-average remaining lease term for our operating leases includes two optional 10 year extension periods for our JSAV headquarters in Irving, Texas, as failure to renew the lease would result in JSAV incurring significant relocation costs.

8. Fair Value Measurements

Fair Value Hierarchy—Our financial instruments measured at fair value, either on a recurring or a non-recurring basis, are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below:

•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.

•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):



	Quoted Market Prices (Level 1)				Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)				Total
June 30, 2019
Liabilities
Contingent consideration	$	(853	)	⁽¹⁾	$	—	$	(2,170	)	⁽²⁾	$	(3,023	)
Deferred compensation plan	(6,424		)		—		—				(6,424		)
Total	$	(7,277	)		$	—	$	(2,170	)		$	(9,447	)

__________________

⁽¹⁾Represents the fair value of the contingent consideration liability related to the stock consideration collar associated with the acquisition of BAV. Reported as other current liabilities in the condensed consolidated balance sheets. See note 4.

⁽²⁾Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of BAV. Reported as other noncurrent liabilities in the condensed consolidated balance sheets. See note 4.



	Quoted Market Prices (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
December 31, 2018
Liabilities
Deferred compensation plan	(10,574		)	—		—		(10,574		)
Total	$	(10,574	)	$	—	$	—	$	(10,574	)

The following tables presents the rollforward of our Level 3 contingent consideration liability (in thousands):



	Contingent Consideration Liability ⁽¹⁾
Balance at December 31, 2018	$	—
Acquisitions	(1,384		)
Gains (losses) included in earnings ⁽²⁾	(786		)
Dispositions and settlements	—
Transfers into/out of Level 3	—
Balance at June 30, 2019	$	(2,170	)

__________________

⁽¹⁾

Includes JSAV’s contingent consideration associated with the acquisition of BAV in March of 2019, which is carried at fair value in the condensed consolidated balance sheets within “other liabilities, noncurrent.” The fair value was estimated using significant inputs that are not observable in the market and thus represent Level 3 fair value measurements. The significant inputs in the Level 3 measurement of the contingent consideration include the timing and amount of the ultimate payout based on our estimate of BAV operating performance during the earn-out period, calculated in accordance with the applicable agreement, and the risk adjusted discount rate used to discount the future payment.


⁽²⁾	Reported as “other” operating expense in the condensed consolidated statements of operations.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on the condensed consolidated statements of operations (in thousands):



	Three Months Ended June 30,								Six Months Ended June 30,
	2019				2018				2019				2018
Liabilities
Contingent consideration	(1,621		)	⁽¹⁾	(346		)	⁽²⁾	(1,639		)	⁽¹⁾	(559		)	⁽²⁾
Deferred compensation plan ⁽³⁾	4,817				6,375				4,077				5,814
Total	$	3,196			$	6,029			$	2,438			$	5,255

__________________


⁽¹⁾	Represents the changes in fair value of the contingent consideration liabilities related to the achievement of certain performance targets and stock consideration collar associated with the acquisition of BAV reported as a component of “other operating expense” in the condensed consolidated statements of operations. See note 4.


⁽²⁾	Represents the accretion of contingent consideration associated with the acquisition JSAV in November of 2017, which was settled in the third quarter of 2018. Reported as “other operating expense” in the condensed consolidated statements of operations.


⁽³⁾	Reported as a component of “salaries and benefits” in the condensed consolidated statements of operations.

9. Summary of Fair Value of Financial Instruments

Certain of our financial instruments are not measured at fair value on a recurring basis. The estimates presented are not necessarily indicative of the amounts at which these instruments could be purchased, sold or settled. The carrying amounts and estimated fair values of financial instruments were as follows (in thousands):



	June 30, 2019				December 31, 2018
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial liabilities measured at fair value:
Deferred compensation plan	$	6,424	$	6,424	$	10,574	$	10,574
Contingent consideration	3,023		3,023		—		—
Financial assets not measured at fair value:
Cash and cash equivalents	$	40,039	$	40,039	$	51,529	$	51,529
Restricted cash	13,276		13,276		7,914		7,914
Accounts receivable, net	9,232		9,232		4,928		4,928
Due from affiliates	93		93		45		45
Due from Ashford Trust OP	4,872		4,872		5,293		5,293
Due from Braemar OP	1,830		1,830		1,996		1,996
Investments in unconsolidated entities	2,990		2,990		500		500
Financial liabilities not measured at fair value:
Accounts payable and accrued expenses	$	26,154	$	26,154	$	24,880	$	24,880
Dividends payable	2,791		2,791		—		—
Due to affiliates	726		726		2,032		2,032
Other liabilities	14,179		14,179		8,418		8,418
Notes payable	25,102		23,591 to 26,075		18,006		16,681 to 18,437

Deferred compensation plan. The liability resulting from the deferred compensation plan is carried at fair value based on the closing prices of the underlying investments. This is considered a Level 1 valuation technique.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Contingent consideration. The liability associated with JSAV’s acquisition of BAV is carried at fair value based on the terms of the acquisition agreement and any changes to fair value are recorded in “other” operating expenses in the condensed consolidated statements of operations. See note 8.

Cash, cash equivalents and restricted cash. These financial assets bear interest at market rates and have maturities of less than 90 days. The carrying values approximate fair value due to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique.

Accounts receivable, net, due from affiliates, due from Ashford Trust OP, due from Braemar OP, accounts payable and accrued expenses, dividends payable, due to affiliates and other liabilities. The carrying values of these financial instruments approximate their fair values due primarily to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique.

Investments in unconsolidated entities. The carrying value of the asset resulting from investment in unconsolidated entities approximates fair value based on recent observable transactions. This is considered a level 2 valuation technique.

Notes payable. The fair value of notes payable is based on credit spreads on observable transactions of a similar nature and is considered a Level 2 valuation technique.

10. Commitments and Contingencies

Purchase Commitment—As of June 30, 2019, we had approximately $20.8 million of remaining purchase commitments related to our Ashford Trust ERFP Agreement and $48.6 million of remaining purchase commitments related to our Braemar ERFP Agreement. See “ERFP Commitments” within note 15.

Contingent Consideration—We had total acquisition-related contingent consideration liabilities outstanding of approximately $3.0 million and $0 primarily related to achievement of certain performance targets and stock consideration collars, as of June 30, 2019 and December 31, 2018, respectively. See note 4.

Litigation—The Company is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the financial position or results of operations of the Company. However, the adjudication of legal proceedings is difficult to predict, and if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s financial position or results of operations could be materially adversely affected in future periods.

11. Equity

Noncontrolling Interests in Consolidated Entities—See note 2 for details regarding ownership interests, carrying values and allocations related to noncontrolling interests in our consolidated subsidiaries.

The following table summarizes the (income) loss allocated to noncontrolling interests for each of our consolidated entities (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
(Income) loss allocated to noncontrolling interests:
JSAV	$	—		$	(82	)	$	—		$	(93	)
OpenKey	152			187			329			343
RED	(26		)	5			(60		)	(2		)
Pure Wellness	5			8			25			43
Total net (income) loss allocated to noncontrolling interests	$	131		$	118		$	294		$	291

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

12. Mezzanine Equity

Redeemable Noncontrolling Interests—Redeemable noncontrolling interests are included in the mezzanine section of our condensed consolidated balance sheets as the ownership interests are redeemable for cash or registered shares outside of the Company’s control. See note 2 for tables summarizing the redeemable noncontrolling ownership interests and carrying values.

The following table summarizes the net (income) loss allocated to our redeemable noncontrolling interests (in thousands):



	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019			2018
Net (income) loss allocated to redeemable noncontrolling interests:
Ashford Holdings	$	6	$	(18	)	$	10		$	(6	)
JSAV	133		(295		)	(94		)	(650		)
OpenKey	171		223			373			505
Total net (income) loss allocated to redeemable noncontrolling interests	$	310	$	(90	)	$	289		$	(151	)

Preferred Stock—On August 8, 2018, we completed the acquisition of Premier for a total transaction value of $203 million. The purchase price was paid by issuing 8,120,000 shares of Series B Convertible Preferred Stock to the Remington Sellers. The Series B Convertible Preferred Stock has a conversion price of $140 per share and, if converted, would convert into 1,450,000 shares of our common stock. Cumulative dividends on the Series B Convertible Preferred Stock are payable at an annual rate of 5.5% in the first year, 6.0% in the second year, and 6.5% in the third year and each year thereafter. Under the applicable authoritative accounting guidance, this increasing dividend rate feature results in a discount that must be reflected in the fair value of the preferred stock, which is reflected in “Series B convertible preferred stock, net of discount” on our condensed consolidated balance sheets. For the three and six months ended June 30, 2019, we recorded $484,000 and $975,000, respectively, of amortization related to the preferred stock discount.

The Series B Convertible Preferred Stock is included in the mezzanine section of our condensed consolidated balance sheets as the ownership interests are redeemable outside of the Company’s control. The Series B Convertible Preferred Stock is redeemable at the option of the holder for cash in the event of a change of control. Each share of our Series B Convertible Preferred Stock is convertible at any time, at the option of the holder, into a number of whole or partial shares of common stock, pursuant to the agreements. The Series B Convertible Preferred Stock is also subject to conversion upon certain events constituting a change of control.

In addition to certain separate class voting rights, the holders of the Series B Convertible Preferred Stock vote on an as-converted basis with the holders of the common stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the selling stockholders and their transferees will generally be subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of our outstanding capital stock.

The holder of the Series B Convertible Preferred Stock also participate in any dividend or distribution paid on the Company’s common stock. If the Company declares or pays a dividend or distribution to the common stockholders, the Company will simultaneously declare and pay a dividend on the Series B Convertible Preferred Stock on a pro rata basis with the common stock as determined on an as-converted basis assuming all shares have been converted immediately prior to the date of record.

After the seventh anniversary of the closing of the acquisition of Premier, we have the option to redeem all or any portion of the Series B Convertible Preferred Stock in a minimum amount of $25.0 million on a pro rata basis among all covered investors unless, no less than 15 days before the closing of the purchase transaction, the participating covered investors specify an alternative allocation of the Series B Convertible Preferred Stock subject to the redemption (the “Call Option”), at a price per share equal to the sum of (i) $25.125 (as adjusted for any applicable stock splits or similar transactions) plus (ii) all accrued but unpaid dividends. The purchase price is payable only in cash. The notice of exercise of the Call Option does not limit or restrict any covered investor’s right to convert the Series B Convertible Preferred Stock into shares of our common stock prior to the closing of the Call Option.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Declared Series B Convertible Preferred Stock cumulative dividends for all issued and outstanding shares were as follows:



	Three Months Ended June 30,			Six Months Ended June 30,
	2019		2018	2019		2018
Preferred dividends	$	2,791	—	$	5,583	$	—
Preferred dividends per share	$	0.3438	—	$	0.6875	$	—

13. Equity-Based Compensation

Equity-based compensation expense is primarily recorded in “salaries and benefits expense” in our condensed consolidated statements of operations and comprehensive income (loss). The components of equity-based compensation expense for the three and six months ended June 30, 2019 and 2018 are presented below by award type (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Equity-based compensation
Stock option amortization ⁽¹⁾	$	2,043	$	1,917	$	4,194	$	5,674
Employee equity grant expense ⁽²⁾	57		—		57		—
Director and other non-employee equity grants expense ⁽³⁾	604		355		611		395
Total equity-based compensation	$	2,704	$	2,272	$	4,862	$	6,069

Other equity-based compensation
REIT equity-based compensation ⁽⁴⁾	$	6,615	$	10,318	$	12,483	$	19,610
	$	9,319	$	12,590	$	17,345	$	25,679

________

⁽¹⁾

As of June 30, 2019, the Company had approximately $14.8 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.8 years. During the six months ended June 30, 2018, we recorded approximately $2.5 million of equity-based compensation expense related to accelerated vesting of stock options, in accordance with the terms of the awards, as a result of the death of an executive in March 2018.


⁽²⁾	As of June 30, 2019, the Company had approximately $141,000 of total unrecognized compensation expense related to restricted shares that will be recognized over a weighted average period of 2.75 years.


⁽³⁾	Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. See “Equity-based Compensation” in note 2.

⁽⁴⁾

REIT equity-based compensation expense is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. and Premier. During the three months ended June 30, 2019, $16,000 and $89,000 of equity based compensation expense related to REIT awards to the employees of Premier was included in “salaries and benefits” and “cost of revenues for project management”, respectively, on our condensed consolidated statements of operations. During the six months ended June 30, 2019, $46,000 and $168,000 of equity based compensation expense related to REIT awards to the employees of Premier was included in “salaries and benefits” and “cost of revenues for project management”, respectively, on our condensed consolidated statements of operations. During the six months ended June 30, 2018, REIT equity-based compensation included $6.7 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. See notes 2 and 15.

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(unaudited)

14. Deferred Compensation Plan

We administer a non-qualified deferred compensation plan (“DCP”) for certain executive officers. The plan allowed participants to defer up to 100% of their base salary and bonus and select an investment fund for measurement of the deferred compensation obligation. For the periods the DCP was administered by Ashford Trust, the participants elected Ashford Trust common stock as their investment option. In accordance with the applicable authoritative accounting guidance, the deferred amounts and any dividends earned received equity treatment and were included in additional paid-in capital. In connection with our spin-off and the assumption of the DCP obligation by the Company, the DCP was modified to give the participants various investment options, including Ashford Inc. common stock, for measurement that can be changed by the participant at any time. These modifications resulted in the DCP obligation being recorded as a liability in accordance with the applicable authoritative accounting guidance. Distributions under the DCP are made in cash, unless the participant has elected Ashford Inc. common stock as the investment option, in which case any such distributions would be made in Ashford Inc. common stock. Additionally, the DCP obligation is carried at fair value with changes in fair value reflected in “salaries and benefits” in our condensed consolidated statements of operations and comprehensive income (loss).

The following table summarizes the DCP activity (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Change in fair value
Unrealized gain (loss)	$	4,817	$	6,375	$	4,077	$	5,814

Distributions
Fair value ⁽¹⁾	$	27	$	54	$	73	$	134
Shares ⁽¹⁾	1		1		2		2

________


⁽¹⁾	Distributions made to one participant.

As of June 30, 2019 and December 31, 2018 the carrying value of the DCP liability was $6.4 million and $10.6 million, respectively.

15. 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 June 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

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(unaudited)

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 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 June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
REVENUE BY TYPE
Advisory services revenue
Base advisory fee	$	8,415	$	8,862	$	16,460	$	17,466
Reimbursable expenses ⁽¹⁾	2,658		1,997		4,698		3,526
Equity-based compensation ⁽²⁾	4,548		8,940		8,837		15,685
Incentive advisory fee ⁽³⁾	—		452		—		904
Total advisory services revenue	15,621		20,251		29,995		37,581

Audio visual revenue ⁽⁴⁾	—		88		—		88
Project management revenue ⁽⁵⁾	5,076		—		10,015		—

Other revenue
Investment management reimbursements ⁽⁶⁾	337		329		695		511
Debt placement fees ⁽⁷⁾	79		3,959		1,158		4,591
Claim management services ⁽⁸⁾	20		18		31		36
Lease revenue ⁽⁹⁾	945		167		1,891		335
Other services ⁽¹⁰⁾	409		387		876		687
Total other revenue	1,790		4,860		4,651		6,160

Total revenue	$	22,487	$	25,199	$	44,661	$	43,829

REVENUE BY SEGMENT ⁽¹¹⁾
REIT advisory	$	16,923	$	20,765	$	32,612	$	38,463
Premier	5,076		—		10,015		—
JSAV	—		88		—		88
OpenKey	27		23		55		47
Corporate and other	461		4,323		1,979		5,231
Total revenue	$	22,487	$	25,199	$	44,661	$	43,829

COST OF REVENUES
Cost of audio visual revenues⁽⁴⁾	$	1,862	$	836	$	3,546	$	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, 2019, we recognized $491,000 and $1.1 million, respectively, of deferred income from reimbursable expenses related to software implementation costs. 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.


⁽²⁾	Equity-based compensation revenue is associated with equity grants of Ashford Trust’s common stock and LTIP units awarded

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 death 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 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 and Braemar, we lease FF&E to Ashford Trust and 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 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.


⁽¹¹⁾	See note 17 for discussion of segment reporting.

The following table summarizes amounts due (to) from Ashford Trust OP, net at June 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):



	June 30, 2019		December 31, 2018
Ashford LLC	$	1,062	$	2,337
AIM	123		99
Premier	1,937		1,611
JSAV	1,407		826
OpenKey	5		2
Pure Wellness	338		418
Due from Ashford Trust OP	$	4,872	$	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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes the revenues related to Braemar OP (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
REVENUE BY TYPE
Advisory services revenue
Base advisory fee	$	2,775	$	2,312	$	5,352	$	4,419
Reimbursable expenses ⁽¹⁾	562		499		1,031		919
Equity-based compensation ⁽²⁾	1,963		1,378		3,432		3,925
Incentive advisory fee ⁽³⁾	169		—		339		—
Other advisory revenue ⁽⁴⁾	130		130		258		258
Total advisory services revenue	5,599		4,319		10,412		9,521

Audio visual revenue ⁽⁵⁾	—		—		—		—
Project management revenue⁽⁶⁾	2,493		—		5,240		—

Other revenue
Debt placement fees ⁽⁷⁾	—		1,000		275		1,000
Claims management services ⁽⁸⁾	35		32		65		69
Lease revenue ⁽⁹⁾	84		84		168		168
Other services ⁽¹⁰⁾	279		208		548		419
Total other revenue	398		1,324		1,056		1,656

Total revenue	$	8,490	$	5,643	$	16,708	$	11,177

REVENUE BY SEGMENT ⁽¹¹⁾
REIT advisory	$	5,718	$	4,435	$	10,645	$	9,758
Premier	2,493		—		5,240		—
JSAV ⁽¹¹⁾	—		—		—		—
OpenKey	13		11		33		16
Corporate and other	266		1,197		790		1,403
Total revenue	$	8,490	$	5,643	$	16,708	$	11,177

COST OF REVENUES
Cost of audio visual revenues ⁽⁵⁾	$	119	$	—	$	205	$	—

________

⁽¹⁾

Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and six months ended June 30, 2019, we recognized $36,000 and $80,000, respectively, of deferred income from reimbursable expenses related to software implementation costs. 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.

⁽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 death of an executive in March 2018.


⁽³⁾	Incentive advisory fee for the three and six months ended June 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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. For the three and six months ended June 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⁾


⁽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⁾


⁽¹⁰⁾	Other services revenue is 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.


⁽¹¹⁾	See note 17 for discussion of segment reporting.

The following table summarizes amounts due (to) from Braemar OP, net at June 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):



	June 30, 2019		December 31, 2018
Ashford LLC	$	750	$	941
Premier	805		949
JSAV	109		4
OpenKey	1		12
RED	129		60
Pure Wellness	36		30
Due from Braemar OP	$	1,830	$	1,996

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

ERFP Commitments—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 “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 Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement (the “Braemar ERFP Agreement” and 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 June 30, 2019, as well as the unfunded ERFP Commitments as of June 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	—			(1,420		)	(1,420		)
ERFP Commitments remaining at June 30, 2019 ⁽¹⁾	$	20,811		$	48,580		$	69,391



	Ashford Trust		Braemar		Total
Unfunded ERFP Commitments for hotels acquired by REITs:
Embassy Suites New York Manhattan Times Square	$	11,411	$	—	$	11,411
Ritz-Carlton, Lake Tahoe	—		8,880		8,880
Unfunded ERFP Commitments at June 30, 2019	$	11,411	$	8,880	$	20,291

________

⁽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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 $2.5 million and $4.3 million, for the three and six months ended June 30, 2019, respectively, and $1.3 million and $2.5 million for the three and six months ended June 30, 2018, respectively. The amounts due under these arrangements as of June 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.

Ashford Trust held a 16.64% and 16.30% noncontrolling interest in OpenKey, and Braemar held an 8.40% and 8.21% noncontrolling interest in OpenKey as of June 30, 2019 and December 31, 2018, respectively. During the three and six months ended June 30, 2019, Ashford Trust invested $299,000 and $299,000, respectively, and Braemar invested $156,000 and $156,000, respectively in OpenKey. 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. See also notes 1, 2, 11, and 12.

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 six months ended June 30, 2019, was $77,000, and $155,000, respectively. Rental expense for the three and six months ended June 30, 2018, was $84,000, and $168,000 respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

16. Income (Loss) Per Share

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net income (loss) attributable to common stockholders – basic and diluted:
Net income (loss) attributable to the Company	$	112		$	8,960		$	822		$	3,237
Less: Dividends on preferred stock and amortization	(3,275		)	—			(6,558		)	—
Less: Undistributed net (income) allocated to unvested shares	—			(38		)	—			(14		)
Undistributed net income (loss) allocated to common stockholders	(3,163		)	8,922			(5,736		)	3,223
Distributed and undistributed net income (loss) - basic	$	(3,163	)	$	8,922		$	(5,736	)	$	3,223
Effect of deferred compensation plan	(4,817		)	(6,375		)	(4,077		)	(5,814		)
Effect of incremental subsidiary shares	(171		)	(223		)	(373		)	(505		)
Distributed and undistributed net income (loss) - diluted	$	(8,151	)	$	2,324		$	(10,186	)	$	(3,096	)

Weighted average common shares outstanding:
Weighted average common shares outstanding – basic	2,462			2,095			2,441			2,094
Effect of deferred compensation plan shares	203			206			101			103
Effect of incremental subsidiary shares	52			26			41			22
Effect of assumed exercise of stock options	—			160			—			—
Weighted average common shares outstanding – diluted	2,717			2,487			2,583			2,219

Income (loss) per share – basic:
Net income (loss) allocated to common stockholders per share	$	(1.28	)	$	4.26		$	(2.35	)	$	1.54
Income (loss) per share – diluted:
Net income (loss) allocated to common stockholders per share	$	(3.00	)	$	0.93		$	(3.94	)	$	(1.40	)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands):



	Three Months Ended June 30,					Six Months Ended June 30,
	2019			2018		2019			2018
Net income (loss) allocated to common stockholders is not adjusted for:
Net income (loss) attributable to unvested restricted shares	$	—		$	38	$	—		$	14
Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings	(6		)	18		(10		)	6
Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock	(133		)	295		94			650
Dividends on preferred stock and amortization	3,275			—		6,558			—
Total	$	3,136		$	351	$	6,642		$	670
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares	11			9		10			9
Effect of assumed exercise of stock options	16			—		40			197
Effect of assumed conversion of Ashford Holdings units	4			4		4			4
Effect of incremental subsidiary shares	72			50		59			38
Effect of assumed conversion of preferred stock	1,450			—		1,450			—
Total	1,553			63		1,563			248

17. Segment Reporting

We have two business segments: (i) REIT Advisory, which provides asset management and advisory services to other entities, and (ii) Hospitality Products and Services (“HPS”), which provides products and services to clients primarily in the hospitality industry. HPS includes (a) Premier, which provides comprehensive and cost-effective design, development, architectural, and project management services, (b) JSAV, which provides event technology and creative communications solutions services, (c) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms, (d) RED, a provider of watersports activities and other travel and transportation services, (e) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality industry, and (f) Lismore, a provider of debt placement services. For 2019, OpenKey, RED, Pure Wellness and Lismore operating segments do not meet aggregation criteria or the quantitative thresholds to individually qualify as reportable segments. However, we have elected to disclose OpenKey as a reportable segment. Accordingly, we have four reportable segments: REIT Advisory, Premier, JSAV and OpenKey. We combine the operating results of RED, Pure Wellness and Lismore into an “all other” category, which we refer to as “Corporate and Other.”

See footnote 3 for details of our segments’ material revenue generating activities. As of June 30, 2019 and 2018, there were no material intercompany revenues or expenses between our operating segments.

Our chief operating decision maker (“CODM”) uses multiple measures of segment profitability for assessing performance of our business. Our reported measure of segment profitability is net income, although the CODM also focuses on adjusted EBITDA and adjusted net income, which exclude certain gains, losses and charges, to assess performance and allocate resources. Our CODM currently reviews assets at the corporate (consolidated) level and does not currently review segment assets to make key decisions on resource allocations.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Certain information concerning our segments for the three and six months ended June 30, 2019, and 2018 are presented in the following tables (in thousands). Consolidated subsidiaries are reflected as of their respective acquisition dates or as of the date we were determined to be the primary beneficiary of variable interest entities.



	Three Months Ended June 30, 2019																		Three Months Ended June 30, 2018
	REIT Advisory			Premier			JSAV			OpenKey			Corporate and Other			Ashford Inc. Consolidated			REIT Advisory			Premier		JSAV			OpenKey			Corporate and Other			Ashford Inc. Consolidated
REVENUE
Advisory services	$	21,220		$	—		$	—		$	—		$	—		$	21,220		$	24,570		$	—	$	—		$	—		$	—		$	24,570
Audio visual	—			—			30,127			—			—			30,127			—			—		23,376			—			—			23,376
Project Management	—			7,700			—			—			—			7,700			—			—		—			—			—			—
Other	1,421			—			—			194			2,804			4,419			628			—		—			153			6,084			6,865
Total revenue	22,641			7,700			30,127			194			2,804			63,466			25,198			—		23,376			153			6,084			54,811
EXPENSES
Depreciation and amortization	1,570			2,738			503			7			116			4,934			369			—		489			7			328			1,193
Other operating expenses ⁽¹⁾	9,731			4,318			30,296			768			12,476			57,589			12,814			—		20,708			903			8,323			42,748
Total expenses	11,301			7,056			30,799			775			12,592			62,523			13,183			—		21,197			910			8,651			43,941
OPERATING INCOME (LOSS)	11,340			644			(672		)	(581		)	(9,788		)	943			12,015			—		2,179			(757		)	(2,567		)	10,870
Equity in earnings (loss) of unconsolidated entities	—			—			—			—			(298		)	(298		)	—			—		—			—			—			—
Interest expense	—			—			(356		)	—			(89		)	(445		)	—			—		(144		)	—			(17		)	(161		)
Amortization of loan costs	—			—			(14		)	(6		)	(50		)	(70		)	—			—		(12		)	(7		)	(5		)	(24		)
Interest income	—			—			—			—			9			9			—			—		—			—			73			73
Other income (expense)	—			—			(50		)	6			2			(42		)	27			—		(256		)	—			8			(221		)
INCOME (LOSS) BEFORE INCOME TAXES	11,340			644			(1,092		)	(581		)	(10,214		)	97			12,042			—		1,767			(764		)	(2,508		)	10,537
Income tax (expense) benefit	(2,550		)	(342		)	319			—			2,147			(426		)	(1,848		)	—		(502		)	—			745			(1,605		)
NET INCOME (LOSS)	$	8,790		$	302		$	(773	)	$	(581	)	$	(8,067	)	$	(329	)	$	10,194		$	—	$	1,265		$	(764	)	$	(1,763	)	$	8,932

________


⁽¹⁾	Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory represent expenses for which there is generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



	Six Months Ended June 30, 2019																		Six Months Ended June 30, 2018
	REIT Advisory			Premier			JSAV			OpenKey			Corporate and Other			Ashford Inc. Consolidated			REIT Advisory			Premier		JSAV			OpenKey			Corporate and Other			Ashford Inc. Consolidated
REVENUE
Advisory services	$	40,407		$	—		$	—		$	—		$	—		$	40,407		$	47,102		$	—	$	—		$	—		$	—		$	47,102
Audio visual	—			—			61,102			—			—			61,102			—			—		46,686			—			—			46,686
Project management	—			15,490			—			—			—			15,490			—			—		—			—			—			—
Other	2,850			—			—			451			6,486			9,787			1,117			—		—			472			7,602			9,191
Total revenue	43,257			15,490			61,102			451			6,486			126,786			48,219			—		46,686			472			7,602			102,979
EXPENSES
Depreciation and amortization	2,753			5,476			958			14			260			9,461			759			—		943			13			518			2,233
Impairment	—			—			—			—			—			—			1,863			—		—			—			56			1,919
Other operating expenses ⁽¹⁾	17,998			8,368			58,304			1,718			27,452			113,840			24,055			—		40,511			2,074			26,353			92,993
Total operating expenses	20,751			13,844			59,262			1,732			27,712			123,301			26,677			—		41,454			2,087			26,927			97,145
OPERATING INCOME (LOSS)	22,506			1,646			1,840			(1,281		)	(21,226		)	3,485			21,542			—		5,232			(1,615		)	(19,325		)	5,834
Equity in earnings (loss) of unconsolidated entities	—			—			—			—			(573		)	(573		)	—			—		—			—			—			—
Interest expense	—			—			(570		)	—			(172		)	(742		)	—			—		(283		)	—			(21		)	(304		)
Amortization of loan costs	—			—			(27		)	(12		)	(100		)	(139		)	—			—		(24		)	(13		)	(10		)	(47		)
Interest income	—			—			—			—			29			29			—			—		—			—			185			185
Other income (expense)	—			—			(156		)	11			50			(95		)	46			—		(314		)	(1		)	9			(260		)
INCOME (LOSS) BEFORE INCOME TAXES	22,506			1,646			1,087			(1,282		)	(21,992		)	1,965			21,588			—		4,611			(1,629		)	(19,162		)	5,408
Income tax (expense) benefit	(5,039		)	(768		)	(568		)	—			4,649			(1,726		)	(3,964		)	—		(1,248		)	—			2,901			(2,311		)
NET INCOME (LOSS)	$	17,467		$	878		$	519		$	(1,282	)	$	(17,343	)	$	239		$	17,624		$	—	$	3,363		$	(1,629	)	$	(16,261	)	$	3,097

________


⁽¹⁾	Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory represent expenses for which there is generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses.

18. Subsequent Events

On July 1, 2019, the Company’s newly created subsidiary, AINC Bar Draught LLC (“Bar Draught”), acquired the assets of a provider of an innovative draft cocktail system technology for $250,000 cash and contingent consideration of up to $550,000 cash, if earned, 6 to 12 months after the acquisition date. After giving effect to the transaction, Ashford Inc. will own an approximately 55% interest in Bar Draught, a provider of premium, mobile cocktails on tap and other services in the hospitality industry.

On July 3, 2019, the Company funded the remaining $8.9 million of its ERFP Commitment under the Braemar ERFP Agreement, related to Braemar’s acquisition of The Ritz-Carlton Lake Tahoe on January 15, 2019.

On July 18, 2019, RED completed the acquisition of substantially all of the assets of Sebago, a leading provider of watersports activities and excursion services based in Key West, Florida. After giving effect to the transaction, Ashford Inc. will own an approximately 84% interest in the common equity of RED. Ashford Inc. will continue to own an 80% interest in the entity that conducts RED’s legacy U.S. Virgin Islands operations. The purchase price consisted of approximately $2.5 million in cash (excluding transaction costs and working capital adjustments) funded by new RED term loans and $4.5 million in the form of Ashford Inc. common stock consisting of 135,366 shares issued July 18, 2019, subject to a six month stock consideration collar. The issued Ashford Inc. shares were determined using a 30-Day VWAP of $33.24 and had an estimated fair value of approximately $4.5 million as of the acquisition date. Pursuant to the acquisition agreement, in the event that the 30-Day VWAP of the common stock on the six month anniversary of the closing date of the acquisition is lower than the price of the common stock on July 18, 2019, the Company may repurchase the stock at such lower stock price, such that the number of shares of common stock issued is reduced. In the event that the 30-Day VWAP of the common stock on the six month anniversary of the closing date of the

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

acquisition is higher than the price of the common stock on July 18, 2019, the Company may repurchase shares of common stock at a price of $0.01 per share, such that the stock consideration for the transaction remains $4.5 million in common stock.


ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, the references to “we,” “us,” “our,” and the “Company” refer to Ashford Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Advisors LLC, a Delaware limited liability company, which we refer to as “Ashford LLC” or “our operating company” Ashford Hospitality Holdings LLC, a Delaware limited liability company, which we refer to as “Ashford Holdings” and Ashford Hospitality Services LLC, a Delaware limited liability company, which we refer to as “Ashford Services” and Premier Project Management LLC, a Maryland limited liability company, which we refer to as “Premier Project Management,” or “Premier.” “Braemar” refers to Braemar Hotels & Resorts Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Braemar Hospitality Limited Partnership, a Delaware limited partnership, which we refer to as “Braemar OP.” “Ashford Trust” or “AHT” refers to Ashford Hospitality Trust, Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Limited Partnership, a Delaware limited partnership and Ashford Trust’s operating partnership, which we refer to as “Ashford Trust OP.” “Remington Lodging” refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company, and, as the context may require, its consolidated subsidiaries, a property management company owned by Mr. Monty J. Bennett, our chief executive officer and chairman, and his father, Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature:


•	our business and investment strategy;


•	our projected operating results;


•	our ability to obtain future financing arrangements;


•	our understanding of our competition;


•	market trends;


•	the future success of recent acquisitions, including the project management business formerly conducted by certain affiliates of Remington, and new business initiatives, including the Enhanced Return Funding Programs (“ERFPs”) with Ashford Trust and Braemar;


•	the future success of the acquisition of the Hotel Management business from Remington, which we signed a definitive agreement to acquire on May 31, 2019 (as amended on July 17, 2019) and which is expected to close in the fourth quarter of 2019;


•	projected capital expenditures; and


•	the impact of technology on our operations and business.

Forward-looking statements are based on certain assumptions, discuss future expectations, describe future plans and strategies, contain financial and operating projections or state other forward-looking information. Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, taking into account all information currently available to us, our actual results and performance could differ materially from those set forth in our forward-looking statements. Factors that could have a material adverse effect on our forward-looking statements include, but are not limited to:

•

the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2019, including under the sections captioned “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations;”


•	general volatility of the capital markets, the general economy or the hospitality industry, whether the result of market events or otherwise, and the market price of our common stock;


•	availability, terms and deployment of capital;


•	changes in our industry and the market in which we operate, interest rates or the general economy;


•	the degree and nature of our competition;


•	actual and potential conflicts of interest with or between Remington Lodging, Ashford Trust and Braemar, our executive officers and our non-independent directors;


•	availability of qualified personnel;


•	changes in governmental regulations, accounting rules, tax rates and similar matters;


•	legislative and regulatory changes;


•	the possibility that we may not realize any or all of the anticipated benefits from transactions to acquire businesses and from new business initiatives, including the ERFP Agreements with Ashford Trust and Braemar;


•	sales of our common stock, including as a result of the possible divestiture of our common stock by Ashford Trust and Braemar in connection with the Hotel Management Business acquisition that was signed on May 31, 2019 (as amended on July 19, 2019) and which is expected to close in the fourth quarter of 2019;


•	disruptions relating to the acquisition or integration of Premier or any other business we invest in or acquire, which may harm relationships with customers, employees and regulators; and


•	unexpected costs relating to the acquisition or integration of Premier or any other business we invest in or acquire.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements under “Item 1A. Risk Factors” of our Annual Report and this Quarterly Report, the discussion in this Management’s Discussion and Analysis of Financial Conditions and Results of Operations, and elsewhere which could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Form 10-Q. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Form 10-Q to conform these statements to actual results and performance, except as may be required by applicable law.

Overview

Ashford Inc. is a Maryland corporation that provides asset management services, advisory services and other products and services primarily to clients in the hospitality industry. We became a public company in November 2014, when Ashford Trust completed the spin-off of Ashford Inc. through the distribution of approximately 70% of our outstanding common stock to Ashford Trust stockholders and unitholders in Ashford Trust’s operating partnership, collectively. Our common stock is listed on the NYSE American. As of August 6, 2019, Ashford Trust held approximately 598,000 shares of our common stock which represented an approximate 22.9% ownership interest in Ashford Inc. and Braemar held approximately 195,000 shares, which represented an approximate 7.5% ownership interest in Ashford Inc. As of August 6, 2019, Mr. Monty J. Bennett, our chief executive officer and chairman and the chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust, owned approximately 314,685 shares of our common stock, which represented an approximate 12.0% ownership interest in Ashford Inc., and owned 7,520,000 shares of our Series B Convertible Preferred Stock (the “Series B Convertible Preferred Stock”), which is exercisable (at an exercise price of $140 per share) into an additional approximate 1,342,857 shares of Ashford Inc. common stock, which if exercised as of June 30, 2019 would have increased Mr. Bennett and Mr. Bennett, Jr.’s ownership interest in Ashford Inc. to 41.9%.

Our principal business objective is to provide asset management, advisory and other products and services to other entities primarily in the hospitality industry. The Company seeks to grow in three primary areas: (i) expanding its existing REIT platforms accretively and accelerating performance to earn incentive fees; (ii) starting new REIT platforms for additional base and incentive fees; and (iii) acquiring, investing in or incubating strategic businesses that can achieve accelerated growth through doing business with our REIT platforms and by leveraging our deep knowledge and extensive relationships within the hospitality sector.

We are currently the advisor for Ashford Trust and Braemar. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar, in each case subject to the supervision and oversight of the respective board of directors of Ashford Trust and Braemar. Ashford Trust commenced operating in August 2003 and is focused on investing in full service hotels in the upscale and upper-upscale segments in the U.S. that have RevPAR generally less than twice the U.S. national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Braemar became a publicly traded company in November

2013 upon the completion of its spin-off from Ashford Trust. Each of Ashford Trust and Braemar is a REIT as defined in the Internal Revenue Code, and the common stock of each of Ashford Trust and Braemar is traded on the NYSE.

We provide the personnel and services that we believe are necessary to assist each of Ashford Trust and Braemar in conducting their respective businesses. We may also perform similar functions for new or additional platforms. We are not responsible for managing the day-to-day operations of the individual hotel properties owned by either Ashford Trust or Braemar, which duties are, and will continue to be, the responsibility of the hotel management companies that operate the hotel properties owned by Ashford Trust and Braemar.

We conduct our advisory business primarily through an operating entity, Ashford LLC, our project management business through an operating entity, Premier, and our hospitality products and services business primarily through an operating entity, Ashford Services. We own substantially all of our assets and conduct substantially all of our business through Ashford LLC, Premier, and Ashford Services.

As required for disclosure under the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement, for the trailing twelve months ended June 30, 2019, the total incremental expenses incurred (including all reimbursable expenses), as reasonably determined, in connection with providing services to Braemar under the agreement was $9.7 million.

Recent Developments

On January 15, 2019, Braemar acquired The Ritz-Carlton Lake Tahoe for an allocated purchase price of $103.0 million which therefore requires the Company to provide Braemar with approximately $10.3 million in exchange for FF&E at Braemar’s hotel properties that will subsequently be leased back to Braemar rent-free. As of June 30, 2019, the Company’s remaining unfunded ERFP Commitment under the Braemar ERFP Agreement includes $8.9 million related to The Ritz-Carlton Lake Tahoe, which was funded subsequent to the end of the quarter on July 3, 2019.

On January 22, 2019, Ashford Trust acquired the Embassy Suites New York Manhattan Times Square for a purchase price of $195.0 million which therefore requires the Company to provide Ashford Trust with approximately $19.5 million in exchange for FF&E at Ashford Trust’s hotel properties that will subsequently be leased back to Ashford Trust rent-free. As of June 30, 2019, the Company’s remaining unfunded ERFP Commitment under the Ashford Trust ERFP Agreement includes $11.4 million related to the Embassy Suites New York Manhattan Times Square.

On February 26, 2019, Ashford Trust acquired the Hilton Santa Cruz/Scotts Valley, in Santa Cruz, California, for a purchase price of $50.0 million which therefore requires the Company to provide Ashford Trust with approximately $5.0 million in exchange for FF&E at Ashford Trust’s hotel properties that will subsequently be leased back to Ashford Trust rent-free. As of June 30, 2019, the Company had reduced its remaining commitment under the Ashford Trust ERFP Agreement by providing $5.0 million to

Ashford Trust in exchange for FF&E at Ashford Trust’s hotel properties that was subsequently leased back to Ashford Trust rent-free, in connection with Ashford Trust’s acquisition of the hotel.

On February 27, 2019, RED entered into a draw term loan in the amount of $1.4 million for which the creditor has recourse to Ashford Inc. The term loan bears interest at the Prime Rate plus 1.75% and matures on December 5, 2026.

On February 28, 2019, RED renewed its revolving credit facility for which the creditor has recourse to Ashford Inc. The revolving credit facility provides RED with available borrowings up to a total of $250,000, bears interest at the Prime Rate plus 1.75% and matures on February 5, 2020.

On March 1, 2019, JSAV acquired a privately-held company, BAV Services in the United States (“BAV”). BAV is an audio visual rental, staging, and production company focused on meeting and special event services. As a result of the acquisition, our ownership interest in JSAV, which we consolidate under the voting interest model, increased from 85% to approximately 88%. The purchase price consisted of: (i) $5.0 million in cash (excluding working capital adjustments) funded by an existing JSAV term loan; (ii) $4.0 million in the form of Ashford Inc. common stock consisting of (a) 61,387 shares issued on March 1, 2019, which was determined based on an agreed upon value of $3.5 million using a thirty-day volume weighted average price per share (“30-Day VWAP”) of $57.01 and had an estimated fair value of approximately $3.8 million as of the acquisition date and (b) $500,000 of stock to be issued 18 months after the acquisition date, subject to certain conditions; and (iii) contingent consideration related to the achievement of certain performance targets with an estimated fair value of approximately $1.4 million, payable, if earned, 12 to 18 months after the acquisition date. Additionally, the transaction includes a stock consideration collar. See note 4 to our condensed consolidated financial statements.

On May 31, 2019, Ashford Inc. signed the Combination Agreement (which was subsequently amended on July 17, 2019) to acquire the Hotel Management business of Remington, a privately held company. The transaction, which is expected to close sometime in the fourth quarter of 2019, is subject to approval by Ashford Inc.’s stockholders, the receipt of an acceptable Private Letter Ruling (“PLR”) from the Internal Revenue Service and customary closing conditions. Under the terms of the agreement, Ashford Inc. will acquire Remington’s Hotel Management business for a purchase price of $275 million, payable by the issuance of $275 million of a new Series D Convertible Preferred Stock. In the previous transaction for Remington’s Project Management business, the sellers received $203 million of Series B Convertible Preferred Stock. For this transaction involving Remington’s Hotel Management business, that $203 million of Series B Convertible Preferred Stock will be exchanged for $203 million of Series D Convertible Preferred Stock (such that, after the transactions, $478 million of Series D Convertible Preferred Stock, and no Series B Convertible Preferred Stock, will be outstanding). The new Series D Convertible Preferred Stock will be convertible into shares of common stock at a price of $117.50 per share (a 164% premium to the closing price of Ashford’s common stock on the agreement date of May 31, 2019). Dividends on the Series D Convertible Preferred Stock will be payable at an annual rate of 6.59% in the first year, 6.99% in the second year, and 7.28% in the third year and each year thereafter. Voting rights of the Series D Convertible Preferred Stock will be on an as-converted basis, and the holders of the Series D Convertible Preferred Stock will have a voting limit of 40% of the total voting power of Ashford Inc. until August 8, 2023. The holders of the Series D Convertible Preferred Stock have certain conversion rights upon certain events constituting a change of control of the Company. Remington is currently owned by Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer, and his father, Archie Bennett, Jr., the Chairman Emeritus of Ashford Trust. Ashford Inc.’s Board of Directors formed a special committee of independent and disinterested directors to analyze, negotiate, and recommend the transaction to Ashford Inc.’s Independent Directors. Ashford Inc.’s Independent Directors have unanimously recommended approval of the acquisition by Ashford Inc.’s stockholders.

On July 19, 2019, each of Ashford Trust and Braemar filed an amendment to their Schedule 13Ds with the SEC. As disclosed in such filings, each party’s obligation to consummate the transactions contemplated by the Combination Agreement is subject to certain conditions, including, among other things: (i) the receipt of a PLR from the Internal Revenue Service that Ashford Hospitality Services LLC, a subsidiary of Ashford Inc., will not fail to qualify as an “eligible independent contractor” within the meaning of Section 856(d)(9)(A) of the Code with respect to specified clients solely as a result of (a) Ashford Hospitality Services LLC being a brother-sister affiliate of Ashford Hospitality Advisors LLC, or (b) the taxable REIT subsidiaries (within the meaning of Code Section 856(l) of such clients receiving specified incentives from Ashford Hospitality Advisors LLC; and (ii) the completion of the divestiture by Ashford Trust and Braemar of their securities of the Company in a manner that complies with the private letter ruling.

Each of Ashford Trust and Braemar, acting at the direction of a committee of independent directors of Ashford Trust and Braemar, respectively, who are independent within the meaning of applicable rules of the NYSE and do not have a material financial interest within the meaning of Section 2-419 of the Maryland General Corporation Law in the transactions contemplated by the Combination Agreement, intends, as of July 19, 2019, to vote or cause to be voted all of the shares beneficially owned by it in favor of each proposal presented to the stockholders at the special meeting of stockholders to consider and vote upon on the transactions contemplated by the Combination Agreement; and, as of July 19, 2019, intends to divest (or cause the divestiture) of all of the securities of Ashford Inc. beneficially owned by each of Ashford Trust and Braemar as required by the closing conditions set forth in the Combination Agreement.

Discussion of Presentation

The discussion below relates to the financial condition and results of operations of Ashford Inc. and entities which it controls. The historical financial information is not necessarily indicative of our future results of operations, financial position and cash flows.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the three months ended June 30, 2019 and 2018 (in thousands):



	Three Months Ended June 30,						Favorable (Unfavorable)
	2019			2018			$ Change			% Change
REVENUE
Advisory services	$	21,220		$	24,570		$	(3,350	)	(13.6	)%
Audio visual	30,127			23,376			6,751			28.9	%
Project management	7,700			—			7,700
Other	4,419			6,865			(2,446		)	(35.6	)%
Total revenue	63,466			54,811			8,655			15.8	%
EXPENSES
Salaries and benefits	18,157			15,710			(2,447		)	(15.6	)%
Cost of revenues for audio visual	22,229			17,021			(5,208		)	(30.6	)%
Cost of revenues for project management	2,697			—			(2,697		)
Depreciation and amortization	4,934			1,193			(3,741		)	(313.6	)%
General and administrative	11,368			9,125			(2,243		)	(24.6	)%
Impairment	—			—			—
Other	3,138			892			(2,246		)	(251.8	)%
Total expenses	62,523			43,941			(18,582		)	(42.3	)%
OPERATING INCOME (LOSS)	943			10,870			(9,927		)	(91.3	)%
Equity in earnings (loss) of unconsolidated entities	(298		)	—			(298		)
Interest expense	(445		)	(161		)	(284		)	(176.4	)%
Amortization of loan costs	(70		)	(24		)	(46		)	(191.7	)%
Interest income	9			73			(64		)	(87.7	)%
Other income (expense)	(42		)	(221		)	179			81.0	%
INCOME (LOSS) BEFORE INCOME TAXES	97			10,537			(10,440		)	(99.1	)%
Income tax (expense) benefit	(426		)	(1,605		)	1,179			73.5	%
NET INCOME (LOSS)	(329		)	8,932			(9,261		)	(103.7	)%
(Income) loss from consolidated entities attributable to noncontrolling interests	131			118			13			11.0	%
Net (income) loss attributable to redeemable noncontrolling interests	310			(90		)	400			444.4	%
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	112		$	8,960		$	(8,848	)	(98.8	)%
Preferred dividends	(2,791		)	—			(2,791		)
Amortization of preferred stock discount	(484		)	—			(484		)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(3,163	)	$	8,960		$	(12,123	)	(135.3	)%

Net Income (Loss) Attributable to Common Stockholders. Net income (loss) attributable to common stockholders changed $12.1 million, or 135.3%, to $3.2 million loss for the three months ended June 30, 2019 (“the 2019 quarter”) compared to the three months ended June 30, 2018 (“the 2018 quarter”) as a result of the factors discussed below.

Total Revenue. Total revenue increased $8.7 million, or 15.8%, to $63.5 million for the 2019 quarter compared to the 2018 quarter due to the following (in thousands):



	Three Months Ended June 30,				Favorable (Unfavorable)
	2019		2018		$ Change			% Change
Advisory services revenue:
Base advisory fee ⁽¹⁾	$	11,190	$	11,174	$	16		0.1	%
Incentive advisory fee ⁽²⁾	169		452		(283		)	(62.6	)%
Reimbursable expenses ⁽³⁾	3,220		2,496		724			29.0	%
Non-cash stock/unit-based compensation ⁽⁴⁾	6,511		10,318		(3,807		)	(36.9	)%
Other advisory revenue ⁽⁵⁾	130		130		—			—	%
Total advisory services revenue ⁽¹³⁾	21,220		24,570		(3,350		)	(13.6	)%

Audio visual revenue ⁽⁶⁾	30,127		23,376		6,751			28.9	%

Project management revenue ⁽⁷⁾	7,700		—		7,700

Other revenue:
Investment management reimbursements ^{(8) (13)}	337		329		8			2.4	%
Debt placement fees ⁽⁹⁾	79		4,959		(4,880		)	(98.4	)%
Claims management services ^{(10) (13)}	55		50		5			10.0	%
Lease revenue ^{(11) (13)}	1,029		251		778			310.0	%
Other services ⁽¹²⁾	2,919		1,276		1,643			128.8	%
Total other revenue	4,419		6,865		(2,446		)	(35.6	)%

Total revenue	$	63,466	$	54,811	$	8,655		15.8	%

REVENUE BY SEGMENT ⁽¹⁴⁾
REIT advisory	$	22,641	$	25,198	$	(2,557	)	(10.1	)%
Premier	7,700		—		7,700
JSAV	30,127		23,376		6,751			28.9	%
OpenKey	194		153		41			26.8	%
Corporate and other	2,804		6,084		(3,280		)	(53.9	)%
Total revenue	$	63,466	$	54,811	$	8,655		15.8	%

________


⁽¹⁾	The increase in base advisory fee is primarily due to lower revenue of $447,000 from Ashford Trust and higher revenue of $463,000 from Braemar.

⁽²⁾

The decrease in incentive advisory fee is due to lower revenue of $452,000 from Ashford Trust, partially offset by higher revenue of $169,000 from Braemar. The $169,000 of incentive advisory fee recognized in the 2019 quarter includes the pro-rata portion of the second year installment of the Braemar 2018 incentive advisory fee which will be paid in January 2020. The incentive advisory fee for the 2018 quarter includes the pro-rata portion of the third year installment of the Ashford Trust 2016 incentive advisory fee in the amount of $452,000, which was paid in January 2019. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in our advisory agreements. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2018 and 2017 measurement periods. Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods.

⁽³⁾

The increase in reimbursable expenses revenue is due to higher revenue of $661,000 from Ashford Trust and higher revenue of $63,000 from Braemar. Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three months ended June 30, 2019, we recognized income from reimbursable expenses related to software implementation costs from Ashford Trust and Braemar of $491,000 and $36,000, respectively. During

the three months ended June 30, 2018, we recognized income from reimbursable expenses related to software implementation costs from Ashford Trust and Braemar of $384,000 and $29,000, respectively. See note 15 to our condensed consolidated financial statements.

⁽⁴⁾

The decrease in non-cash stock/unit-based compensation revenue is due to lower revenue of $4.4 million from Ashford Trust and higher revenue of $585,000 from Braemar. Non-cash stock/unit-based compensation revenue is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. for which we recorded an offsetting expense in an equal amount included in “salaries and benefits.”

⁽⁵⁾

Other advisory revenue remained steady. Other advisory revenue from Braemar is a result of the $5.0 million cash payment received upon stockholder approval of the Fourth Amended and Restated Braemar Advisory Agreement in June 2017. The payment is included in “deferred income” on our condensed consolidated balance sheet and is being recognized on a quarterly basis over the initial ten-year term of the agreement.


⁽⁶⁾	The $6.8 million increase in audio visual revenue is due to the growth of JSAV and JSAV’s acquisition of BAV in March 2019.


⁽⁷⁾	The increase in project management revenue is due to our acquisition of Premier in August 2018.


⁽⁸⁾	The increase in investment management reimbursements is due to higher revenue of $8,000 from Ashford Trust. Investment management reimbursements include AIM’s management of Ashford Trust’s excess cash under the Investment Management Agreement executed in 2017. AIM is not compensated for its services but is reimbursed for all costs and expenses.


⁽⁹⁾	The decrease in debt placement fee revenue is due to lower revenue of $3.9 million from Ashford Trust and lower revenue of $1.0 million from Braemar. Debt placement fees are earned by Lismore for providing debt placement services.


⁽¹⁰⁾	Claims management services include revenues earned from providing insurance claim assessment and administration services.

⁽¹¹⁾


⁽¹²⁾	The increase in other services revenue is due to higher revenue of $22,000 from Ashford Trust, higher revenue of $71,000 from Braemar and higher revenue of $1.6 million from third parties. Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and other third parties.


⁽¹³⁾	Indicates REIT advisory revenue.


⁽¹⁴⁾	See note 17 for discussion of segment reporting.

Salaries and Benefits Expense. Salaries and benefits expense increased $2.4 million, or 15.6%, to $18.2 million for the 2019 quarter compared to the 2018 quarter. The change in salaries and benefits expense consisted of the following (in thousands):



	Three Months Ended June 30,
	2019			2018			$ Change
Cash salaries and benefits:
Salary expense	$	9,242		$	5,764		$	3,478
Bonus expense	3,235			3,074			161
Benefits related expenses	1,877			1,012			865
Total cash salaries and benefits ⁽¹⁾	14,354			9,850			4,504
Non-cash equity-based compensation:
Stock option grants	2,037			1,917			120
Ashford Trust & Braemar equity grants ⁽²⁾	6,583			10,318			(3,735		)
Total non-cash equity-based compensation	8,620			12,235			(3,615		)
Non-cash (gain) loss in deferred compensation plan ⁽³⁾	(4,817		)	(6,375		)	1,558
Total salaries and benefits	$	18,157		$	15,710		$	2,447

________


⁽¹⁾	The change in cash salaries and benefits expense is primarily due to fluctuations in the number of employees, salary and bonus awards, group insurance costs, payroll taxes and employee participation in the benefits offered.


⁽²⁾	Equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units are awarded to our officers and employees as part of our advisory agreements with each company, for which we record offsetting revenue in an equal amount. The decrease is also driven by a decrease in the fair value of equity grants. See notes 2 and 13 to our condensed consolidated financial statements.


⁽³⁾	The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. Gains in the second quarter of 2019 and 2018 are primarily attributable to a decrease in the fair value of the DCP obligation. See note 14 to our condensed consolidated financial statements.

Cost of Revenues for Audio Visual. Cost of revenues for audio visual was $22.2 million during the 2019 quarter compared to $17.0 million for the 2018 quarter, due to the growth of JSAV and JSAV’s acquisition of BAV in March of 2019.

Cost of Revenues for Project Management. Cost of revenues for project management was $2.7 million during the 2019 quarter compared to $0 for the 2018 quarter, due to costs associated with project management revenues from the acquisition of Premier in August 2018.

Depreciation and Amortization Expense. Depreciation and amortization expense increased $3.7 million, or 313.6%, to $4.9 million for the 2019 quarter compared to the 2018 quarter, primarily as a result of $2.7 million in amortization related to the acquisition Premier’s definite-lived intangible assets in August of 2018 and $975,000 of depreciation related to ERFP assets. See note 4 to our condensed consolidated financial statements. Depreciation and amortization expense for the 2019 quarter and the 2018 quarter excludes depreciation expense related to audio visual equipment of $1.2 million and $689,000, respectively, which is included in “cost of revenues for audio visual” and also excludes depreciation expense for the 2019 quarter related to marine vessels and other vehicles in the amount of $85,000 and $7,000, respectively, which is included in “other” operating expense.

General and Administrative Expense. General and administrative expenses increased $2.2 million, or 24.6%, to $11.4 million for the 2019 quarter compared to the 2018 quarter. The change in general and administrative expense consisted of the following (in thousands):



	Three Months Ended June 30,
	2019		2018		$ Change
Professional fees⁽¹⁾	$	4,980	$	4,495	$	485
Office expense⁽²⁾	2,647		2,211		436
Public company costs	290		301		(11		)
Director costs	860		610		250
Travel and other expense⁽³⁾	2,271		1,490		781
Non-capitalizable - software costs	320		18		302
Total general and administrative	$	11,368	$	9,125	$	2,243

________


⁽¹⁾	The increase in expense is primarily due to increases in legal fees and transaction costs related to the acquisition of the Hotel Management business of Remington offset by a decrease in similar expenses related to the acquisition of Premier in August of 2018.


²⁾	The increase in expense is primarily due to increased rent expense from our acquisition of Premier in August of 2018.


³⁾	The increase in expense is due to our acquisition of Premier in August of 2018 and increased investments in JSAV and RED. See notes 4 and 18 to our condensed consolidated financial statements.

Other. Other operating expense was $3.1 million and $892,000 for the 2019 quarter and the 2018 quarter, respectively. Other operating expense includes cost of goods sold and royalties associated with OpenKey, RED and Pure Wellness as well as $1.6 million in expense from changes in the fair value of contingent consideration related to JSAV’s acquisition of BAV in March 2019. See notes 4 and 8 to our condensed consolidated financial statements.

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities changed $298,000 for the 2019 quarter due to our investment in REA Holdings in January of 2019. See notes 1 and 2 to our condensed consolidated financial statements.

Interest Expense. Interest expense was $445,000 and $161,000 for the 2019 quarter and the 2018 quarter, respectively, related to the notes payable, lines of credit and capital leases held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.

Amortization of Loan Costs. Amortization of loan costs was $70,000 and $24,000 for the 2019 quarter and the 2018 quarter, respectively, related to the notes payable and lines of credit held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.

Interest Income. Interest income was $9,000 and $73,000 for the 2019 quarter and the 2018 quarter, respectively.

Other Income (Expense). Other expense was $42,000 and $221,000 in the 2019 quarter and the 2018 quarter, respectively.

Income Tax (Expense) Benefit. Income tax expense decreased $1.2 million, from $1.6 million in the 2018 quarter to $426,000 in the 2019 quarter. Current tax expense decreased $1.1 million, from $1.6 million in the 2018 quarter to $481,000 expense in the 2019 quarter, primarily due to a decrease in pretax income and an increase in tax bonus depreciation taken on purchases of furniture, fixtures and equipment under the Ashford Trust and Braemar ERFP Agreements. Deferred tax benefit increased $56,000 from $0 in the 2018 quarter to $56,000 benefit in the 2019 quarter. The 2018 period did not record any deferred expense due to the April 2017 legal entity restructuring of the Company, as a result of which, a full valuation allowance was established. In the third quarter of 2018, the valuation allowance was released due to the acquisition of Premier.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. The noncontrolling interests in consolidated entities were allocated a loss of $131,000 in the 2019 quarter and a loss of $118,000 in the 2018 quarter. See notes 2, 11 and 15 to our condensed consolidated financial statements for more details regarding ownership interests, carrying values and allocations.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests. The redeemable noncontrolling interests were allocated a loss of $310,000 in the 2019 quarter and income of $90,000 in the 2018 quarter. Redeemable noncontrolling interests represented ownership interests in Ashford Holdings and certain of our consolidated subsidiaries. See note 1 to our condensed

consolidated financial statements. For a summary of ownership interests, carrying values and allocations, see notes 2, 12, and 15 to our condensed consolidated financial statements.

Preferred Dividends. The preferred dividends increased $2.8 million from the 2018 quarter due to the issuance of the Series B Convertible Preferred Stock in the acquisition of Premier in August 2018.

Amortization of Preferred Stock Discount. The amortization of preferred stock discount dividends increased $484,000 from the 2018 quarter due to the discount on the Series B Convertible Preferred Stock issued to acquire Premier in August 2018.

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the six months ended June 30, 2019 and 2018 (in thousands):



	Six Months Ended June 30,						Favorable (Unfavorable)
	2019			2018			$ Change			% Change
REVENUE
Advisory services	$	40,407		$	47,102		$	(6,695	)	(14.2	)%
Audio visual	61,102			46,686			14,416			30.9	%
Project management	15,490			—			15,490
Other	9,787			9,191			596			6.5	%
Total revenue	126,786			102,979			23,807			23.1	%
EXPENSES
Salaries and benefits	40,857			42,227			1,370			3.2	%
Cost of revenues for audio visual	43,668			33,608			(10,060		)	(29.9	)%
Cost of revenues for project management	5,488			—			(5,488		)
Depreciation and amortization	9,461			2,233			(7,228		)	(323.7	)%
General and administrative	19,350			15,420			(3,930		)	(25.5	)%
Impairment	—			1,919			1,919			100.0	%
Other	4,477			1,738			(2,739		)	(157.6	)%
Total expenses	123,301			97,145			(26,156		)	(26.9	)%
OPERATING INCOME (LOSS)	3,485			5,834			(2,349		)	(40.3	)%
Equity in earnings (loss) of unconsolidated entities	(573		)	—			(573		)
Interest expense	(742		)	(304		)	(438		)	(144.1	)%
Amortization of loan costs	(139		)	(47		)	(92		)	(195.7	)%
Interest income	29			185			(156		)	(84.3	)%
Other income (expense)	(95		)	(260		)	165			63.5	%
INCOME (LOSS) BEFORE INCOME TAXES	1,965			5,408			(3,443		)	(63.7	)%
Income tax (expense) benefit	(1,726		)	(2,311		)	585			25.3	%
NET INCOME (LOSS)	239			3,097			(2,858		)	(92.3	)%
(Income) loss from consolidated entities attributable to noncontrolling interests	294			291			3			1.0	%
Net (income) loss attributable to redeemable noncontrolling interests	289			(151		)	440			291.4	%
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	822			3,237			(2,415		)	(74.6	)%
Preferred dividends	(5,583		)	—			(5,583		)
Amortization of preferred stock discount	(975		)	—			(975		)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(5,736	)	$	3,237		$	(8,973	)	(277.2	)%

Net Income (Loss) Attributable to Common Stockholders. Net income (loss) attributable to common stockholders changed $9.0 million, or 277.2%, to $5.7 million for the six months ended June 30, 2019 (“the 2019 period”) compared to the six months ended June 30, 2018 (“the 2018 period”) as a result of the factors discussed below.

Total Revenue. Total revenue increased by $23.8 million, or 23.1%, to $126.8 million for the 2019 period compared to the 2018 period due to the following (in thousands):



	Six Months Ended June 30,				Favorable (Unfavorable)
	2019		2018		$ Change			% Change
Advisory services revenue:
Base advisory fee ⁽¹⁾	$	21,812	$	21,885	$	(73	)	(0.3	)%
Incentive advisory fee ⁽²⁾	339		904		(565		)	(62.5	)%
Reimbursable expenses ⁽³⁾	5,729		4,445		1,284			28.9	%
Non-cash stock/unit-based compensation ⁽⁴⁾	12,269		19,610		(7,341		)	(37.4	)%
Other advisory revenue ⁽⁵⁾	258		258		—			—	%
Total advisory services revenue ⁽¹³⁾	40,407		47,102		(6,695		)	(14.2	)%

Audio visual revenue ⁽⁶⁾	61,102		46,686		14,416			30.9	%

Project management revenue ⁽⁷⁾	15,490		—		15,490

Other revenue:

Investment management reimbursements ^{(8) (13)}	695		511		184			36.0	%
Debt placement fees ⁽⁹⁾	1,433		5,591		(4,158		)	(74.4	)%
Claims management services ^{(10) (13)}	96		105		(9		)	(8.6	)%
Lease revenue ^{(11) (13)}	2,059		503		1,556			309.3	%
Other services ⁽¹²⁾	5,504		2,481		3,023			121.8	%
Total other revenue	9,787		9,191		596			6.5	%

Total revenue	$	126,786	$	102,979	$	23,807		23.1	%

REVENUE BY SEGMENT ⁽¹⁴⁾
REIT advisory	$	43,257	$	48,221	$	(4,964	)	(10.3	)%
Premier	15,490		—		15,490
JSAV	61,102		46,686		14,416			30.9	%
OpenKey	451		472		(21		)	(4.4	)%
Corporate and other	6,486		7,600		(1,114		)	(14.7	)%
Total revenue	$	126,786	$	102,979	$	23,807		23.1	%

________


⁽¹⁾	The decrease in base advisory fee is due to lower revenue of $1.0 million from Ashford Trust and higher revenue of $933,000 from Braemar.

⁽²⁾

The decrease in incentive advisory fee is due to lower revenue of $904,000 from Ashford Trust, partially offset by higher revenue of $339,000 from Braemar. The $339,000 of incentive advisory fee recognized in the 2019 period includes the pro-rata portion of the second year installment of the Braemar 2018 incentive advisory fee which will be paid in January 2020. The incentive advisory fee for the 2018 period includes the pro-rata portion of the third year installment of the Ashford Trust 2016 incentive advisory fee in the amount of $904,000, which was paid in January 2019. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in our advisory agreements. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2018 and 2017 measurement periods. Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods.


⁽³⁾	The increase in reimbursable expenses revenue is due to higher revenue of $1.2 million from Ashford Trust and higher revenue of $111,000 from Braemar. Reimbursable expenses include overhead, internal audit, risk management advisory and asset

management services. During the six months ended June 30, 2019, we recognized income from reimbursable expenses related to software implementation costs from Ashford Trust and Braemar of $1.1 million and $80,000, respectively. During the six months ended June 30, 2018, we recognized income from reimbursable expenses related to software implementation costs from Ashford Trust and Braemar of $586,000 and $44,000, respectively. See note 15 to our condensed consolidated financial statements.

⁽⁴⁾

The decrease in non-cash stock/unit-based compensation revenue is due to lower revenue of $6.8 million from Ashford Trust and lower revenue of $493,000 from Braemar. Non-cash stock/unit-based compensation revenue is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. for which we recorded an offsetting expense in an equal amount included in “salaries and benefits.” During the 2018 period, $6.7 million of non-cash stock/unit-based compensation revenue, including $4.5 million and $2.2 million from Ashford Trust and Braemar, respectively, related to accelerated vesting, in accordance with the terms of the awards, as a result of the death of an executive in March 2018.

⁽⁵⁾


⁽⁶⁾	The $14.4 million increase in audio visual revenue is due to the growth of JSAV and JSAV’s acquisition of BAV in March 2019.


⁽⁷⁾	The increase in project management revenue is due to our acquisition of Premier in August 2018.


⁽⁸⁾	The increase in investment management reimbursements is due to higher revenue of $184,000 from Ashford Trust. Investment management reimbursements include AIM’s management of Ashford Trust’s excess cash under the Investment Management Agreement executed in 2017. AIM is not compensated for its services but is reimbursed for all costs and expenses.


⁽⁹⁾	The decrease in debt placement fee revenue is due to lower revenue of $3.4 million from Ashford Trust and lower revenue of $725,000 from Braemar. Debt placement fees are earned by Lismore for providing debt placement services.


⁽¹⁰⁾	Claims management services include revenues earned from providing insurance claim assessment and administration services.

⁽¹¹⁾


⁽¹²⁾	The increase in other services revenue is due to higher revenue of $189,000 from Ashford Trust, higher revenue of $129,000 from Braemar and higher revenue of $2.7 million from third parties. Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and other third parties.


⁽¹³⁾	Indicates REIT advisory revenue.


⁽¹⁴⁾	See note 17 for discussion of segment reporting.

Salaries and Benefits Expense. Salaries and benefits expense decreased by $1.4 million, or 3.2%, to $40.9 million for the 2019 period compared to the 2018 period. The change in salaries and benefits expense consisted of the following (in thousands):



	Six Months Ended June 30,
	2019			2018			$ Change
Cash salaries and benefits:
Salary expense	$	17,696		$	12,022		$	5,674
Bonus expense	6,755			7,549			(794		)
Benefits related expenses	3,923			3,186			737
Total cash salaries and benefits ⁽¹⁾	28,374			22,757			5,617
Non-cash equity-based compensation:
Stock option grants ⁽²⁾	4,188			5,674			(1,486		)
Ashford Trust & Braemar equity grants ⁽³⁾	12,372			19,610			(7,238		)
Total non-cash equity-based compensation	16,560			25,284			(8,724		)
Non-cash (gain) loss in deferred compensation plan ⁽⁴⁾	(4,077		)	(5,814		)	1,737
Total salaries and benefits	$	40,857		$	42,227		$	(1,370	)

________

⁽¹⁾

The change in cash salaries and benefits expense is primarily due to fluctuations in the number of employees, salary and bonus awards, group insurance costs, payroll taxes and employee participation in the benefits offered. Cash salaries and benefits recorded in the 2018 period included $1.3 million of severance costs and $716,000 of additional bonus expense recorded upon receiving approval from the board of directors in the first quarter of 2018.


⁽²⁾	The decrease is primarily due to $2.5 million of expense related to the accelerated vesting of stock option awards upon the death of one of our executive officers in March of 2018, in accordance with the terms of the awards, partially offset by forfeitures. See notes 2, 13 and 15 to our condensed consolidated financial statements.

⁽³⁾

Equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units are awarded to our officers and employees as part of our advisory agreements with each company, for which we record offsetting revenue in an equal amount. The decrease is primarily attributable to $6.7 million of compensation expense related to the accelerated vesting of equity awards upon the death of one of our executive officers in March of 2018, in accordance with the terms of the awards, partially offset by an increase in the fair value of equity grants. See notes 2 and 13 to our condensed consolidated financial statements.


⁽⁴⁾	The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The gains in the 2019 period and the 2018 period are primarily attributable to decreases in the fair value of the DCP obligation. See note 14 to our condensed consolidated financial statements.

Cost of Revenues for Audio Visual. Cost of revenues for audio visual was $43.7 million during the 2019 period compared to $33.6 million for the 2018 period, due to the growth of JSAV and JSAV’s acquisition of BAV in March 2019.

Cost of Revenues for Project Management. Cost of revenues for project management was $5.5 million during the 2019 period compared to $0 for the 2018 period, due to costs associated with project management revenues from the acquisition of Premier in August 2018.

Depreciation and Amortization Expense. Depreciation and amortization expense increased by $7.2 million, or 323.7%, to $9.5 million for the 2019 period compared to the 2018 period, primarily as a result of $5.5 million in amortization related to the acquisition of Premier’s definite-lived intangible assets in August of 2018 and $1.6 million depreciation related to ERFP assets. See note 4 to our condensed consolidated financial statements. Depreciation and amortization expense for the 2019 period and the 2018 period excludes depreciation expense related to audio visual equipment of $2.2 million and $1.3 million, respectively, which is included in “cost of revenues for audio visual” and also excludes depreciation expense for the 2019 period related to marine vessels and other vehicles in the amount of $149,000 and $14,000, respectively, which is included in “other” operating expense.

General and Administrative Expense. General and administrative expenses increased by $3.9 million, or 25.5%, to $19.4 million for the 2019 period compared to the 2018 period. The change in general and administrative expense consisted of the following (in thousands):



	Six Months Ended June 30,
	2019		2018		$ Change
Professional fees⁽¹⁾	$	7,484	$	6,981	$	503
Office expense⁽²⁾	5,338		4,160		1,178
Public company costs	558		531		27
Director costs	1,122		885		237
Travel and other expense⁽³⁾	4,240		2,818		1,422
Non-capitalizable - software costs	608		45		563
Total general and administrative	$	19,350	$	15,420	$	3,930

________


⁽¹⁾	The increase in expense is primarily due to increases in legal fees and transaction costs related to the acquisition of the Hotel Management business of Remington offset by a decrease in similar expenses related to the acquisition of Premier in August of 2018.


²⁾	The increase in expense is primarily due to increased rent expense from our acquisition of Premier in August of 2018.


³⁾	The increase in expense is due to our acquisition of Premier in August of 2018 and increased investments in JSAV and RED. See notes 4 and 18 to our condensed consolidated financial statements.

Impairment. Impairment of capitalized software implementation costs was $0 during the 2019 period compared to $1.9 million for the 2018 period. The impairment in 2018 was recognized upon determination that a portion of capitalized software that was not eligible for reimbursement would not be placed into service. See notes 2 and 15 to our condensed consolidated financial statements.

Other. Other operating expense was $4.5 million and $1.7 million for the 2019 period and the 2018 period, respectively. Other operating expense includes cost of goods sold and royalties associated with OpenKey, RED, and Pure Wellness as well as $1.6 million in expense from the changes in the fair value of contingent consideration related to JSAV’s acquisition of BAV in March 2019. See notes 4 and 8 to our condensed consolidated financial statements.

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in loss of unconsolidated entities changed $573,000 for the 2019 period due to our investment in REA Holdings in January of 2019. See notes 1 and 2 to our condensed consolidated financial statements.

Interest Expense. Interest expense was $742,000 and $304,000 for the 2019 period and the 2018 period, respectively, related to the notes payable, lines of credit and capital leases held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.

Amortization of Loan Costs. Amortization of loan costs was $139,000 and $47,000 for the 2019 period and the 2018 period, respectively, related to the notes payable and lines of credit held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.

Interest Income. Interest income was $29,000 and $185,000 for the 2019 period and the 2018 period, respectively.

Other Income (Expense). Other expense was $95,000 and $260,000 in the 2019 period and the 2018 period, respectively.

Income Tax (Expense) Benefit. Income tax expense decreased by $585,000, from $2.3 million expense in the 2018 period to $1.7 million expense in the 2019 period. Current tax expense decreased by $829,000, from $2.3 million in the 2018 period to $1.5 million in the 2019 period, mainly due to an increase in tax depreciation taken on purchases of furniture, fixtures and equipment under the Ashford Trust and Braemar ERFP Agreements. Deferred tax expense increased by $244,000 from $0 in the 2018 period to $244,000 in the 2019 period. The 2018 period did not record any deferred expense due to the April 2017 legal entity restructuring of the Company, as a result of which, a full valuation allowance was established. In the third quarter of 2018, the valuation allowance was released due to the acquisition of Premier.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. The noncontrolling interests in consolidated entities were allocated a loss of $294,000 in the 2019 period and a loss of $291,000 in the 2018 period. See notes 2,

11 and 15 to our condensed consolidated financial statements for more details regarding ownership interests, carrying values and allocations.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests. The redeemable noncontrolling interests were allocated a loss of $289,000 in the 2019 period and income of $151,000 in the 2018 period. Redeemable noncontrolling interests represented ownership interests in Ashford Holdings and certain of our consolidated subsidiaries. See note 1 to our condensed consolidated financial statements. For a summary of ownership interests, carrying values and allocations, see notes 2, 12, and 15 to our condensed consolidated financial statements.

Preferred Dividends. The preferred dividends increased $5.6 million from the 2018 period due to issuance of Series B Convertible Preferred Stock in the acquisition of Premier in August 2018.

Amortization of Preferred Stock Discount. The amortization of preferred stock discount dividends increased $975,000 from the 2018 period due to the discount on the Series B Convertible Preferred Stock issued to acquire Premier in August 2018.

LIQUIDITY AND CAPITAL RESOURCES

Our short-term liquidity requirements consist primarily of funds necessary to pay for operating expenses primarily attributable to paying our employees as well as funding our ERFP Commitments and dividends on preferred stock. We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our revolving credit facility, which we believe will provide sufficient liquidity to meet our existing non-discretionary obligations and anticipated ordinary course operating expenses for at least the next twelve months.

Our long-term liquidity requirements consist primarily of funds necessary to pay for operating expenses attributable to paying our employees, investments to grow our business, funding our ERFP Commitments, paying dividends on preferred stock and certain subsidiary financing transactions. We expect to meet our long-term liquidity requirements through various sources of capital, including net cash provided by operations, future equity issuances and availability under our revolving credit facilities.



	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	—			(1,420		)	(1,420		)
ERFP Commitments remaining at June 30, 2019 ⁽¹⁾	$	20,811		$	48,580		$	69,391



	Ashford Trust		Braemar		Total
Unfunded ERFP Commitments for hotels acquired by REITs:
Embassy Suites New York Manhattan Times Square	$	11,411	$	—	$	11,411
Ritz-Carlton, Lake Tahoe⁽²⁾	—		8,880		8,880
Unfunded ERFP Commitments at June 30, 2019	$	11,411	$	8,880	$	20,291

________

⁽¹⁾See note 10.

⁽²⁾The $8.9 million unfunded ERFP Commitment related to Ritz-Carlton, Lake Tahoe as of June 30, 2019 was funded subsequent to the end of the quarter on July 3, 2019.

Other liquidity considerations—On December 5, 2017, the Board of Directors of Ashford Inc. approved a stock repurchase program (the “Repurchase Program”) pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share having an aggregate value of up to $20 million. No shares were repurchased during the six months ended June 30, 2019 or 2018.

The Company has a $35.0 million senior revolving credit facility with Bank of America, N.A. There is a one-year extension option subject to the satisfaction of certain conditions. The credit facility includes the opportunity to expand the borrowing capacity by up to $40.0 million to an aggregate amount of $75.0 million, subject to certain conditions. Under the senior revolving credit facility, Ashford Inc. is required to maintain consolidated net worth not less than 75% of the consolidated net worth as of December 31, 2017, plus 75% of the net equity proceeds of any future equity issuances by Ashford Inc.

Certain segments of our business are capital intensive and may require additional financing from time to time. Any additional financings, if and when pursued, may not be available on favorable terms or at all, which could have a negative impact on our liquidity and capital resources. Aggregate subsidiary notes payable, net was $24.9 million and $17.8 million as of June 30, 2019 and December 31, 2018, respectively. As of June 30, 2019, our subsidiaries were in compliance with all financial debt covenants. For further discussion see note 6 to our condensed consolidated financial statements.

Sources and Uses of Cash

As of June 30, 2019 and December 31, 2018, we had $40.0 million and $51.5 million of cash and cash equivalents, respectively, and $13.3 million and $7.9 million of restricted cash, respectively.

Net Cash Flows Provided by (Used in) Operating Activities. Operating activities provided net cash flows of $14.5 million and $12.3 million for the six months ended June 30, 2019 and 2018, respectively. The increase in cash flows provided by operating activities in the six months ended June 30, 2019, were due primarily to the timing of payments to vendors, the timing of operating subsidiaries’ receipt of revenues and an increase in earnings.

Net Cash Flows Provided by (Used in) Investing Activities. For the six months ended June 30, 2019, net cash flows used in investing activities were $25.5 million due to the acquisition of BAV Services for $4.3 million ($5.0 million cash consideration less working capital adjustments of approximately $700,000) and the $2.2 million investment in REA Holdings. Capital expenditures include $13.1 million and $1.4 million related to our ERFP agreements with Ashford Trust and Braemar, respectively, $3.7 million of audio visual equipment and FF&E, and $988,000 for RED marine vessels.

For the six months ended June 30, 2018, net cash flows used in investing activities were $8.2 million, which is attributable to purchases of furniture, fixtures and equipment, including audio visual equipment and computer software, of $4.5 million and $3.7 million in payments for assets related to RED.

Net Cash Flows Provided by (Used in) Financing Activities. For the six months ended June 30, 2019, net cash flows provided by financing activities were $4.9 million. These cash flows consisted of $7.3 million of proceeds from borrowings on notes payable, $989,000 of net borrowings on our revolving credit facilities, $455,000 of contributions from noncontrolling interests in a consolidated entity, and employee advances of $353,000 associated with tax withholdings for restricted stock vesting. These were offset by $2.8 million of payments for dividends on our preferred stock, $1.3 million of payments on notes payable and capital leases, $63,000 in distributions to non-controlling interests, and $41,000 of loan cost payments.

For the six months ended June 30, 2018, net cash flows provided by financing activities were $3.7 million. These cash flows consisted of $2.7 million of contributions from noncontrolling interests in a consolidated entity, $1.8 million of proceeds from borrowings on notes payable, $199,000 of net borrowings on the JSAV revolving credit facility, and employee advances of $45,000 associated with tax withholdings for restricted stock vestings, partially offset by $939,000 of payments on notes payable and capital leases, $14,000 in distributions to non-controlling interests, and $15,000 of loan cost payments.

Off-Balance Sheet Arrangements

In the normal course of business, we may form or invest in partnerships or joint ventures. We evaluate each partnership and joint venture to determine whether the entity is a VIE. If the entity is determined to be a VIE, we assess whether we are the primary beneficiary and need to consolidate the entity. For further discussion see notes 1 and 2 to our condensed consolidated financial statements.

Contractual Obligations and Commitments

There have been no material changes since December 31, 2018, outside the ordinary course of business, to contractual obligations and commitments included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2018 Form 10-K, except with respect to the Braemar ERFP Agreement described elsewhere in this MD&A in “Recent Developments.”

Critical Accounting Policies

Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2018 Form 10-K.

There have been no material changes in these critical accounting policies other than as discussed in note 2 to the condensed consolidated financial statements with respect to leases.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Our primary market risk exposures consist of changes in interest rates on borrowings under our debt instruments that bear interest at variable rates that fluctuate with market interest rates as well as foreign currency exchange rate risk.

Interest Rate Risk—At June 30, 2019, our total indebtedness of $25.1 million included $24.6 million of variable-rate debt. The impact on our results of operations of a 100 basis point change in interest rate on the outstanding balance of variable-rate debt at June 30, 2019, would be approximately $246,000 annually. Interest rate changes have no impact on the remaining $467,000 of fixed rate debt.

The amount above was determined based on the impact of a hypothetical interest rate on our borrowings and assumes no changes in our capital structure. As the information presented above includes only those exposures that existed at June 30, 2019, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates.

Foreign Exchange Risk—The majority of our revenues, expenses and capital purchases are transacted in U.S. dollars. We own a controlling interest in JSAV, which has operations in Mexico and the Dominican Republic, and therefore we have exposure with respect to exchange rate fluctuations. Exchange rate gains or losses related to foreign currency transactions are immaterial recognized as transaction gains or losses in our income statement as incurred. We have chosen not to hedge foreign exchange risks related to our foreign currency denominated earnings and cash flows through the use of financial instruments.


ITEM 4.	CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2019. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the evaluation date, our disclosure controls and procedures are effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

During the period ended June 30, 2019, we implemented controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new lease accounting standard on our financial statements to facilitate the adoption of the standard on January 1, 2019. Our subsidiaries have implemented procedures to support the accounting at each subsidiary and we have implemented processes and controls to review the subsidiary level output on a quarterly basis. Additionally, we have implemented tools to calculate and controls to review our accounting for leases at the corporate level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting during the fiscal quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

The Company is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the financial position or results of operations of the Company. However, the adjudication of legal proceedings is difficult to predict, and if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s financial position or results of operations could be materially adversely affected in future periods.


ITEM 1A.	RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. Because there is no way to determine in advance whether, or to what extent, any present uncertainty will ultimately impact our business, you should give equal weight to the risk factors contained therein and to the following:

The market price of the Company’s common stock may decline compared to the historical market price of the Company’s common stock as a result of the Company’s planned acquisition of the Hotel Management business of Remington.

The market price of the Company’s common stock could decline during the period between signing and closing of the Company’s planned acquisition of the Hotel Management business of Remington, a privately held company. On May 31, 2019, immediately before the merger between the Company and Ashford Merger Sub Inc., a Maryland corporation (the “Merger”), was publicly announced, the closing price of the Company’s common stock was $44.52, and on August 6, 2019, the closing price of the Company’s common stock was $29.95, representing a decline in the price of the common stock of approximately 32.7%. Such declines in the value of the Company’s common stock may continue, including as a result of Ashford Trust’s and Braemar’s anticipated divestiture of the 793,043 shares of common stock in the Company they collectively own, which is a condition to the closing of the Company’s planned acquisition of the Hotel Management business of Remington and which shares represent, in the aggregate, approximately 30.3% of the Company’s shares outstanding as of August 6, 2019. In the twenty trading days prior to and including August 6, 2019, an average of 12,669 of the Company’s shares were traded on a daily basis. In light of the historical trading volume of the Company’s shares, sales of shares by Ashford Trust or Braemar (or sales by holders who receive such shares from Ashford Trust or Braemar, including if such shares are distributed to Ashford Trust’s or Braemar’s stockholders on a pro rata basis) could cause the price of the Company’s shares to decline.

In addition, the market price of the Company’s common stock (prior to the closing of the Merger) may decline compared to the historical market price of the Company’s common stock as a result of the Company’s planned acquisition of the Hotel Management business of Remington if the Company is not perceived as likely to, or does not, achieve the benefits of the transactions as rapidly or to the extent anticipated by the Company or by financial or industry analysts, or the effect of the transactions on the Company’s financial results is not consistent with the expectations of the Company or the financial or industry analysts. While it is intended that the acquisition of the Hotel Management business of Remington will be accretive to our performance metrics (including after taking into account the possible conversion of the Series D Convertible Preferred Stock into our common stock), there can be no assurance that this will be the case, since, among other things, the expenses we have incurred as a result of the acquisition may be higher than we anticipated and revenue from the Hotel Management business may decrease in the near-term and/or long-term. The failure of the acquisition to be accretive to the Company's stockholders could have a material adverse effect on the Company's business, financial condition, and results of operations.

In addition, the risks associated with implementing the Company’s long-term business plan and strategy following the Company’s planned acquisition of the Hotel Management business of Remington may be different from the risks related to the Company’s existing business and the trading price of the Company’s common stock could be adversely affected.

Sales of substantial amounts of the Company’s common stock in the public markets, or the perception that they might occur, including as a result of the divestiture of the Company’s common stock by Ashford Trust and Braemar in connection with the Company’s planned acquisition of the Hotel Management business of Remington or when the transfer restrictions under the Investor Rights Agreement end in 2023, could cause the market price of the Company’s common stock to decline.

As a closing condition to the Company’s planned acquisition of the Hotel Management business of Remington, Ashford Trust and Braemar will each need to divest their respective holdings of the Company’s common stock. If Ashford Trust and Braemar sell their shares in the Company (or if holders who receive such shares from Ashford Trust and Braemar sell such shares, including if such shares are distributed to Ashford Trust’s or Braemar’s stockholders on a pro rata basis), such sales could cause the Company’s common stock to decline. As of August 6, 2019, Ashford Trust and Braemar collectively own 793,043 shares of common stock in the Company. If both Ashford Trust and Braemar divest themselves of their holdings in the Company’s common stock, this would result in 30.3% of the Company’s common stock being distributed prior to the closing of the Merger. If Ashford Trust and Braemar decide to spin-off their holdings of the Company’s common stock to their stockholders, it is possible that some of those stockholders would decide to sell their shares of the Company’s common stock on the public market, which could result in a significant decline in price before the closing of the Merger. In the twenty trading days prior to and including August 6, 2019, an average of 12,669 of the Company’s shares were traded on a daily basis. In light of the historical trading volume of the Company’s shares, sales of shares by Ashford Trust and Braemar (or sales by holders who receive such shares from Ashford Trust or Braemar) could cause the price of the Company’s shares to decline.

In addition, secondary sales of a substantial number of shares of the Company’s common stock (prior to the closing of the Merger) into the public market, or the perception that these sales might occur, could cause the market price of the Company’s common stock to decline and may make it more difficult for you to sell your common stock at a time and price that you deem appropriate. Pursuant to the Investor Rights Agreement (as amended by the First Amendment to the Combination Agreement, dated July 17, 2019) among the Bennetts and certain other parties, for five years after the closing of the Company’s planned acquisition of the Hotel Management business of Remington, each of the Covered Investors (as defined in the Investor Rights Agreement) is prohibited from selling or otherwise transferring the Company’s common stock or Series D Convertible Preferred Stock to any person that is or would become, together with such person’s affiliates and associates, a beneficial owner of 10% or more of the shares of the Company’s common stock, considering the Series D Convertible Preferred Stock on an as-converted basis, subject to specified exceptions. After such transfer restrictions expire, all of the shares of the Company’s common stock or Series D Convertible Preferred Stock owned by the Covered Investors will be eligible for sale in the public market, subject to compliance with applicable regulatory limitations.

The market price of the Company’s common stock could decline as a result of the sale of a substantial number of shares of the Company’s common stock in the public market, the availability of shares of the Company’s common stock for sale, or the perception in the market that the holders of a large number of shares of the Company’s common stock intend to sell.

Our investments in acquisition targets may not be as accretive to our common shareholders as expected due to unfavorable post-acquisition settlement of earn-outs, contingent consideration or stock consideration collar features as a result of undervalued common stock.

From time to time, we may acquire interests in other businesses for strategic reasons or to take advantage of limited market opportunities. The timing of those acquisitions may not be within our control and we may use our common stock as consideration in an acquisition at a time when we believe our common stock is undervalued which is dilutive to our existing shareholders. In addition, a percentage of consideration in acquisition transactions often consists of earn-outs, holdbacks, escrows and other contingent consideration, some of which may cause the Company to pay additional consideration; in times of economic uncertainty, a greater percentage of acquisition consideration tends to be contingent. Accordingly, our investments in acquisition targets may not be as accretive to our common shareholders as expected because the value we actually realize may ultimately be lower than the carrying value currently reflected in our consolidated financial statements and/or the expectations of our investors or securities analysts.

Any failure by our international operations to comply with anti-corruption laws or trade sanctions could increase our costs, reduce our profits, limit our growth, harm our reputation, or subject us to broader liability.

We are subject to restrictions imposed by the U.S. Foreign Corrupt Practices Act and anti-corruption laws and regulations of other countries applicable to our operations. Anti-corruption laws and regulations generally prohibit companies and their intermediaries from making certain payments to government officials or other persons in order to influence official acts or decisions or to obtain or retain business. These laws also require us to maintain adequate internal controls and accurate books and records. We conduct operations in parts of the world where corruption is common, and our compliance with anti-corruption laws may potentially conflict with local customs and practices. The compliance programs, internal controls and policies we maintain and enforce to promote compliance with applicable anti-bribery and anti-corruption laws may not prevent our associates, contractors

or agents from acting in ways prohibited by these laws and regulations. We are also subject to trade sanctions administered by the U.S. Office of Foreign Assets Control and the U.S. Department of Commerce, and authorities in other countries where we do business. Our compliance programs and internal controls also may not prevent conduct that is prohibited under these rules. The U.S. or other countries may impose additional sanctions at any time against any country in which or with whom we do business. Depending on the nature of the sanctions imposed, our operations in the relevant country could be restricted or otherwise adversely affected. Any violations of anti-corruption laws and regulations or trade sanctions could result in significant civil and criminal penalties, reduce our profits, disrupt or have a material adverse effect on our business, damage our reputation, or result in lawsuits being brought against the Company or its officers or directors. In addition, the operation of these laws or an imposition of further restrictions in these areas could increase our cost of operations, reduce our profits or cause us to forgo development opportunities, or cease operations in certain countries, that would otherwise support growth.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer

None.


ITEM 3.	DEFAULT UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

None.


ITEM 5.	OTHER INFORMATION

None.


ITEM 6.	EXHIBITS



Exhibit	Description
2.1	Combination Agreement, dated as of May 31, 2019, between Monty J. Bennett, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, MJB Investments, LP, Ashford Inc., James L. Cowen, Jeremy J. Welter, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of Form 8-K, filed on June 3, 2019) (File No. 001-36400)
2.2	First Amendment to Combination Agreement, dated as of July 17, 2019, between Monty J. Bennett, Archie Bennett, Jr., Remington Holdings, L.P., Remington Holdings GP, LLC, MJB Investments, LP, Ashford Inc., James L. Cowen, Jeremy J. Welter, Ashford Nevada Holding Corp. and Ashford Merger Sub Inc. (incorporated by reference to Exhibit 2.2 of Form 8-K, filed on July 19, 2019) (File No. 001-36400)
3.1	Amended and Restated Articles of Incorporation of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.2	Ashford Inc. Articles of Amendment (incorporated by reference to Exhibit 3.2 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.3	Articles Supplementary of establishing the Series B Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.3 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.4	Articles Supplementary establishing the Series C Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.5	Amended and Restated Bylaws of Ashford Inc. (incorporated by reference to Exhibit 3.5 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
31.1*	Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended
31.2*	Certifications of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Form of Merger Agreement and Registration Rights Agreement (incorporated by reference to Exhibit 99.1 of Form 8-K, filed on June 3, 2019) (File No. 001-36400)
99.2	Form of Certificate of Designation of the Series D Convertible Preferred Stock of Ashford Nevada Holding Corp. (incorporated by reference to Exhibit 99.2 of Form 8-K, filed on June 3, 2019) (File No. 001-36400)
99.3	Form of Investor Rights Agreement (incorporated by reference to Exhibit 99.3 of Form 8-K, filed on June 3, 2019 as amended by the First Amendment to the Combination Agreement, dated as of July 17, 2019, filed as Exhibit 2.2 of Form 8-K/A, filed on July 19, 2019) (File No. 001-36400)
99.4	Form of Non-Competition Agreement (incorporated by reference to Exhibit 99.4 of Form 8-K, filed on June 3, 2019) (File No. 001-36400)
99.5	Form of Transition Cost Sharing Agreement (incorporated by reference to Exhibit 99.5 of Form 8-K, filed on June 3, 2019) (File No. 001-36400)
The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2019, are formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) Condensed Consolidated Statements of Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

101.INS	XBRL Instance Document	Submitted electronically with this report.
101.SCH	XBRL Taxonomy Extension Schema Document	Submitted electronically with this report.
101.CAL	XBRL Taxonomy Calculation Linkbase Document	Submitted electronically with this report.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically with this report.
101.LAB	XBRL Taxonomy Label Linkbase Document.	Submitted electronically with this report.
101.PRE	XBRL Taxonomy Presentation Linkbase Document.	Submitted electronically with this report.

___________________________________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ASHFORD INC.



Date:	August 8, 2019	By:	/s/ MONTY J. BENNETT
			Monty J. Bennett
			Chief Executive Officer

Date:	August 8, 2019	By:	/s/ DERIC S. EUBANKS
			Deric S. Eubanks
			Chief Financial Officer