Ashford Inc. - Quarter Report: 2022 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2022


☐			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)


Nevada						84-2331507
(State or other jurisdiction of incorporation or organization)						(IRS employer identification number)

14185 Dallas Parkway
Suite 1200
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	☐

Non-accelerated filer	☑	Smaller reporting company	☑

		Emerging growth company	☐

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. ¨

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

Preferred Stock Purchase Rights

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, $0.001 par value per share						3,115,061
(Class)						Outstanding at November 7, 2022

ASHFORD INC.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of September 30 , 2022 and December 31, 2021			2
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021			3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2022 and 2021			4
Condensed Consolidated Statements of Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021			5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021			7
Notes to Condensed Consolidated Financial Statements			9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			53
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			74
ITEM 4. CONTROLS AND PROCEDURES			75
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			76
ITEM 1A. RISK FACTORS			76
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			79
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			79
ITEM 4. MINE SAFETY DISCLOSURES			79
ITEM 5. OTHER INFORMATION			80
ITEM 6. EXHIBITS			81
SIGNATURES			83

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)


	September 30, 2022		December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	44,071	$	37,571
Restricted cash	37,114		34,878
Restricted investment	348		576

Accounts receivable, net	19,458		10,502
Due from affiliates	256		165
Due from Ashford Trust	4,483		2,575
Due from Braemar	9,562		1,144

Inventories	1,853		1,555
Prepaid expenses and other	5,760		9,490

Total current assets	122,905		98,456
Investments in unconsolidated entities	3,941		3,581
Property and equipment, net	81,471		83,566
Operating lease right-of-use assets	24,800		26,975

Goodwill	58,675		56,622
Intangible assets, net	233,031		244,726
Other assets, net	376		870
Total assets	$	525,199	$	514,796
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	47,751	$	39,897
Dividends payable	26,777		34,574
Due to affiliates	236		—



Deferred income	426		2,937

Notes payable, net	5,046		6,725
Finance lease liabilities	2,441		1,065
Operating lease liabilities	3,880		3,628
Other liabilities	26,644		25,899
Total current liabilities	113,201		114,725

Deferred income	7,537		7,968
Deferred tax liability, net	28,516		32,848
Deferred compensation plan	2,759		3,326
Notes payable, net	88,961		52,669
Finance lease liabilities	41,915		43,479
Operating lease liabilities	21,041		23,477
Other liabilities	2,876		—
Total liabilities	306,806		278,492
Commitments and contingencies (note 10)
MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021	478,000		478,000
Redeemable noncontrolling interests	1,732		69
EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,182,033 and 3,072,688 shares issued and 3,115,061 and 3,023,002 shares outstanding at September 30, 2022 and December 31, 2021, respectively	3		3
Additional paid-in capital	297,069		294,395
Accumulated deficit	(557,635)		(534,999)
Accumulated other comprehensive income (loss)	(471)		(1,206)
Treasury stock, at cost, 66,972 and 49,686 shares at September 30, 2022 and December 31, 2021, respectively	(877)		(596)
Total equity (deficit) of the Company	(261,911)		(242,403)
Noncontrolling interests in consolidated entities	572		638
Total equity (deficit)	(261,339)		(241,765)
Total liabilities, mezzanine equity and equity (deficit)	$	525,199	$	514,796

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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
REVENUE
Advisory services fees	$	12,255	$	10,143	$	36,026	$	30,132
Hotel management fees	12,876		7,750		33,474		18,737
Design and construction fees	6,276		2,202		15,538		5,611
Audio visual	26,159		15,108		87,101		28,170
Other	10,391		13,104		33,902		35,899
Cost reimbursement revenue	96,651		59,879		259,979		137,417
Total revenues	164,608		108,186		466,020		255,966
EXPENSES
Salaries and benefits	21,328		13,793		54,776		46,961
Cost of revenues for design and construction	1,789		1,032		5,905		2,812
Cost of revenues for audio visual	19,884		11,353		61,042		22,611
Depreciation and amortization	8,096		8,056		23,740		24,454
General and administrative	8,390		7,585		25,926		19,444
Impairment	—		1,160		—		1,160
Other	5,750		4,758		16,886		13,428
Reimbursed expenses	96,576		59,822		259,665		137,154
Total expenses	161,813		107,559		447,940		268,024
OPERATING INCOME (LOSS)	2,795		627		18,080		(12,058)
Equity in earnings (loss) of unconsolidated entities	(147)		12		110		(160)


Interest expense	(2,966)		(1,290)		(6,781)		(3,845)
Amortization of loan costs	(219)		(78)		(524)		(209)
Interest income	76		72		195		207


Realized gain (loss) on investments	(3)		370		(74)		(3)

Other income (expense)	(22)		29		(134)		(256)
INCOME (LOSS) BEFORE INCOME TAXES	(486)		(258)		10,872		(16,324)
Income tax (expense) benefit	(617)		(98)		(5,971)		1,550
NET INCOME (LOSS)	(1,103)		(356)		4,901		(14,774)
(Income) loss from consolidated entities attributable to noncontrolling interests	272		180		830		509
Net (income) loss attributable to redeemable noncontrolling interests	(158)		13		(290)		208
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(989)		(163)		5,441		(14,057)
Preferred dividends, declared and undeclared	(9,029)		(8,762)		(27,422)		(26,001)

Amortization of preferred stock discount	—		(306)		—		(933)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(10,018)	$	(9,231)	$	(21,981)	$	(40,991)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders	$	(3.38)	$	(3.31)	$	(7.59)	$	(14.93)
Weighted average common shares outstanding - basic	2,960		2,785		2,895		2,746
Diluted:
Net income (loss) attributable to common stockholders	$	(3.38)	$	(3.64)	$	(7.64)	$	(14.93)
Weighted average common shares outstanding - diluted	2,960		2,982		2,960		2,746

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

NET INCOME (LOSS)	$	(1,103)	$	(356)	$	4,901	$	(14,774)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation adjustment	(214)		(8)		96		96
Unrealized gain (loss) on restricted investment	—		(600)		—		(350)
Less reclassification for realized (gain) loss on restricted investment included in net income	—		5		—		378
COMPREHENSIVE INCOME (LOSS)	(1,317)		(959)		4,997		(14,650)
Comprehensive (income) loss attributable to noncontrolling interests	272		180		830		509
Comprehensive (income) loss attributable to redeemable noncontrolling interests	(158)		13		(290)		208
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	(1,203)	$	(766)	$	5,537	$	(13,933)

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(unaudited, in thousands)


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount								Shares	Amount						Shares	Amount
Balance at June 30, 2022	3,116	$	3	$	295,461	$	(547,602)	$	(257)	(66)	$	(867)	$	459	$	(252,803)	19,120	$	478,000	$	1,509


Equity-based compensation	—	—		1,814		—		—		—	—		—		1,814		—	—		50

Forfeiture of restricted common shares	(1)	—		10		—		—		(1)	(10)		—		—		—	—		—












Dividends declared and undeclared - preferred stock	—	—		—		(9,029)		—		—	—		—		(9,029)		—	—		—


Employee advances	—	—		6		—		—		—	—		—		6		—	—		—



Contributions from noncontrolling interests	—	—		—		—		—		—	—		163		163		—	—		—
Reallocation of carrying value	—	—		(222)		—		—		—	—		222		—		—	—		—
Redemption value adjustment	—	—		—		(15)		—		—	—		—		(15)		—	—		15

Foreign currency translation adjustment	—	—		—		—		(214)		—	—		—		(214)		—	—		—






Net income (loss)	—	—		—		(989)		—		—	—		(272)		(1,261)		—	—		158
Balance at September 30, 2022	3,115	$	3	$	297,069	$	(557,635)	$	(471)	(67)	$	(877)	$	572	$	(261,339)	19,120	$	478,000	$	1,732


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount								Shares	Amount						Shares	Amount
Balance at December 31, 2021	3,023	$	3	$	294,395	$	(534,999)	$	(1,206)	(49)	$	(596)	$	638	$	(241,765)	19,120	$	478,000	$	69


Equity-based compensation	110	—		3,354		—		—		—	—		—		3,354		—	—		112

Forfeiture of restricted common shares	(3)	—		40		—		—		(3)	(40)		—		—		—	—		—
Purchase of treasury stock	(15)	—		—		—		—		(15)	(241)		—		(241)		—	—		—




Acquisition of Chesapeake	—	—		—		—		—		—	—		—		—		—	—		1,390






Dividends declared and undeclared - preferred stock	—	—		—		(27,422)		—		—	—		—		(27,422)		—	—		—


Employee advances	—	—		(251)		—		—		—	—		—		(251)		—	—		—



Contributions from noncontrolling interests	—	—		—		—		—		—	—		327		327		—	—		—
Reallocation of carrying value	—	—		(469)		—		—		—	—		469		—		—	—		—
Redemption value adjustment	—	—		—		(16)		—		—	—		—		(16)		—	—		16
Distributions to consolidated noncontrolling interests	—	—		—		—		—		—	—		(32)		(32)		—	—		(145)
Foreign currency translation adjustment	—	—		—		—		96		—	—		—		96		—	—		—





Other	—	—		—		(639)		639		—	—		—		—		—	—		—
Net income (loss)	—	—		—		5,441		—		—	—		(830)		4,611		—	—		290
Balance at September 30, 2022	3,115	$	3	$	297,069	$	(557,635)	$	(471)	(67)	$	(877)	$	572	$	(261,339)	19,120	$	478,000	$	1,732


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount								Shares	Amount						Shares	Amount
Balance at June 30, 2021	3,023	$	3	$	292,534	$	(520,787)	$	(429)	(48)	$	(582)	$	251	$	(229,010)	19,120	$	477,574	$	94


Equity-based compensation	—	—		868		—		—		—	—		—		868		—	—		—

Forfeiture of restricted common shares	(1)	—		9		—		—		(1)	(9)		—		—		—	—		—











Amortization of preferred stock discount	—	—		—		(306)		—		—	—		—		(306)		—	306		—
Dividends declared and undeclared - preferred stock	—	—		—		(8,762)		—		—	—		—		(8,762)		—	—		—

Deferred compensation plan distribution	1	—		13		—		—		—	—		—		13		—	—		—
Employee advances	—	—		141		—		—		—	—		—		141		—	—		—

Contributions from noncontrolling interests	—	—		—		—		—		—	—		367		367		—	—		—
Acquisition of noncontrolling interest in consolidated entities	—	—		(2)		5		—		—	—		—		3		—	—		—

Reallocation of carrying value	—	—		(1)		—		—		—	—		1		—		—	—		—
Redemption value adjustment	—	—		—		21		—		—	—		—		21		—	—		(21)

Foreign currency translation adjustment	—	—		—		—		(8)		—	—		—		(8)		—	—		—
Unrealized gain (loss) on available for sale securities	—	—		—		—		(600)		—	—		—		(600)		—	—		—
Reclassification for realized loss (gain) on available for sale securities	—	—		—		—		5		—	—		—		5		—	—		—




Net income (loss)	—	—		—		(163)		—		—	—		(180)		(343)		—	—		(13)


Balance at September 30, 2021	3,023	$	3	$	293,562	$	(529,992)	$	(1,032)	(49)	$	(591)	$	439	$	(237,611)	19,120	$	477,880	$	60


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock			Redeemable Noncontrolling Interests
	Shares	Amount								Shares	Amount						Shares	Amount
Balance at December 31, 2020	2,868	$	3	$	293,597	$	(491,483)	$	(1,156)	(32)	$	(438)	$	(121)	$	(199,598)	19,120	$	476,947	$	1,834


Equity-based compensation	169	—		3,395		—		—		—	—		3		3,398		—	—		—

Forfeiture of restricted common shares	(3)	—		32		—		—		(3)	(32)		—		—		—	—		—
Purchase of treasury stock	(14)	—		—		—		—		(14)	(121)		—		(121)		—	—		—










Amortization of preferred stock discount	—	—		—		(933)		—		—	—		—		(933)		—	933		—
Dividends declared and undeclared - preferred stock	—	—		—		(26,001)		—		—	—		—		(26,001)		—	—		—

Deferred compensation plan distribution	3	—		39		—		—		—	—		—		39		—	—		—
Employee advances	—	—		190		—		—		—	—		—		190		—	—		—

Contributions from noncontrolling interests	—	—		—		—		—		—	—		367		367		—	—		—
Acquisition of noncontrolling interest in consolidated entities	—	—		(3,317)		2,564		—		—	—		325		(428)		—	—		(1,648)

Reallocation of carrying value	—	—		(374)		—		—		—	—		374		—		—	—		—
Redemption value adjustment	—	—		—		(82)		—		—	—		—		(82)		—	—		82

Foreign currency translation adjustment	—	—		—		—		96		—	—		—		96		—	—		—
Unrealized gain (loss) on available for sale securities	—	—		—		—		(350)		—	—		—		(350)		—	—		—
Reclassification for realized loss (gain) on available for sale securities	—	—		—		—		378		—	—		—		378		—	—		—




Net income (loss)	—	—		—		(14,057)		—		—	—		(509)		(14,566)		—	—		(208)
Balance at September 30, 2021	3,023	$	3	$	293,562	$	(529,992)	$	(1,032)	(49)	$	(591)	$	439	$	(237,611)	19,120	$	477,880	$	60

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


	Nine Months Ended September 30,
	2022		2021
Cash Flows from Operating Activities
Net income (loss)	$	4,901	$	(14,774)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	28,431		28,942

Change in fair value of deferred compensation plan	(567)		1,190


Equity-based compensation	3,591		3,650
Equity in (earnings) loss in unconsolidated entities	(110)		160
Deferred tax expense (benefit)	(3,622)		(5,169)
Change in fair value of contingent consideration	300		23
Impairment	—		1,160
(Gain) loss on disposal of assets	837		1,321
Amortization of other assets	497		863
Amortization of loan costs	524		209
Realized loss on restricted investments	74		378


Other (gain) loss	70		(306)



Changes in operating assets and liabilities, exclusive of the effect of acquisitions:
Accounts receivable	(9,643)		(3,924)
Due from affiliates	(91)		(160)
Due from Ashford Trust	(1,908)		11,130
Due from Braemar	(8,418)		(274)
Inventories	(361)		(630)
Prepaid expenses and other	3,804		680
Investment in unconsolidated entities	150		68

Operating lease right-of-use assets	2,580		2,753
Other assets	(3)		38
Accounts payable and accrued expenses	7,627		(5,499)
Due to affiliates	232		(1,461)


Other liabilities	724		(3,338)
Operating lease liabilities	(2,589)		(2,760)
Deferred income	(2,943)		(1,908)

Net cash provided by (used in) operating activities	24,087		12,362
Cash Flows from Investing Activities


Additions to property and equipment	(5,146)		(3,394)
Proceeds from sale of property and equipment, net	418		2,205





Investment in unconsolidated entity	(400)		(250)
Acquisition of Chesapeake, net of cash acquired	(6,363)		—


Purchase of common stock of related parties	—		(873)
Acquisition of assets related to RED	(2,856)		(2,335)
Proceeds from sale of equity method investment	—		535
Proceeds from note receivable	1,380		—
Issuance of note receivable	—		(2,881)
Net cash provided by (used in) investing activities	(12,967)		(6,993)
			(Continued)


	Nine Months Ended September 30,
	2022		2021

Cash Flows from Financing Activities


Payments for dividends on preferred stock	(35,219)		(8,353)
Payments on revolving credit facilities	(2,910)		(620)
Borrowings on revolving credit facilities	1,092		469
Proceeds from notes payable	68,674		2,900
Payments on notes payable	(30,062)		(7,769)
Payments on finance lease liabilities	(918)		(255)
Payments of loan costs	(2,694)		(116)
Purchase of treasury stock	(241)		(121)
Employee advances	(251)		190




Contributions from noncontrolling interest	327		367
Distributions to noncontrolling interests in consolidated entities	(177)		—
Net cash provided by (used in) financing activities	(2,379)		(13,308)
Effect of foreign exchange rate changes on cash and cash equivalents	(5)		37
Net change in cash, cash equivalents and restricted cash	8,736		(7,902)
Cash, cash equivalents and restricted cash at beginning of period	72,449		82,666
Cash, cash equivalents and restricted cash at end of period	$	81,185	$	74,764

Supplemental Cash Flow Information
Interest paid	$	6,556	$	3,624
Income taxes paid (refunded), net	4,137		3,370
Supplemental Disclosure of Non-Cash Investing and Financing Activities





Acquisition of Chesapeake through issuance of Series CHP Units from our subsidiary Ashford Holdings	$	1,390	$	—




Acquisition related contingent consideration liability	1,670		—
Distribution from deferred compensation plan	—		39
Capital expenditures accrued but not paid	317		111







Finance lease additions	585		—



Acquisition of noncontrolling interest in consolidated entities with notes payable and common stock	—		2,127

Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	$	37,571	$	45,270
Restricted cash at beginning of period	34,878		37,396
Cash, cash equivalents and restricted cash at beginning of period	$	72,449	$	82,666

Cash and cash equivalents at end of period	$	44,071	$	40,210
Restricted cash at end of period	37,114		34,554
Cash, cash equivalents and restricted cash at end of period	$	81,185	$	74,764

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,” “we,” “us” or “our”) is a Nevada corporation that provides products and services primarily to clients in the hospitality industry, including Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Braemar Hotels & Resorts Inc. (“Braemar”). We became a public company in November 2014, and our common stock is listed on the NYSE American LLC (“NYSE American”).

We provide: (i) advisory services; (ii) asset management services; (iii) hotel management services; (iv) design and construction and architectural services; (v) event technology and creative communications solutions; (vi) mobile room keys and keyless entry solutions; (vii) watersports activities and other travel, concierge and transportation services; (viii) hypoallergenic premium room products and services; (ix) debt placement and related services; (x) real estate advisory and brokerage services; and (xi) wholesaler, dealer manager and other broker-dealer services. We conduct these activities and own substantially all of our assets primarily through Ashford Hospitality Advisors LLC (“Ashford LLC”), Ashford Hospitality Services LLC (“Ashford Services”) and their respective subsidiaries.

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 and their respective hotels from an ownership perspective, in each case subject to the respective advisory agreements and the supervision and oversight of the respective boards of directors of Ashford Trust and Braemar. Ashford Trust is focused on investing in full-service hotels in the upscale and upper upscale segments in the United States 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. Each of Ashford Trust and Braemar is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the common stock of each of Ashford Trust and Braemar is traded on the New York Stock Exchange (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. In our capacity as an advisor, 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. Additionally, Remington Lodging & Hospitality, LLC (“Remington”), a subsidiary of the Company, operates certain hotel properties owned by Ashford Trust, Braemar and third-parties. As of September 30, 2022, Remington provided hotel management services to 117 hotels, 44 of which were owned by third-parties.

Shareholder Rights Plan

On August 30, 2022, we adopted a shareholder rights plan by entering into a Rights Agreement, dated August 30, 2022, with ComputerShare Trust Company, N.A., as rights agent (the “Rights Agreement”). The Rights Agreement was adopted in response to recent volatility of the stock market and trading of our Common Stock and is intended to protect the Company and its stockholders from efforts to obtain control or rapid share accumulations that are inconsistent with the best interests of the Company and its stockholders. The Board implemented the rights plan by declaring (i) a dividend to the holders of the Company’s common stock of one preferred share purchase right (a “Right”) for each share of common stock and (ii) a dividend to the holders of the Company’s Series D Convertible Preferred Stock of one Right in respect of each share of the Company’s common stock issuable upon conversion of the Series D Convertible Preferred Stock. The dividends were distributed on September 9, 2022, to our stockholders of record on that date. Each of those Rights becomes exercisable on the date on which the Rights separate and begin trading separately from our common stock and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series F Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), at a price of $275 per one one-thousandth of a share of our Series F Preferred Stock represented by such Right, subject to adjustment. The Rights will expire on July 30, 2023 unless the expiration date is extended or unless the Rights are earlier redeemed by the Company. The value of the Rights was de minimis.

Other Developments

On March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (“Braemar Limited Waiver”) with Braemar, Braemar Hospitality Limited Partnership (“Braemar OP”), Braemar TRS Corporation (“Braemar TRS”) and Ashford LLC. On March 15, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “Ashford Trust Limited Waiver” and together with the Braemar Limited Waiver, the “Limited Waivers”) with Ashford Trust, Ashford

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Hospitality Limited Partnership (“Ashford Trust OP”), Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford LLC. Pursuant to the Limited Waivers, the parties to the Second Amended and Restated Advisory Agreement with Ashford Trust and the Fifth Amended and Restated Advisory Agreement with Braemar waive the operation of any provision of such agreement that would otherwise limit the ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and expense, to award during the first and second fiscal quarters of calendar year 2022 (the “Waiver Period”), cash incentive compensation to employees and other representatives of the Company; provided that, pursuant to the Ashford Trust Limited Waiver, such awarded cash incentive compensation does not exceed $8.5 million, in the aggregate, during the Waiver Period.

On April 1, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. See note 6.

On April 10, 2022, the Company’s board of directors (the “Board”) declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ended June 30, 2021 and December 31, 2021. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022. See note 12.

On April 15, 2022, the Company acquired privately held Chesapeake Hospitality (“Chesapeake”), a third-party hotel management company. See note 4.

In the third quarter of 2022, given the recent increases in the federal funds rate and interest rates on short-term U.S. Treasury securities, the independent members of the respective boards of directors of Ashford Trust and Braemar approved the engagement of the Company to actively manage and invest each of Ashford Trust’s and Braemar’s excess cash in short-term U.S. Treasury securities (the “Cash Management Strategy”). As consideration for the Company’s services under the respective engagements, (i) Ashford Trust will pay the Company an annual fee equal to 20 basis points (0.20%) of the average daily balance of Ashford Trust’s excess cash invested by the Company; and (ii) Braemar will pay the Company an annual fee equal to the lesser of (a) 20 basis points (0.20%) of the average daily balance of Braemar’s excess cash invested by the Company and (b) the actual rate of return realized by the Cash Management Strategy; provided that in no event will the Cash Management Fee be less than zero (such respective fees, the “Cash Management Fees”). The Cash Management Fees will be calculated and payable monthly in arrears. Investment of Ashford Trust’s and Braemar’s excess cash pursuant to the Cash Management Strategy commenced in October 2022.

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 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 2021 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Cost reimbursement revenue and reimbursed expenses for the three and nine months ended September 30, 2021 were restated as previously disclosed in the restated condensed consolidated statement of operations for the three and nine months ended September 30, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The restatement related to Remington’s recognition of cost reimbursement revenue and reimbursed expenses for certain insurance costs and the timing of recognition of cost reimbursement revenue and reimbursed expenses for hotel management related salaries and benefits costs that are reimbursed from hotel owners, resulting in a $5.8 million and $1.3 million increase in cost reimbursement revenue and reimbursed expenses for the three and nine months ended September 30, 2021, respectively. These costs are reported gross in the Company’s condensed consolidated statements of operations in cost reimbursement revenue with an offsetting amount reported in reimbursed expenses.

The condensed consolidated balance sheet and statement of equity (deficit) as of September 30, 2022 include a correction of an immaterial error which resulted in $639,000 of cumulative unrealized losses on available-for-sale common shares of Ashford Trust and Braemar held by Remington being reclassified from accumulated other comprehensive income to accumulated deficit. Beginning January 1, 2022, unrealized gains and losses on available-for-sale common shares are recorded in other income (expense) in the Company’s condensed consolidated statements of operations.

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 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 September 30, 2022 and December 31, 2021 (in thousands):


	September 30, 2022
	Ashford Holdings			OpenKey (3)		Pure Wellness (4)
Ashford Inc. ownership interest	99.87		%	76.79	%	70.00	%
Redeemable noncontrolling interests (1) (2)	0.13		%	—	%	—	%
Noncontrolling interests in consolidated entities	—		%	23.21	%	30.00	%
	100.00		%	100.00	%	100.00	%

Carrying value of redeemable noncontrolling interests	$	1,732		n/a		n/a

Redemption value adjustment, year-to-date	16			n/a		n/a
Redemption value adjustment, cumulative	597			n/a		n/a
Carrying value of noncontrolling interests	n/a			601		(29)
Assets, available only to settle subsidiary’s obligations (5)	n/a			3,140		1,178
Liabilities (6)	n/a			669		1,541

Revolving credit facility (6)	n/a			—		150

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


















	December 31, 2021
	Ashford Holdings			OpenKey (3)		Pure Wellness (4)
Ashford Inc. ownership interest	99.87		%	75.38	%	70.00	%
Redeemable noncontrolling interests (1) (2)	0.13		%	—	%	—	%
Noncontrolling interests in consolidated entities	—		%	24.62	%	30.00	%
	100.00		%	100.00	%	100.00	%

Carrying value of redeemable noncontrolling interests	$	69		n/a		n/a
Redemption value adjustment, year-to-date	96			n/a		n/a
Redemption value adjustment, cumulative	581			n/a		n/a
Carrying value of noncontrolling interests	n/a			479		159
Assets, available only to settle subsidiary’s obligations (5)	n/a			2,533		1,779
Liabilities (6)	n/a			424		1,643

Revolving credit facility (6)	n/a			—		100

________

(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.

(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 OpenKey, Inc. (“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. On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. See note 6.

(4) Represents ownership interests in PRE Opco, LLC (“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 and commercial office industry. See note 11.

(5) Total assets consist primarily of cash and cash equivalents, property and equipment, intangibles and other assets that can only be used to settle the subsidiaries’ obligations.

(6) Liabilities consist primarily of accounts payable, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. See note 6.

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. No such impairment was recorded during the three and nine months ended September 30, 2022 and 2021.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at September 30, 2022 and December 31, 2021. 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 nine months ended September 30, 2022 and 2021. In the event that the assumptions used to estimate fair value change in the future, we may be required to record an impairment charge related to this investment.

Our investment in Real Estate Advisory Holdings LLC (“REA Holdings”) is accounted for under the equity method as we have significant influence over the voting interest entity. 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, which expires on the later of (i) February 28, 2024 and (ii) 30 business days following the completion date of the Company’s preliminary audit for calendar year 2023.

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


	September 30, 2022			December 31, 2021
Carrying value of the investment in REA Holdings	$	2,791		$	2,831
Ownership interest in REA Holdings	30		%	30		%

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Equity in earnings (loss) in unconsolidated entities REA Holdings	$	(147)	$	(3)	$	110	$	(21)

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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

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 our consolidated financial statements may be exposed to potential impairment of the intangible assets and goodwill.

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.

Cash and Cash Equivalents—Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Restricted Cash—Restricted cash was comprised of the following (in thousands):


	September 30, 2022		December 31, 2021
REIT Advisory:
Insurance claim reserves (1)	$	25,616	$	24,588

Remington:
Managed hotel properties’ reserves (2)	9,584		6,923
Insurance claim reserves (3)	859		1,312
Total Remington restricted cash	10,443		8,235

INSPIRE:
Debt service related operating reserves (4)	—		1,000

Marietta:
Capital improvement reserves (5)	255		255
Restricted cash held in escrow (6)	800		800
Total Marietta restricted cash	1,055		1,055



Total restricted cash	$	37,114	$	34,878

________

(1) Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets.

(2) Cash received from hotel properties managed by Remington is used to pay certain centralized operating expenses as well as hotel employee bonuses. The liability related to the restricted cash balance for centralized billing is primarily included as a payable which is presented net within “due from Ashford Trust” and “due from Braemar” in our condensed consolidated balance sheets. The liability related to the restricted cash balance for hotel employee bonuses is included in “accounts payable and accrued expenses” in our condensed consolidated balance sheets.

(3) Cash reserves for health insurance claims are collected primarily from Remington’s managed properties as well as certain of Ashford Inc.’s other subsidiaries to cover employee health insurance claims. The liability related to this restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets.

(4) Our subsidiary, Inspire Event Technologies Holdings, LLC (“INSPIRE”), provides event technology and creative communications solutions services. On June 27, 2022, INSPIRE’s credit agreement was amended to remove the previous requirement for INSPIRE to maintain an operating reserve account of $1.0 million to service interest expense and projected operating costs. See note 6.

(5) Includes cash reserves for capital improvements associated with renovations at the hotel leased by our consolidated subsidiary, Marietta Leasehold LP (“Marietta”), which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia. The liability related to the restricted cash balance for the hotel’s renovations are included in “accounts payable and accrued expenses” in our condensed consolidated balance sheets.

(6) Restricted cash is held in escrow in accordance with the Marietta lease agreement. The cash held in escrow is funded from hotel cash flows and may only be used for repairs and maintenance or capital improvements at the property.

Accounts Receivable—Accounts receivable consists primarily of receivables from customers of audio visual services. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is recorded based on management’s judgment regarding our ability to collect as well as the age of the receivables. Accounts receivable are written off when they are deemed uncollectible. As of September 30, 2022 and December 31, 2021, accounts receivable also includes a note receivable due to Remington of approximately $1.5 million and $2.9 million, respectively.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Property and Equipment, net—Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We record property and equipment at cost. As of September 30, 2022 and December 31, 2021, property and equipment, net of accumulated depreciation, included assets related to Marietta’s finance lease of $40.6 million and $41.6 million, enhanced return funding program (“ERFP”) furniture fixture & equipment (“FF&E”) of $9.9 million and $12.4 million, audio visual equipment at INSPIRE of $6.5 million and $7.0 million and marine vessels at RED Hospitality & Leisure, LLC (“RED”) of $13.3 million and $12.8 million, respectively.

Other Liabilities—As of September 30, 2022 and December 31, 2021, other current liabilities included reserves in the amount of $25.6 million and $24.6 million, respectively, related primarily to Ashford Trust and Braemar properties’ 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. As of September 30, 2022 and December 31, 2021, other liabilities also included $1.0 million and $1.3 million, respectively, relating to reserves for Remington health insurance claims. As of September 30, 2022, other liabilities non-current of $2.9 million includes a liability for contingent consideration from the Company’s acquisition of Chesapeake of $2.0 million and $906,000 related to an uncertain tax position liability.

Revenue Recognition—See note 3.

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, Mexico and Dominican Republic income taxes and U.S. Virgin Islands 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 our 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 portfolio companies file income tax returns in the U.S. federal jurisdiction and various states and cities, beginning in 2017, in Mexico and the Dominican Republic and, beginning in 2018, in the U.S. Virgin Islands. Tax years 2017 through 2021 remain subject to potential examination by certain federal and state taxing authorities.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to our business. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. The CARES Act did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. The Company filed a claim to carryback the 2018 tax net operating loss to a prior year as provided for by the CARES Act. The Company received the carryback amount of $1.0 million in March of 2021.

On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law and extends several COVID-19 tax related measures passed as part of the CARES Act. Among these is the extension of the deferral period of the remittance of Social Security taxes. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended December 31, 2020. The Company has deferred $1.3 million of Social Security taxes within “accounts payable and accrued expenses” in our consolidated balance sheets as of September 30, 2022 and December 31, 2021 related to the Consolidated Appropriations Act, 2021.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”). ASU 2019-10 revised the mandatory adoption date for public business entities that meet the definition of a smaller reporting company to be effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact ASU 2016-13 and ASU 2019-10 may have on our condensed consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company continues to evaluate whether the adoption of ASU 2020-06 will have any impact on the Company’s financial statements. The Company currently does not expect the adoption of ASU 2020-06 will have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

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.

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

Advisory Services Fees Revenue

Advisory services fees revenue is reported within our REIT Advisory segment and primarily consists of advisory fees that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees. For Ashford Trust, from January 1, 2021 through January 14, 2021, the base fee ranged from 0.50% to 0.70% per annum of the total market capitalization ranging from greater than $10.0 billion to less than $6.0 billion plus the Net Asset Fee Adjustment (as defined in the Amended and Restated Advisory Agreement with Ashford Trust, dated June 10, 2015, as amended), subject to certain minimums. On January 14, 2021, the Company entered into the Second Amended and Restated Advisory Agreement with Ashford Trust. The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement to, among other things, fix the percentage used to calculate the base fee thereunder at 0.70% per annum.

On January 15, 2021, Ashford Trust and Ashford Trust OP entered into a Credit Agreement (as amended, the “Oaktree Credit Agreement”) with certain funds and accounts managed by Oaktree Capital Management L.P. (“Oaktree”). In connection with the transactions contemplated by the Oaktree Credit Agreement, on January 15, 2021, the Company and certain of its affiliates entered into a Subordination and Non-Disturbance Agreement (the “SNDA”) with Ashford Trust, Ashford Trust OP, Ashford Trust TRS and Oaktree pursuant to which the Company agreed to subordinate to the prior repayment in full of all obligations under the Oaktree Credit Agreement, (1) prior to the later of (i) the second anniversary of the Oaktree Credit Agreement and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019 (the “Advisory Fee Cap”); (2) any termination fee or liquidated damages amounts under the Second Amended and Restated Advisory Agreement, or any amount owed under any enhanced return funding program in connection with the termination of the Second Amended and Restated Advisory Agreement or sale or foreclosure of assets financed thereunder; and (3) any payments to Lismore Capital II LLC, an indirect consolidated subsidiary of the Company (“Lismore”), in connection with the transactions contemplated by the Oaktree Credit Agreement.

Prior to the fourth quarter of 2021, advisory fees under the Second Amended and Restated Advisory Agreement earned from Ashford Trust in 2021 in excess of the Advisory Fee Cap were a form of variable consideration that were constrained and deferred until such fees were probable of not being subject to significant reversal. The Advisory Fee Cap is approximately $29.0 million each year as stated in the Oaktree Credit Agreement. As a result, base advisory fee revenue was recognized each month equal to the lesser of (1) base fees calculated as described above based on Ashford Trust’s market capitalization or (2) 1/12th of $29.0 million.

On October 12, 2021, Ashford Trust and Ashford Trust OP entered into Amendment No. 1 to the Credit Agreement (“Amendment No. 1”) with Oaktree. Amendment No. 1, subject to the conditions set forth therein, among other things, suspended Ashford Trust’s obligation to subordinate fees due under the Second Amended and Restated Advisory Agreement if at any point there is no accrued interest outstanding or any accrued dividends on any of Ashford Trust’s preferred stock and Ashford Trust has sufficient unrestricted cash to repay in full all outstanding loans under the Oaktree Credit Agreement. In the fourth quarter of 2021, Ashford Trust met the requirements to suspend its obligation to subordinate fees due under the Second Amended and Restated Advisory Agreement and paid the Company $7.2 million for advisory fees that had been deferred in 2021 as a result of the Advisory Fee Cap. The $7.2 million payment was recorded as revenue in “advisory services fees” in the fourth quarter of 2021 in our consolidated statements of operations for the year ended December 31, 2021. Based upon Ashford Trust’s ability to meet the requirements stated in Amendment No. 1, the Company has concluded that base fees from our Second Amended and Restated Advisory Agreement with Ashford Trust which exceed the Advisory Fee Cap are no longer probable of being subject to significant reversal and will be recorded within “advisory services fees” in our condensed consolidated statements of operations based upon the fees calculated from Ashford Trust’s market capitalization as described above.

For Braemar, 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 our Fifth Amended and Restated Advisory Agreement with Braemar, as amended, subject to certain minimums.

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

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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 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 subject to meeting the FCCR Condition. Ashford Trust and Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021, 2020 and 2019 measurement periods.

Hotel Management Fees Revenue

Hotel management fees revenue is reported within our Remington segment and primarily consists of base management fees, incentive management fees and other management fees. Base management fees, incentive management fees and other management fees are recognized when services have been rendered. For hotels owned by Ashford Trust and Braemar, Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, pursuant to Remington’s hotel management agreements, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington additionally receives an incentive management fee for hotels owned by Ashford Trust and Braemar equal to the lesser of 1% of each hotel’s annual gross revenue or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. The base management fees and incentive management fees that Remington receives for third-party owned hotels vary by property. Other management fees include fixed monthly accounting and revenue management fees for managing hotel employees and the daily operations of the hotels.

Design and Construction Fees Revenue

Design and construction fees revenue (formerly called project management revenue) primarily consists of revenue generated by our subsidiary, Premier Project Management LLC (“Premier”). Premier provides design and construction management services, capital improvements, refurbishment, project management, and other services such as purchasing, interior design, architectural services and freight management at properties. Premier receives fees for these services and recognizes revenue over time as services are provided to the customer.

Audio Visual Revenue

Audio visual revenue primarily consists of revenue generated within our INSPIRE 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.

Other Revenue

Other revenue includes revenue provided by certain of our products and service businesses, including RED. RED’s revenue is primarily generated through the provision of watersports activities and ferry and excursion services. The revenue is recognized as services are provided based on contractual customer rates. Debt placement and related fees include revenue earned from providing placement, modifications, forbearances or refinancing of certain mortgage debt by Lismore. For certain agreements, the fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan is closed. For other agreements, deferred income related to the various Lismore fees will be recognized over the term of the agreement on a straight line basis as the service is rendered, only to the extent it is probable that a significant

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reversal of revenue will not occur. Constraints relating to variable consideration are resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price will be adjusted on a cumulative catch-up basis in the period a transaction or financing event closes.

Cost Reimbursement Revenue

Cost reimbursement revenue is recognized in the period we incur the related reimbursable costs. Under our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar (as defined below), we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust and Braemar, with no added mark-up. These costs primarily consist of expenses related to Ashford Securities (as defined below), overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements. We record cost reimbursement 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 fair value of the award in proportion to the requisite service period satisfied during the period.

Under our project management agreements and hotel management agreements, we are entitled to be reimbursed for certain costs we incur on behalf of Ashford Trust, Braemar and other hotel owners, with no added mark-up. Design and construction costs primarily consist of costs for accounting, overhead and project manager services. Hotel management costs primarily consist of the properties’ payroll, payroll taxes and benefits related expenses at managed properties where we are the employer of the employees at the properties as provided for in our contracts with Ashford Trust, Braemar and other hotel owners.

We recognize revenue within “cost reimbursement revenue” in our condensed consolidated statements of operations when the amounts may be billed to Ashford Trust, Braemar and other hotel owners, and we recognize expenses within “reimbursed expenses” in our condensed consolidated statements of operations as they are incurred. This pattern of recognition results in temporary timing differences between the costs incurred for centralized software programs and the related reimbursements we receive from Ashford Trust and Braemar in our operating and net income. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively.

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.

Practical Expedients and Exemptions

We do not disclose the amount of variable consideration that we expect to recognize in future periods in the following circumstances:

(1) if we recognize the revenue based on the amount invoiced or services performed;

(2) if the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to our efforts to transfer, or to a specific outcome from transferring the service.

Deferred Income and Contract Balances

Deferred income primarily consists of customer billings in advance of revenue being recognized from our advisory agreements and other products and services contracts. Generally, deferred income that will be recognized within the next 12 months is recorded as current deferred income and the remaining portion is recorded as noncurrent. The change in the deferred income balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred income balance at the beginning of the period.

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The following tables summarize our consolidated deferred income activity (in thousands):


	Deferred Income
	2022		2021
Balance as of June 30	$	8,680	$	19,663
Increases to deferred income	2,458		5,154
Recognition of revenue (1)	(3,175)		(5,335)
Balance as of September 30	$	7,963	$	19,482

________

(1) Deferred income recognized in the three months ended September 30, 2022 includes (a) $371,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $535,000 of audio visual revenue, and (c) $1.6 million of “other services” revenue earned by our products and services companies. Deferred income recognized in the three months ended September 30, 2021 includes (a) $512,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $296,000 of audio visual revenue, (c) $2.3 million of other revenue related to the Ashford Trust Agreement with Lismore (see note 15), and (d) $2.2 million of “other services” revenue earned by our products and services companies, excluding Lismore.


	Deferred Income
	2022		2021
Balance as of January 1	$	10,905	$	21,359
Increases to deferred income	8,247		15,373
Recognition of revenue (1)	(11,189)		(17,250)
Balance as of September 30	$	7,963	$	19,482

________

(1) Deferred income recognized in the nine months ended September 30, 2022 includes (a) $1.2 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.2 million of audio visual revenue, (c) $2.3 million of other revenue primarily related to Ashford Trust’s agreement with Lismore (see note 15), and (d) $4.8 million of “other services” revenue earned by our products and services companies, excluding Lismore. Deferred income recognized in the nine months ended September 30, 2021 includes (a) $1.6 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.5 million of audio visual revenue, (c) $8.9 million of other revenue related to Ashford Trust’s and Braemar’s agreements with Lismore (see note 15), and (d) $5.3 million of “other services” revenue earned by our products and services companies, excluding Lismore.

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, (ii) a $5.0 million cash payment received in June 2017 from Braemar in connection with our Fourth Amended and Restated Advisory Agreement with Braemar, which is recognized evenly over the 10-year initial contract period that we are providing Braemar advisory services, and (iii) debt placement and related fees that will be recognized over the term of the agreement on a straight line basis as the service was rendered, only to the extent it was probable that a significant reversal of revenue would not occur. Constraints relating to variable consideration were resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price was adjusted on a cumulative catch-up basis in the period a transaction or financing event closed. See note 15. 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 September 30, 2022.

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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 income until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of $18.0 million and $7.6 million included in “accounts receivable, net” primarily related to our products and services segment, $4.5 million and $2.6 million in “due from Ashford Trust”, and $9.6 million and $1.1 million included in “due from Braemar” related to REIT advisory services at September 30, 2022 and December 31, 2021, respectively. We had no significant impairments related to these receivables during the three and nine months ended September 30, 2022 and 2021. See note 15.

Disaggregated Revenue

Our revenues were comprised of the following for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands):

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Advisory services fees:
Base advisory fees	$	12,124	$	10,012	$	35,637	$	29,743



Other advisory revenue	131		131		389		389
Total advisory services fees revenue	12,255		10,143		36,026		30,132

Hotel management fees:
Base fees	9,285		6,166		24,943		15,331
Incentive fees	2,242		1,584		6,113		3,406
Other management fees	1,349		—		2,418		—
Total hotel management fees revenue	12,876		7,750		33,474		18,737

Design and construction fees revenue	6,276		2,202		15,538		5,611

Audio visual revenue	26,159		15,108		87,101		28,170

Other revenue:

Watersports, ferry and excursion services (1)	6,608		6,738		20,337		18,159
Debt placement and related fees (2)	125		3,224		3,298		9,802
Claims management services	—		28		16		61

Other services (3)	3,658		3,114		10,251		7,877
Total other revenue	10,391		13,104		33,902		35,899

Cost reimbursement revenue	96,651		59,879		259,979		137,417

Total revenues	$	164,608	$	108,186	$	466,020	$	255,966

REVENUES BY SEGMENT (4)
REIT advisory	$	20,053	$	17,936	$	58,668	$	49,749
Remington	93,756		58,155		255,062		133,047
Premier	9,582		3,047		22,893		7,421
INSPIRE	26,197		15,108		87,235		28,170
RED	6,616		6,738		20,354		18,159
OpenKey	389		505		1,184		1,436
Corporate and other	8,015		6,697		20,624		17,984
Total revenues	$	164,608	$	108,186	$	466,020	$	255,966

________

(1) Watersports, ferry and excursion services revenue is earned by RED, which includes the entity that conducts RED’s legacy U.S. Virgin Islands operations, the Turks and Caicos Islands operations and Sebago, a provider of watersports activities and excursion services based in Key West, Florida.

(2) Debt placement and related fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar.

(3) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey and Pure Wellness, to Ashford Trust, Braemar and third parties, and the revenue of Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia.

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

Geographic Information

Our REIT Advisory, Remington, Premier, OpenKey, and Corporate and Other reporting segments conduct their business primarily within the United States. Our INSPIRE reporting segment conducts business in the United States, Mexico, and the Dominican Republic. RED conducts business in the United States and the Turks and Caicos Islands, a territory of the United Kingdom.

The following table presents revenue from INSPIRE and RED geographically for the three and nine months ended September 30, 2022 and 2021, respectively (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
INSPIRE:
United States	$	21,986	$	12,831	$	68,114	$	23,583
Mexico	2,345		1,430		14,118		3,101

Dominican Republic	1,866		847		5,003		1,486
Total audio visual revenue	$	26,197	$	15,108	$	87,235	$	28,170
RED:
United States	$	5,581	$	6,166	$	17,435	$	17,587
United Kingdom (Turks and Caicos Islands)	1,035		572		2,919		572

Total watersports, ferry and excursion services	$	6,616	$	6,738	$	20,354	$	18,159

4. Acquisitions

Chesapeake

On April 15, 2022, the Company acquired privately held Chesapeake, a third-party hotel management company. The Company paid to the sellers $6.3 million in cash, subject to certain adjustments, and issued to the sellers 378,000 Series CHP Convertible Preferred Units of Ashford Holdings (the “Series CHP Units”) at $25 per Unit, for a total liquidation value of $9.45 million. The Series CHP Units include a discount of $8.1 million resulting in a total fair value of $1.4 million. The discount is due to the Company’s ability to convert the Series CHP Units to common units of Ashford Holdings at the preferred conversion price of $117.50. Common units of Ashford Holdings are exchangeable into common stock of the Company on a 1:1 ratio. The sellers also have the ability to earn up to $10.25 million of additional consideration based on the base management fee contribution from the acquired business for the trailing 12 month periods ending March 2024 and March 2025, respectively, for a total potential consideration of $18.1 million, subject to certain adjustments. The first $6.3 million of such additional consideration is payable in cash and any amounts payable in excess of such $6.3 million may be satisfied by the issuance of shares of common stock of the Company, common units of Ashford Holdings or additional Series CHP Units, as determined by the Company in its sole discretion.

The acquisition of Chesapeake was recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation was 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 for Chesapeake 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. See note 8.

We have allocated the purchase price to the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. In the third quarter of 2022, we recorded an adjustment to increase the working

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capital paid to the sellers by $73,000. We are in the process of evaluating the values assigned to the 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 preliminary allocation of the purchase price are as follows (in thousands):


Series CHP Units	$	9,450
Discount on Series CHP Units	(8,063)
Cash	6,300
Fair value of contingent consideration	1,670
Working capital adjustments	193
Total fair value of purchase price	$	9,550


	Fair Value		Estimated Useful Life
Current assets including cash of $228	$	930



Goodwill	2,053


Management contracts	7,131		8 years
Total assets acquired	10,114
Current liabilities	347
Deferred tax liability	217





Total assumed liabilities	564
Net assets acquired	$	9,550

We do not expect any of the goodwill balance to be deductible for tax purposes. The qualitative factors that make up the recorded goodwill includes value attributable to growth opportunities to expand Remington’s hotel management services to third-party owners in the hospitality industry.

Results of Chesapeake

The results of operations of Chesapeake have been included in our results of operations since the acquisition date of April 15, 2022. Our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 include total revenue from Chesapeake of $15.6 million and $27.5 million, respectively. In addition, our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 include net income from Chesapeake of $1.7 million and $3.1 million, respectively.

Pro Forma Financial Results

The following table reflects the unaudited pro forma results of operations as if the Chesapeake acquisition had occurred on January 1, 2021, and the removal of $445,000 and $1.4 million of transaction costs directly attributable to the acquisition (net of the incremental tax expense) for the three and nine months ended September 30, 2022, respectively (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Total revenues	$	164,608	$	119,041	$	478,940	$	280,889
Net income (loss)	(769)		(1,047)		5,103		(17,335)
Net income (loss) attributable to common stockholders	(9,684)		(10,094)		(21,978)		(44,068)

5. Goodwill and Intangible Assets, net

The carrying amount of goodwill as of September 30, 2022 is as follows (in thousands):

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	Remington		RED		Corporate and Other (1)		Consolidated







Balance at December 31, 2021	$	54,605	$	1,235	$	782	$	56,622
Changes in goodwill:
Additions (2)	1,980		—		—		1,980
Adjustments (2)	73		—		—		73


Balance at September 30, 2022	$	56,658	$	1,235	$	782	$	58,675

________

(1) Corporate and Other includes the goodwill from the Company’s acquisition of Pure Wellness.

(2) The addition relates to the Company’s acquisition of Chesapeake and subsequent adjustments to the preliminary purchase price. See note 4.

Intangible assets, net as of September 30, 2022 and December 31, 2021, are as follows (in thousands):


	September 30, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:
Remington management contracts (1)	$	114,730	$	(37,298)	$	77,432	$	107,600	$	(28,284)	$	79,316
Premier management contracts	194,000		(50,466)		143,534		194,000		(41,619)		152,381
INSPIRE customer relationships	9,319		(5,248)		4,071		9,319		(4,409)		4,910

RED boat slip rights	3,100		(496)		2,604		3,100		(380)		2,720
Pure Wellness customer relationships	175		(175)		—		175		(166)		9

	$	321,324	$	(93,683)	$	227,641	$	314,194	$	(74,858)	$	239,336

	Gross Carrying Amount						Gross Carrying Amount
Indefinite-lived intangible assets:

Remington trademarks	$	4,900					$	4,900


RED trademarks	490						490
	$	5,390					$	5,390

________

(1) As of September 30, 2022, Remington’s management contracts include $7.1 million of gross management contracts acquired in the Company’s acquisition of Chesapeake. See note 4.

Amortization expense for definite-lived intangible assets was $6.5 million and $18.8 million for the three and nine months ended September 30, 2022, respectively. Amortization expense for definite-lived intangible assets was $6.4 million and $19.2 million for the three and nine months ended September 30, 2021, respectively. The useful lives of our customer relationships range from five to 15 years and the useful lives of our Remington management contracts range from eight to 22 years. Our Premier management contracts and RED’s boat slip rights intangible assets were assigned useful lives of 30 and 20 years, respectively.

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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	September 30, 2022		December 31, 2021
Credit facility (9)	Ashford Inc.	April 1, 2027	Base Rate (1) + 6.35% or LIBOR (3) +7.35%	$	70,000	$	—
Term loan (9)	Ashford Inc.	March 19, 2024	Base Rate (2) + 2.00% to 2.25% or LIBOR (3) +3.00% to 3.25%	—		27,271
Note payable (12)	Ashford Inc.	February 29, 2028	4.00%	1,558		1,746
Term loan (5) (7) (10)	INSPIRE	January 1, 2024	Prime Rate (4) + 2.50%	18,050		20,000
Revolving credit facility (5) (7) (10)	INSPIRE	January 1, 2024	Prime Rate (4) + 2.50%	—		1,869




Revolving credit facility (5) (13)	Pure Wellness	On demand	Prime Rate (4) + 1.00%	150		100

Revolving credit facility (5) (8) (14)	RED	November 3, 2022	Prime Rate (4) + 1.75%	—		—

Term loan (5) (8) (15)	RED	July 17, 2029	6.00%	1,608		1,641
Term loan (5) (8)	RED	July 17, 2023	6.50%	406		607


Term loan (5) (8) (16)	RED	August 5, 2029	Prime Rate (4) + 2.00%	873		888
Term loan (5) (8)	RED	August 5, 2029	Prime Rate (4) + 2.00%	2,018		2,143
Term loan (6) (8)	RED	August 5, 2029	Prime Rate (4) + 1.75%	3,090		3,357
Draw term loan (5) (8) (17)	RED	March 17, 2032	5.00%	640		—
Draw term loan (5) (8) (17)	RED	March 17, 2032	5.00%	22		—
Draw term loan (5) (8) (18)	RED	See (18)	Prime Rate (4) + 1.00%	—		—
Total notes payable				98,415		59,622
Capitalized default interest, net (11)				184		290
Deferred loan costs, net				(2,777)		(518)
Original issue discount, net (9)				(1,815)		—
Notes payable including capitalized default interest and deferred loan costs, net				94,007		59,394

Less current portion				(5,046)		(6,725)
Total notes payable, net - non-current				$	88,961	$	52,669

__________________

(1) Base Rate, as defined in the credit facility agreement with Mustang Lodging Funding LLC, is the greater of (i) the Wall Street Journal prime rate, (ii) the federal funds rate plus 0.50%, (iii) LIBOR plus 1.00%, or (iv) 1.25%.

(2) Base Rate, as defined in the Term Loan Agreement (the “Term Loan Agreement”) with Bank of America, N.A., is the greater of (i) the prime rate set by Bank of America, N. A., (ii) the federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%.

(3) The one-month LIBOR rate was 3.14% and 0.10% at September 30, 2022 and December 31, 2021, respectively.

(4) The Prime Rate was 6.25% and 3.25% at September 30, 2022 and December 31, 2021, respectively.

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

(6) Creditors have recourse to Ashford Inc.

(7) INSPIRE’s revolving credit facility is collateralized primarily by INSPIRE’s eligible receivables, including accounts receivable, due from Ashford Trust and due from Braemar, with a total carrying value of $9.0 million and $5.0 million as of September 30, 2022 and December 31, 2021, respectively. INSPIRE’s term loan is collateralized by substantially all of the assets of INSPIRE.

(8) RED’s loans are collateralized primarily by RED’s marine vessels and associated leases with a carrying value of $12.7 million and $12.5 million as of September 30, 2022 and December 31, 2021, respectively.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(9) On April 1, 2022, the Company entered into a Credit Agreement (the “Credit Agreement”) with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement and pay dividends to the holders of the Series D Convertible Preferred Stock. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%) plus an applicable margin, or the base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar Rate plus 1.00%, with a floor of 1.25%) plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Eurodollar loans will be 7.35% per annum and the applicable margin for base rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0%. The Credit Facility included an original issue discount of $2.0 million on the Closing Date. As of September 30, 2022, the amount unused under the Credit Facility was $30.0 million.

(10) On December 31, 2020, INSPIRE amended its credit agreement dated as of November 1, 2017 (the “INSPIRE Amendment”). The maximum borrowing capacity under the INSPIRE Amendment for the revolving credit facility is $3.0 million. As of September 30, 2022, the amount unused under INSPIRE’s revolving credit facility was $3.0 million. The INSPIRE Amendment provides INSPIRE with an option to elect a one-year extension subject to satisfaction of certain conditions, including a payment of a one-time, permanent principal reduction of the term loan of not less than $2.5 million and other fees as of the date of INSPIRE’s election to extend. Pursuant to the INSPIRE Amendment, INSPIRE’s obligations to comply with certain financial and other covenants were waived until March 31, 2023. Amounts borrowed under the revolving credit facility and the term loan bear interest at the Prime Rate plus a margin of 1.25%, with the margin increasing by 0.25% beginning on July 1, 2021 and at the beginning of each successive quarter thereafter. Commencing January 1, 2022, INSPIRE is required to make monthly payments under the term loan of $200,000 through June 2022, $250,000 through December 2022 and $300,000 thereafter. INSPIRE holds 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 September 30, 2022 and December 31, 2021 was not material.

(11) The INSPIRE Amendment was considered a troubled debt restructuring due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. As a result of the troubled debt restructuring, $427,000 of accrued default interest and late charges were capitalized into the INSPIRE term loan balance upon commencement and are amortized over the remaining term of the loan using the effective interest method.

(12) On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. Pursuant to the agreement, the purchase price will be paid to the seller in equal monthly installments over a seven year term and will include interest in arrears at an annualized rate of 4.0%. The purchase price is payable in Ashford Inc. common stock, including a 10% premium or cash at our sole discretion.

(13) As of September 30, 2022, the amount unused under Pure Wellness’s revolving credit facility was $100,000.

(14) As of September 30, 2022, the amount unused under RED’s revolving credit facility was $250,000.

(15) The interest rate for the term loan is 6.0% for the first five years. After five years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0%.

(16) RED was not required to make any payments of principal until May 5, 2022.

(17) On March 17, 2022, in connection with the purchase and construction of marine vessels, RED entered into two closed-end non-revolving line of credit loans of $1.5 million each which convert to term loans once fully drawn. Each loan bears an interest rate of 5.0% for the first three years. After three years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 5.0%. As of September 30, 2022, the amount unused under RED’s non-revolving line of credit loans were $860,000 and $1.5 million, respectively.

(18) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converts to a term loan once drawn. The loan bears an interest rate of the Wall Street Journal Prime Rate plus 1.0%. The term length of the loan once drawn is either five or 10 years based upon the amount drawn. As of September 30, 2022, the amount unused under RED’s non-revolving line of credit loan was $1.5 million.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in the inability of our portfolio companies to borrow unused amounts under their respective lines of credit. As of September 30, 2022, our Credit Agreement was in compliance with all covenants or other requirements and debt held by our subsidiaries was in compliance with all covenants or other requirements.

7. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses were comprised of the following (in thousands):


	September 30, 2022		December 31, 2021

Accounts payable	$	18,332	$	11,682
Accrued payroll expense	22,836		23,648
Accrued vacation expense	3,995		3,427
Accrued interest	323		259
Other accrued expenses	2,265		881

Total accounts payable and accrued expenses	$	47,751	$	39,897

8. Fair Value Measurements

Fair Value Hierarchy—Our assets and liabilities 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
September 30, 2022
Assets










Restricted Investment:
Ashford Trust common stock	$	87	(1)	$	—		$	—		$	87
Braemar common stock	261		(1)	—			—			261
Total	$	348		$	—		$	—		$	348
Liabilities




Contingent consideration	$	—		$	—		$	(1,970)	(2)	$	(1,970)
Subsidiary compensation plan	—			(68)		(1)	—			(68)
Deferred compensation plan	(2,759)			—			—			(2,759)


Total	$	(2,759)		$	(68)		$	(1,970)		$	(4,797)
Net	$	(2,411)		$	(68)		$	(1,970)		$	(4,449)

__________________

(1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through September 30, 2022, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment.

(2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within long-term “other liabilities” in our condensed consolidated balance sheets. See notes 1 and 4.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Quoted Market Prices (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
December 31, 2021
Assets










Restricted Investment:
Ashford Trust common stock	$	150	(1)	$	—		$	—	$	150
Braemar common stock	426		(1)	—			—		426
Total	$	576		$	—		$	—	$	576
Liabilities





Subsidiary compensation plan	$	—		$	(164)	(1)	$	—	$	(164)
Deferred compensation plan	(3,326)			—			—		(3,326)


Total	$	(3,326)		$	(164)		$	—	$	(3,490)
Net	$	(2,750)		$	(164)		$	—	$	(2,914)

__________________

(1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2021, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment.

The following table presents our roll forward of our Level 3 contingent consideration liability (in thousands):


	Contingent Consideration Liability (1)
Balance at December 31, 2021	$	—
Acquisition of Chesapeake	(1,670)
Gains (losses) included in earnings	(300)
Dispositions and settlements	—
Transfers into/out of Level 3	—
Balance at September 30, 2022	$	(1,970)

__________________

(1) The Company measures contingent consideration liabilities at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The fair value of the contingent consideration liability is based on the present value of the expected future payments to be made to the sellers of Chesapeake in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates Chesapeake’s future performance using a Monte Carlo simulation model. The key assumptions in applying the Monte Carlo simulation model are a) a discount rate, with a range of 34.81% to 34.84%; b) a forward looking risk-free rate, with a range of 4.02% to 4.34%; and c) a volatility rate of 68.01%.

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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 Our Condensed Consolidated Statements of Operations

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


	Gain (Loss) Recognized
	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Assets






Unrealized gain (loss) on investment: (1)
Ashford Trust common stock	$	12	$	—	$	68	$	—
Braemar common stock	6		—		(50)		—
Realized gain (loss) on investment: (2)
Ashford Trust common stock	(3)		(5)		(97)		(336)
Braemar common stock	—		—		23		(42)


Intangible assets, net (3)	—		(1,160)		—		(1,160)

Total	$	15	$	(1,165)	$	(56)	$	(1,538)
Liabilities






Contingent consideration (4)	$	(300)	$	—	$	(300)	$	(23)
Subsidiary compensation plan (5)	(42)		5		(110)		(268)
Deferred compensation plans (5)	78		1,611		567		(1,190)
Total	$	(264)	$	1,616	$	157	$	(1,481)
Net	$	(249)	$	451	$	101	$	(3,019)

__________________

(1) Represents the unrealized gain (loss) on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. Reported as a component of “other income (expense)” in our condensed consolidated statements of operations.

(2) Represents the realized gain (loss) on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees.

(3) During the third quarter of 2021, as a result of the strategic rebranding of our segment formerly known as JSAV to INSPIRE, we performed an impairment test and calculated the fair value of our indefinite-lived JSAV trademarks using the relief-from-royalty method which includes unobservable inputs including royalty rates and projected revenues for the time period that the Company is expected to benefit from the trademark. As a result of the evaluation, we recognized intangible asset impairment charges of $1.2 million, which was the full impairment of the indefinite-lived JSAV trademarks within the INSPIRE segment in the three and nine months ended September 30, 2021.

(4) Represents the changes in fair value of the contingent consideration liabilities in the three and nine months ended September 30, 2022 and 2021, related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake and BAV Services Inc., respectively. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations.

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

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Restricted Investment

The historical cost and approximate fair values, together with gross unrealized gains and losses, of securities restricted for use in our subsidiary compensation plan are as follows (in thousands):


	Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities:
September 30, 2022
Equity securities (1)	$	821	$	—	$	(473)	$	348

__________________

(1) Distributions of $365,000 of available-for-sale securities occurred in the nine months ended September 30, 2022.


	Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities:
December 31, 2021
Equity securities (1)	$	1,068	$	—	$	(492)	$	576

__________________

(1) Distributions of $855,000 of available-for-sale securities occurred during the year ended December 31, 2021.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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):


	September 30, 2022				December 31, 2021
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets measured at fair value:
Restricted investment	$	348	$	348	$	576	$	576
Financial liabilities measured at fair value:

Deferred compensation plan	$	2,759	$	2,759	$	3,326	$	3,326

Contingent consideration	1,970		1,970		—		—
Financial assets not measured at fair value:
Cash and cash equivalents	$	44,071	$	44,071	$	37,571	$	37,571
Restricted cash	37,114		37,114		34,878		34,878
Accounts receivable, net	17,958		17,958		7,622		7,622
Notes receivable	1,500		1,500		2,880		2,880
Due from affiliates	256		256		165		165
Due from Ashford Trust	4,483		4,483		2,575		2,575
Due from Braemar	9,562		9,562		1,144		1,144
Investments in unconsolidated entities	3,941		3,941		3,581		3,581
Financial liabilities not measured at fair value:
Accounts payable and accrued expenses	$	47,751	$	47,751	$	39,897	$	39,897
Dividends payable	26,777		26,777		34,574		34,574
Due to affiliates	236		236		—		—


Other liabilities	27,550		27,550		25,899		25,899
Notes payable	98,415		93,494 to 103,336		59,622		56,641 to 62,603

Restricted investment. These financial assets are carried at fair value based on quoted market prices of the underlying investments. This is considered a Level 1 valuation technique.

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.

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, due from Braemar, notes receivable, 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.

Contingent consideration. The liability associated with the Company’s acquisition of Chesapeake was carried at fair value based on the terms of the acquisition agreements and any changes to fair value are recorded in “other” operating expenses in our condensed consolidated statements of operations. This is considered a Level 3 valuation technique. See note 8.

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

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 September 30, 2022, we had approximately $11.4 million of remaining purchase commitments related to our Ashford Trust ERFP Agreement which, under the Extension Agreement with Ashford Trust, must be fulfilled by December 31, 2022. See note 15 for further discussion of our ERFP Agreement with Ashford Trust.

Release and Waiver Agreement—On April 15, 2022, the Company and Ashford Services agreed with Jeremy Welter, the Chief Operating Officer of the Company, that, effective on July 15, 2022, Mr. Welter would terminate employment with and service to the Company, Ashford Services and their affiliates. Mr. Welter was also the Chief Operating Officer of Ashford Trust and Braemar and accordingly his service as Chief Operating Officer of each of Ashford Trust and Braemar also ended on July 15, 2022. The Company has commitments related to cash compensation for the departure of Mr. Welter which included a cash termination payment of $750,000, which was paid on August 5, 2022, and payments totaling approximately $6.4 million, which are payable in 24 substantially equal monthly installments of approximately $267,000 beginning in August 2022. As of September 30, 2022, the Company’s remaining commitment to Mr. Welter totaled approximately $5.9 million.

Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s subsidiaries in The Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees who were allegedly deprived of rest breaks as a result of the subsidiary’s previous written policy requiring employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of September 30, 2022, no amounts have been accrued.

On June 23, 2021, a lawsuit was filed in the United States District Court of the Virgin Islands, Division of St. Thomas and St. John (the “Federal Court”) against one of the Company’s subsidiaries. In the lawsuit, the plaintiff alleges negligence and gross negligence against both our subsidiary and a purported agent of our subsidiary and negligent entrustment against our subsidiary in connection with personal injuries allegedly suffered by the plaintiff. The claims were tendered to our insurance company who denied coverage as to the purported agent and issued a reservation of rights letter during the third quarter of 2022 with respect to our subsidiary’s coverage. We have asserted a number of defenses including a statutory defense that would limit our subsidiary’s liability regardless of whether coverage is afforded or not. The parties participated in a mediation conference on June 29, 2022 but were unable to resolve any of the disputes at issue. During the third quarter of 2022, the purported agent entered into a stipulated judgment for his liability and assigned to the plaintiff any and all claims he may have, including those he may have against our insurers. Subsequently, on July 28, 2022, the plaintiff, individually and as assignee of the purported agent’s claims, filed a separate lawsuit in the Superior Court of the Virgin Islands, Division of St. Thomas and St. John (the “Superior Court”) against our insurers and our subsidiary (the “Superior Court Case”). On August 26, 2022, our insurer filed a Notice of Removal to remove the Superior Court Case to the Federal Court and is in the process of defending against the plaintiff’s Motion to Remand this second lawsuit back to the Superior Court. In this second lawsuit, the plaintiff seeks certain declaratory relief as to our insurance policies and asserts allegations of fraud and bad faith denial of coverage of our subsidiary’s purported agent by our insurers and a breach of contract claim against our subsidiary under a theory of insufficient insurance coverage. Specifically, the purported agent has alleged a breach of contract claim against our subsidiary based on being an alleged third-party beneficiary of a contract between our subsidiary and another entity that required our subsidiary to hold specific insurance coverages. We believe the claims asserted against our subsidiary in this second lawsuit are frivolous. We intend to vigorously defend these lawsuits and believe that the amount of any potential loss to the Company is immaterial.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

We are also engaged in other legal proceedings that have arisen but have not been fully adjudicated. To the extent the claims giving rise to these legal proceedings are not covered by insurance, they relate to the following general types of claims: employment matters, tax matters, matters relating to compliance with applicable law (for example, the ADA and similar state laws), and other general matters. The likelihood of loss for these legal proceedings is based on definitions within contingency accounting literature. We recognize a loss when we believe the loss is both probable and reasonably estimable. Legal costs associated with loss contingencies are expensed as incurred. Based on the information available to us relating to these legal proceedings and/or our experience in similar legal proceedings, we do not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position, results of operations, or cash flow. However, our assessment may change depending upon the development of these legal proceedings, and final results of these legal proceedings cannot be predicted with certainty. If we do not prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position, results of operations, or cash flows could be materially adversely affected in future periods.

11. Equity (Deficit)

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 attributable to noncontrolling interests for each of our consolidated entities (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
(Income) loss attributable to noncontrolling interests:

OpenKey	$	223	$	215	$	677	$	626
RED	—		(14)		—		(52)
Pure Wellness	49		(21)		153		(65)




Total net (income) loss attributable to noncontrolling interests	$	272	$	180	$	830	$	509

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 attributable to our redeemable noncontrolling interests (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net (income) loss attributable to redeemable noncontrolling interests:
Ashford Holdings	$	(158)	$	13	$	(290)	$	56


OpenKey	—		—		—		152




Total net (income) loss attributable to redeemable noncontrolling interests	$	(158)	$	13	$	(290)	$	208

Series CHP Units—In connection with the acquisition of Chesapeake, Ashford Holdings issued 378,000 Series CHP Units to the sellers of Chesapeake. The Series CHP Units represent a preferred membership interest in Ashford Holdings having a priority in payment of cash dividends over the common unit holders of Ashford Holdings and are recorded as a redeemable noncontrolling interest in the mezzanine section of our condensed consolidated balance sheets. Each Series CHP Unit (i) has a liquidation value of $25 plus all unpaid accrued and accumulated distributions thereon; (ii) is entitled to cumulative dividends at

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(unaudited)

the rate of 7.28% per annum, payable quarterly in arrears; (iii) participates in any dividend or distribution paid on all outstanding common units of Ashford Holdings in addition to the preferred dividends; (iv) is convertible, along with the aggregate accrued or accumulated and unpaid distributions thereon, into common units of Ashford Holdings at the option of the holder or the issuer, which common units of Ashford Holdings will then be redeemable by the holder thereof into common stock of the Company on a 1:1 ratio or cash, at the Company’s discretion; and (v) provides for customary anti-dilution protections. The number of common units of Ashford Holdings to be received upon conversion of Series of CHP Units, along with the aggregate accrued or accumulated and unpaid distributions thereon, is determined by: (i) multiplying the number of Series CHP Units to be converted by the liquidation value thereof; and then (ii) dividing the result by the preferred conversion price, which is $117.50 per unit. In the event the Company fails to pay the required dividends on the Series CHP Units for two consecutive quarterly periods (a “Preferred Unit Breach”), then until such arrearage is paid in cash in full, the dividend rate on the Series CHP Units will increase to 10.00% per annum until no Preferred Unit Breach exists. Except with respect to certain protective provisions, no holder of Series CHP Units will have voting rights in its capacity as such. As long as any Series CHP Units are outstanding, the Company is prohibited from taking specified actions without the consent of at least 50% of the holders of Series CHP Units, including (i) modifying the terms, rights, preferences, privileges or voting powers of the Series CHP Units or (ii) altering the rights, preferences or privileges of any Units of Ashford Holdings so as to adversely affect the Series CHP Units.

For the three and nine months ended September 30, 2022, the Company recorded net income attributable to redeemable noncontrolling interests of $172,000 and $317,000, respectively, to the Series CHP Unit holders which is included in Ashford Holdings in the table above.

Convertible Preferred Stock—Each share of Series D Convertible Preferred Stock: (i) has a liquidation value of $25 per share; (ii) accrues cumulative dividends at the rate of: (a) 6.59% per annum until November 6, 2020; (b) 6.99% per annum from November 6, 2020 until November 6, 2021; and (c) 7.28% per annum thereafter; (iii) participates in any dividend or distribution on the common stock in addition to the preferred dividends; (iv) is convertible into voting common stock at $117.50 per share; and (v) provides for customary anti-dilution protections. In the event the Company fails to pay the dividends on the Series D Convertible Preferred Stock for two consecutive quarterly periods (a “Preferred Stock Breach”), then until such arrearage is paid in cash in full: (A) the dividend rate on the Series D Convertible Preferred Stock will increase to 10.00% per annum until no Preferred Stock Breach exists; (B) no dividends on the Company’s common stock may be declared or paid, and no other distributions or redemptions may be made, on the Company’s common stock; and (C) the Board will be increased by two seats and the holders of 55% of the outstanding Series D Convertible Preferred Stock will be entitled to fill such newly created seats. The Series D Convertible Preferred Stock is beneficially held primarily by Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, and Mr. Archie Bennett, Jr., who is Mr. Monty J. Bennett’s father.

To the extent not paid on April 15, July 15, October 15 and January 15 of each calendar year in respect of the quarterly periods ending on March 31, June 30, September 30 and December 31, respectively (each such date, a “Dividend Payment Date”), all accrued dividends on any share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board and whether or not funds are legally available for the payment thereof. All accrued dividends shall remain accumulated, compounding dividends until paid in cash or converted to common shares.

The Series D Convertible Preferred Stock is entitled to vote alongside our voting common stock on an as-converted basis, subject to applicable voting limitations.

So long as any shares of Series D Convertible Preferred Stock are outstanding, the Company is prohibited from taking specified actions without the consent of the holders of 55% of the outstanding Series D Convertible Preferred Stock, including: (i) modifying the terms, rights, preferences, privileges or voting powers of the Series D Convertible Preferred Stock; (ii) altering the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series D Convertible Preferred Stock; (iii) issuing any security senior to the Series D Convertible Preferred Stock, or any shares of Series D Convertible Preferred Stock other than pursuant to the Combination Agreement dated May 31, 2019 between us, the Bennetts, Remington Holdings, L.P. and certain other parties, as amended (the “Combination Agreement”); (iv) entering into any agreement that expressly prohibits or restricts the payment of dividends on the Series D Convertible Preferred Stock or the common stock of the Company or the exercise of the Change of Control Put Option (as defined in the Combination Agreement); or (v) other than the payment of dividends on the Series D Convertible Preferred Stock or payments to purchase any of the Series D Convertible Preferred Stock, transferring all or a substantial portion of the Company’s or its subsidiaries’ cash balances or other assets to a person other than the Company or its subsidiaries, other than by means of a dividend payable by the Company pro rata to the holders of the Company common stock (together with a corresponding dividend payable to the holders of the Series D Convertible Preferred Stock).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

After June 30, 2026, we will have the option to purchase all or any portion of the Series D Convertible Preferred Stock, in $25.0 million increments, on a pro rata basis among all holders of the Series D Convertible Preferred Stock (subject to the ability of the holders to provide for an alternative allocation amongst themselves), at a price per share equal to: (i) $25.125; plus (ii) all accrued and unpaid dividends (provided any holder of Series D Convertible Preferred Stock shall be entitled to exercise its right to convert its shares of Series D Convertible Preferred Stock into common stock not fewer than five business days before such purchase is scheduled to close).

Under the applicable authoritative accounting guidance, the increasing dividend rate feature of the Series D Convertible Preferred Stock resulted in a discount that was reflected in the fair value of the preferred stock, which was recorded in “Series D Convertible Preferred Stock, net of discount” on our condensed consolidated balance sheets, until the increasing dividend rate feature ended on November 6, 2021. For the three and nine months ended September 30, 2021, we recorded $306,000 and $933,000, respectively, of amortization related to preferred stock discounts.

On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ended June 30, 2021 and December 31, 2021. As of September 30, 2022, the Company had aggregate undeclared preferred stock dividends of approximately $26.8 million, which relates to the second and fourth quarters of 2021 and the third quarter of 2022. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022.

All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our condensed consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid Series D Convertible Preferred Stock dividends, declared and undeclared, totaling $26.8 million and $34.6 million at September 30, 2022 and December 31, 2021, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable.”

Convertible preferred stock cumulative dividends declared during the three and nine months ended September 30, 2022 and 2021 for all issued and outstanding shares were as follows (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

Preferred dividends - declared	$	—	$	8,353	$	35,219	$	16,706
Preferred dividends per share - declared	$	—	$	0.4369	$	1.8420	$	0.8737

Aggregate undeclared convertible preferred stock cumulative dividends (in thousands, except per share amounts):



	September 30, 2022 (1)		December 31, 2021




Aggregate preferred dividends - undeclared	$	26,777	$	34,574

Aggregate preferred dividends - undeclared per share	$	1.4005	$	1.8083

________

(1) Undeclared aggregate preferred dividends as of September 30, 2022 includes the Series D Convertible Preferred Stock dividend for the quarter ended September 30, 2022. On October 3, 2022, subsequent to the period end, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. See discussion above.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13. Equity-Based Compensation

Equity-based compensation expense is primarily recorded in “salaries and benefits expense” and REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” in our condensed consolidated statements of operations. The components of equity-based compensation expense for the three and nine months ended September 30, 2022 and 2021 are presented below by award type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Equity-based compensation
Class 2 LTIP units and stock option amortization (1)	$	979	$	552	$	1,365	$	2,101
Employee equity grant expense (2)	896		363		1,725		904
Director and other non-employee equity grants expense (3)	46		(5)		501		645


Total equity-based compensation	$	1,921	$	910	$	3,591	$	3,650

Other equity-based compensation
REIT equity-based compensation (4)	$	4,638	$	5,499	$	13,116	$	13,676
	$	6,559	$	6,409	$	16,707	$	17,326

________

(1) As of September 30, 2022, the Company had approximately $319,000 of total unrecognized compensation expense related to Class 2 Long-Term Incentive Partnership Units (the “Class 2 LTIP Units”) that will be recognized over a weighted average period of 2.5 years. The three and nine month period ended September 30, 2022 includes total compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP units, respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP unit awards to December 2025. No other modifications were made to the original grant terms.

(2) As of September 30, 2022, the Company had approximately $2.5 million of total unrecognized compensation expense related to restricted shares and LTIP units that will be recognized over a weighted average period of 1.7 years. In March 2022, approximately 39,000 Long-Term Incentive Plan units (the “LTIP units”) with a fair value of approximately $627,000 were issued to one of our executive officers as compensation. The LTIP units have a vesting period of three years. Each LTIP unit once vested can be converted by the holder into one common limited partnership unit of Ashford Holdings which can then be redeemed for cash or, at our election, settled in our common stock.

(3) Grants of stock, restricted stock and stock units to independent directors and other non-employees are recorded at fair value based on the market price of our shares at grant date, and this amount is expensed in “general and administrative” expense.

(4) REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” and is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to our officers and employees.

14. Deferred Compensation Plan

We administer a non-qualified deferred compensation plan (“DCP”) for certain executive officers and other employees which 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 for our executive officers 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).

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Change in fair value
Unrealized gain (loss)	$	78	$	1,611	$	567	$	(1,190)





Distributions
Fair value (1)	$	—	$	13	$	—	$	39
Shares (1)	—		1		—		3

________

(1) Distributions made to one participant.

As of September 30, 2022 and December 31, 2021, the carrying value of the DCP liability was $2.8 million and $3.3 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.

Ashford Trust—We are party to the Second Amended and Restated Advisory Agreement with Ashford Trust. See note 3 for a description of the Second Amended and Restated Advisory Agreement.

Premier is party to a master project management agreement with Ashford Trust OP and Ashford Trust TRS, a subsidiary of Ashford Trust OP, and certain of their affiliates 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.

Remington is party to a master hotel management agreement with Ashford Trust TRS and certain of its affiliates to provide hotel management services. Ashford Trust pays the Company a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met, and other general and administrative expense reimbursements. Ashford Trust pays the base fee and reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding week. Remington is also party to a mutual exclusivity agreement with Ashford Trust and Ashford Trust OP.

On July 1, 2020, Lismore and Ashford Trust amended and restated the Ashford Trust Agreement with an effective date of April 6, 2020 to negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Ashford Trust’s hotels (the “Ashford Trust Agreement”). The Ashford Trust Agreement additionally allows for the Company to receive certain fees for refinancings performed within eight months after the Ashford Trust Agreement terminates. The Ashford Trust Agreement terminated effective April 6, 2022. For the three and nine months ended September 30, 2022, the Company recognized revenue of $125,000 and $2.4 million, respectively. For the three and nine months ended September 30, 2021, the Company recognized revenue of $2.3 million and $8.0 million, respectively. The nine month period ended September 30, 2021 includes a $1.1 million cumulative catch-up adjustment to revenue which was previously considered constrained. As of September 30, 2022 and December 31, 2021, the Company recorded $0 and $2.4 million, respectively, as deferred income. The deferred income related to the various Lismore fees described above was recognized over the 24 month term of the agreement on a straight line basis as the service was rendered, only to the extent it was probable that a significant reversal of revenue would not occur. Constraints relating to variable consideration were resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price was adjusted on a cumulative catch-up basis in the period a transaction or financing event closed. See the table below for details of the revenue recognized by the Company and note 3 for additional discussion of the related deferred income.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The following table summarizes the revenues and expenses related to Ashford Trust (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
REVENUES BY TYPE
Advisory services fees:
Base advisory fees (1)	$	8,855	$	7,254	$	26,202	$	21,762






Hotel management fees:
Base management fees	6,230		5,024		17,805		12,874
Incentive management fees	1,376		1,416		4,080		3,017
Total hotel management fees revenue (2)	7,606		6,440		21,885		15,891

Design and construction fees revenue (3)	3,065		810		7,881		1,847


Other revenue

Watersports, ferry and excursion services (5)	74		—		198		—
Debt placement and related fees (6)	125		3,074		3,108		8,799

Claims management services (7)	—		25		15		55


Other services (8)	342		440		1,018		1,232
Total other revenue	541		3,539		4,339		10,086

Cost reimbursement revenue	61,687		47,646		181,613		110,202

Total revenues	$	81,754	$	65,689	$	241,920	$	159,788

REVENUES BY SEGMENT (9)
REIT advisory	$	12,221	$	11,454	$	37,381	$	33,212
Remington	66,888		49,369		189,375		113,549
Premier	5,593		1,351		13,073		2,994
INSPIRE	19		—		74		—
RED	79		—		208		—
OpenKey	29		29		93		89
Corporate and other (10)	(3,075)		3,486		1,716		9,944
Total revenues	$	81,754	$	65,689	$	241,920	$	159,788

COST OF REVENUES
Cost of revenues for audio visual (4)	$	1,833	$	945	$	5,506	$	1,641


SUPPLEMENTAL REVENUE INFORMATION
Audio visual revenue from guests at REIT properties (4)	$	4,267	$	2,118	$	12,903	$	3,691
Watersports, ferry and excursion services revenue from guests at REIT properties (4)	71		89		135		300

________

(1) Advisory fees earned from Ashford Trust during the three and nine months ended September 30, 2021, excluded $2.2 million and $5.5 million, respectively, of advisory fees that were deferred as a result of the $29.0 million annual Advisory Fee Cap. See note 3 for discussion of the advisory services revenue recognition policy.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(2) Hotel management fees revenue is reported within our Remington segment. Base management fees and incentive management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington receives an incentive management fee equal to the lessor of 1% of each hotel’s annual gross revenues or the amount by which the respective hotel’s gross operating profit exceeds the hotel’s budgeted gross operating profit. See note 3 for discussion of the hotel management fees revenue recognition policy.

(3) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy.

(4) INSPIRE and RED primarily contract directly with customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our condensed consolidated statements of operations. See note 3 for discussion of the revenue recognition policy.

(5) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Ashford Trust rather than contracting with third-party customers.

(6) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services.

(7) Claims management services include revenue earned from providing insurance claim assessment and administration services.

(8) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Wellness.

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

(10) The Corporate and Other segment’s revenue in the three and nine months ended September 30, 2022 includes a re-allocation of $3.5 million of cost reimbursement revenue to Braemar which had previously been allocated to Ashford Trust. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. See discussion regarding Ashford Securities below.

Braemar—We are also a party to an amended and restated advisory agreement with Braemar and its operating subsidiary Braemar OP.

Premier is party to a master project management agreement with Braemar OP and Braemar TRS Corporation, a wholly owned subsidiary of Braemar OP, and certain of their affiliates to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP.

Remington is party to a master hotel management agreement with Braemar TRS Corporation and certain of its affiliates to provide hotel management services. Braemar pays the Company a monthly hotel management fee equal to the greater of approximately $16,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met and other general and administrative expense reimbursements. Braemar pays the base fee and reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding week. Remington is also party to a mutual exclusivity agreement with Braemar and Braemar OP.

On March 20, 2020, Lismore entered into an agreement with Braemar to negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels (the “Braemar Agreement”). The Braemar Agreement terminated effective March 20, 2021. For the three and nine months ended September 30, 2021, the Company recognized revenue of $0 and $853,000, respectively, related to the Braemar Agreement.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
REVENUES BY TYPE
Advisory services fees:
Base advisory fees	$	3,269	$	2,758	$	9,435	$	7,981



Other advisory revenue (1)	131		131		389		389
Total advisory services fees revenue	3,400		2,889		9,824		8,370

Hotel management fees:
Base management fees	715		675		2,210		1,590
Incentive management fees	123		168		587		389
Total hotel management fees revenue (2)	838		843		2,797		1,979

Design and construction fees revenue (3)	2,387		508		5,352		1,129


Other revenue


Watersports, ferry and excursion services (5)	574		517		1,848		1,744
Debt placement and related fees (6)	—		150		190		1,003

Claims management services (7)	—		3		1		6


Other services (8)	56		50		128		137
Total other revenue	630		720		2,167		2,890

Cost reimbursement revenue	19,404		9,314		42,523		20,539

Total revenues	$	26,659	$	14,274	$	62,663	$	34,907

REVENUES BY SEGMENT (9)
REIT advisory	$	7,830	$	6,480	$	21,285	$	16,539
Remington	6,964		5,418		21,157		12,057
Premier	3,080		794		7,231		1,667
INSPIRE	19		—		60		—
RED	577		517		1,855		1,744
OpenKey	9		10		28		29
Corporate and other (10)	8,180		1,055		11,047		2,871
Total revenues	$	26,659	$	14,274	$	62,663	$	34,907

COST OF REVENUES (4)
Cost of revenues for audio visual	$	1,081	$	402	$	2,837	$	501
Other	272		98		717		314

SUPPLEMENTAL REVENUE INFORMATION
Audio visual revenues from guests at REIT properties (5)	$	2,549	$	856	$	6,858	$	1,069
Watersports, ferry and excursion services revenue from guests at REIT properties (4)	458		341		1,669		1,076

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

________

(1) 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.

(4) INSPIRE and RED primarily contract directly with third-party customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our consolidated statements of operations. See note 3 for discussion of the revenue recognition policy.

(5) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Braemar rather than contracting with third-party customers.

(6) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services.

(7) Claims management services include revenue earned from providing insurance claim assessment and administration services.

(8) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey and Pure Wellness.

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

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

ERFP Commitments—On June 26, 2018, the Company entered into the Ashford Trust ERFP Agreement with Ashford Trust. The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. On January 15, 2019, the Company entered into the Braemar ERFP Agreement (collectively with the Ashford Trust ERFP Agreement, the “ERFP Agreements”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the ERFP Agreements, the Company agreed to provide $50 million (each, an “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company paid each REIT 10% of each acquired hotel’s purchase price in exchange for furniture, fixtures and equipment (“FF&E”) at a property owned by such REIT, which were 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 required 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 respective REITs’ acquisition of the hotel property. The Company recognized the related depreciation tax deduction at the time such FF&E was purchased by the Company and placed into service at the respective REIT’s hotel properties. However, the timing of the FF&E purchased and placed into service was 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.

In the first quarter of 2021, Ashford Trust purchased FF&E from the Company at the fair market value of $82,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recorded a loss on sale of the FF&E of $107,000 which is included within “other” operating expense in our condensed consolidated statements of operations. Additionally, on January 20, 2021, Ashford Trust sold the Le Meridien hotel in Minneapolis, Minnesota. The hotel contained FF&E with a net book value of $399,000 which was owned by the Company and leased to Ashford Trust rent-free pursuant to the Ashford Trust ERFP Agreement. The Company recorded a loss on disposal of FF&E of $271,000 within “other” operating expense in our condensed consolidated statements of operations. Pursuant to the agreement, Ashford Trust provided replacement FF&E to the Company in the third quarter of 2021 equal to the fair market value of the sold FF&E with a fair market value of $128,000, which was subsequently leased back to Ashford Trust rent-free.

On April 20, 2021, the Company received written notice from Ashford Trust of Ashford Trust’s intention not to renew the Ashford Trust ERFP Agreement. As a result, the Ashford Trust ERFP Agreement terminated in accordance with its terms on June 26, 2021. The expiration of the Ashford Trust ERFP Agreement has no impact on the Extension Agreement, which continues in full force and effect in accordance with its terms. See note 10.

During the second quarter of 2021, the Company purchased $1.6 million of FF&E from Braemar. The Company set-off the purchased FF&E against a $1.6 million outstanding receivable previously incurred by Braemar. The FF&E purchased by the Company was subsequently leased back to Braemar rent-free.

In the second quarter of 2021, Braemar purchased FF&E from the Company at the fair market value of $144,000 upon expiration of the underlying leases of the FF&E under the Braemar ERFP Agreement. The Company recorded a loss on sale of the FF&E of $267,000 which is included within “other” operating expense in our condensed consolidated statements of operations.

On November 8, 2021, the Company delivered written notice to Braemar of the Company’s intention not to renew the Braemar ERFP Agreement. As a result, the Braemar ERFP Agreement terminated in accordance with its terms on January 15, 2022.

In the first quarter of 2022, Ashford Trust purchased FF&E with a net book value of $1.1 million from the Company at the fair market value of $406,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement (which continues to survive following the termination of such agreement). The Company recorded a loss on sale of the FF&E of $706,000 which is included within “other” operating expense in our condensed consolidated statement of operations.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Ashford Securities—On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by the Company, Ashford Trust and Braemar with respect to expenses to be reimbursed by Ashford Securities. Beginning on the effective date of the Amended and Restated Contribution Agreement, costs to fund the operations of Ashford Securities were allocated based upon an allocation percentage of 50% to the Company, 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023, there will be an amended and restated true up (the “Amended and Restated True-Up Date”) among the Company, Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by the Company, Ashford Trust and Braemar, respectively, through Ashford Securities. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among the Company, Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. On January 27, 2022, the Company entered into a Second Amended and Restated Contribution Agreement with Ashford Trust and Braemar which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 10% to the Company, 45% to Ashford Trust, and 45% to Braemar.

As of September 30, 2022, Ashford Trust and Braemar have funded approximately $5.6 million and $5.1 million, respectively. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital that will be raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. Prior to September 30, 2022, sufficient information was not available to estimate the actual capital which will be raised by each Company on the Amended and Restated True-Up Date. Based upon management’s estimate as of September 30, 2022, the three and nine months ended September 30, 2022 included a re-allocation of $3.5 million of cost reimbursement revenue and reimbursed expenses to Braemar which had previously been allocated to Ashford Trust and a re-allocation of $1.3 million of cost reimbursement revenue and reimbursed expenses to Braemar which had previously been allocated to the Company and eliminated upon consolidation.

The Company recognized a reduction to cost reimbursement revenue of $3.5 million and $2.3 million from Ashford Trust for the three and nine months ended September 30, 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $8.1 million and $10.8 million of cost reimbursement revenue from Braemar for the three and nine months ended September 30, 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $864,000 and $1.8 million of cost reimbursement revenue from Braemar for the three and nine months ended September 30, 2021, respectively, in our condensed consolidated statements of operations. Cost reimbursement revenue for the three and nine months ended September 30, 2022 includes $2.6 million and $3.8 million of dealer manager fees earned by Ashford Securities for the placement of Braemar’s non-listed preferred equity offerings.

Other Related Party Transactions—The Company leases office space from Remington Hotel Corporation (“RHC”), an affiliate owned by the Bennetts, at our corporate headquarters in Dallas, Texas. For the three and nine months ended September 30, 2022, we recorded $818,000 and $2.5 million, respectively, in rent expense related to our corporate office lease with RHC. For the three and nine months ended September 30, 2021, we recorded $838,000 and $2.5 million, respectively, in rent expense related to our corporate office lease with RHC.

Ashford Inc.’s Risk Management department collects funds from the Ashford Trust and Braemar properties and their respective management companies in an amount equal to the actuarial forecast of that year’s expected casualty claims and associated fees. These funds are deposited into restricted cash and used to pay casualty claims throughout the year as they are incurred. The claim liability related to the restricted cash balance is included in current “other liabilities” in our condensed consolidated balance sheets. See note 2.

Ashford Trust held a 15.06% and 16.65% noncontrolling interest in OpenKey as of September 30, 2022 and December 31, 2021, respectively, and Braemar held a 7.92% and 7.77% noncontrolling interest in OpenKey as of September 30, 2022 and December 31, 2021. For the three and nine months ended September 30, 2022, Braemar invested $164,000 and $327,000, respectively, in OpenKey.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

The Company or its affiliates provide to the Bennetts or their permitted designees certain services, including, but not limited to, accounting, tax and administrative services pursuant to that certain Transition Cost Sharing Agreement entered into on November 6, 2019 in connection with Company’s acquisition of Remington from the Bennetts. The gross amount of expenses and reimbursements for these transition services for the three and nine months ended September 30, 2022 was $100,000 and $290,000, respectively. The gross amount of expenses and reimbursements for these transition services for the three and nine months ended September 30, 2021 was $110,000 and $311,000, respectively. The expenses and reimbursements for transition services are recorded on a net basis and, therefore, the reimbursed activity does not impact our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021.

In the third quarter of 2022, given the recent increases in the federal funds rate and interest rates on short-term U.S. Treasury securities, the independent members of the respective boards of directors of Ashford Trust and Braemar approved the Cash Management Strategy. As consideration for the Company’s services under the respective engagements, each of Ashford Trust and Braemar will pay the Company the Cash Management Fees. The Cash Management Fees will be calculated and payable monthly in arrears. Investment of Ashford Trust’s and Braemar’s excess cash pursuant to the Cash Management Strategy commenced in October 2022. See note 1.

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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income (loss) attributable to common stockholders – basic and diluted:
Net income (loss) attributable to the Company	$	(989)	$	(163)	$	5,441	$	(14,057)
Less: Dividends on preferred stock, declared and undeclared (1)	(9,029)		(8,762)		(27,422)		(26,001)
Less: Amortization of preferred stock discount	—		(306)		—		(933)




Undistributed net income (loss) allocated to common stockholders	(10,018)		(9,231)		(21,981)		(40,991)

Distributed and undistributed net income (loss) - basic	$	(10,018)	$	(9,231)	$	(21,981)	$	(40,991)

Effect of deferred compensation plan	—		(1,611)		(620)		—


Distributed and undistributed net income (loss) - diluted	$	(10,018)	$	(10,842)	$	(22,601)	$	(40,991)




Weighted average common shares outstanding:
Weighted average common shares outstanding – basic	2,960		2,785		2,895		2,746


Effect of deferred compensation plan shares	—		197		65		—



Weighted average common shares outstanding – diluted	2,960		2,982		2,960		2,746

Income (loss) per share – basic:


Net income (loss) allocated to common stockholders per share	$	(3.38)	$	(3.31)	$	(7.59)	$	(14.93)
Income (loss) per share – diluted:


Net income (loss) allocated to common stockholders per share	$	(3.38)	$	(3.64)	$	(7.64)	$	(14.93)

________

(1) Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note 12.

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ASHFORD INC. AND SUBSIDIARIES

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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income (loss) allocated to common stockholders is not adjusted for:

Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings	$	158	$	(13)	$	290	$	(56)
Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock	—		—		—		(152)


Dividends on preferred stock, declared and undeclared	9,029		8,762		27,422		26,001
Amortization of preferred stock discount	—		306		—		933
Total	$	9,187	$	9,055	$	27,712	$	26,726
Weighted average diluted shares are not adjusted for:

Effect of unvested restricted shares	82		160		87		101

Effect of assumed conversion of Ashford Holdings units	89		4		56		4
Effect of incremental subsidiary shares	125		140		116		152

Effect of assumed conversion of preferred stock	4,258		4,284		4,289		4,246
Total	4,554		4,588		4,548		4,503

17. Segment Reporting

Our operating segments include: (a) REIT Advisory, which provides asset management and advisory services to other entities; (b) Remington, which provides hotel management services; (c) Premier, which provides comprehensive and cost-effective design, development, architectural, and project management services; (d) INSPIRE, which provides event technology and creative communications solutions services; (e) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms; (f) RED, a provider of watersports activities and other travel and transportation services; (g) Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia; and (h) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality and commercial office industry. For 2022, Premier, OpenKey, RED, Marietta and Pure Wellness do not meet the aggregation criteria or the quantitative thresholds to individually qualify as reportable segments. However, we have elected to disclose Premier, RED and OpenKey as reportable segments. Accordingly, we have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of Marietta and Pure Wellness into an “all other” seventh reportable segment, which we refer to as “Corporate and Other.” See footnote 3 for details of our segments’ material revenue generating activities.

Our chief operating decision maker’s (“CODM”) primary measure of segment profitability is net income. Our CODM currently reviews assets at the consolidated level and does not currently review segment assets to make key decisions on resource allocations. Since such asset information by segment is not reviewed by our CODM, segment assets are not available for disclosure.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Certain information concerning our segments for the three and nine months ended September 30, 2022 and 2021 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 September 30, 2022
	REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE
Advisory services	$	12,255	$	—	$	—	$	—	$	—	$	—	$	—	$	12,255
Hotel management	—		12,876		—		—		—		—		—		12,876
Design and construction fees	—		—		6,276		—		—		—		—		6,276
Audio visual	—		—		—		26,159		—		—		—		26,159
Other	—		—		—		—		6,608		389		3,394		10,391
Cost reimbursement revenue (1)	7,798		80,880		3,306		38		8		—		4,621		96,651
Total revenues	20,053		93,756		9,582		26,197		6,616		389		8,015		164,608
EXPENSES
Depreciation and amortization	853		3,288		2,978		418		175		3		381		8,096

Other operating expenses (2)	—		6,971		3,071		25,571		5,895		1,362		14,271		57,141
Reimbursed expenses (1)	7,723		80,880		3,306		38		8		—		4,621		96,576
Total operating expenses	8,576		91,139		9,355		26,027		6,078		1,365		19,273		161,813
OPERATING INCOME (LOSS)	11,477		2,617		227		170		538		(976)		(11,258)		2,795
Equity in earnings (loss) of unconsolidated entities	—		—		—		—		—		—		(147)		(147)
Interest expense	—		—		—		(345)		(195)		—		(2,426)		(2,966)
Amortization of loan costs	—		—		—		(23)		(10)		—		(186)		(219)
Interest income	—		38		—		—		—		—		38		76
Realized gain (loss) on investments	—		(3)		—		—		—		—		—		(3)
Other income (expense)	—		18		—		(91)		(1)		—		52		(22)
INCOME (LOSS) BEFORE INCOME TAXES	11,477		2,670		227		(289)		332		(976)		(13,927)		(486)
Income tax (expense) benefit	(2,849)		(256)		(112)		53		192		—		2,355		(617)
NET INCOME (LOSS)	$	8,628	$	2,414	$	115	$	(236)	$	524	$	(976)	$	(11,572)	$	(1,103)

________

(1) Our segments are reported net of eliminations upon consolidation. Approximately $3.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

(2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Nine Months Ended September 30, 2022
	REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE
Advisory services fees	$	36,026	$	—	$	—	$	—	$	—	$	—	$	—	$	36,026
Hotel management fees	—		33,474		—		—		—		—		—		33,474
Design and construction fees	—		—		15,538		—		—		—		—		15,538

Audio visual	—		—		—		87,101		—		—		—		87,101
Other	16		181		—		—		20,337		1,180		12,188		33,902
Cost reimbursement revenue (1)	22,626		221,407		7,355		134		17		4		8,436		259,979
Total revenues	58,668		255,062		22,893		87,235		20,354		1,184		20,624		466,020
EXPENSES
Depreciation and amortization	2,558		9,107		8,914		1,358		501		9		1,293		23,740

Other operating expenses (2)	706		17,216		9,787		76,377		16,633		4,024		39,792		164,535
Reimbursed expenses (1)	22,312		221,407		7,355		134		17		4		8,436		259,665
Total operating expenses	25,576		247,730		26,056		77,869		17,151		4,037		49,521		447,940
OPERATING INCOME (LOSS)	33,092		7,332		(3,163)		9,366		3,203		(2,853)		(28,897)		18,080
Equity in earnings (loss) of unconsolidated entities	—		—		—		—		—		—		110		110
Interest expense	—		—		—		(860)		(537)		—		(5,384)		(6,781)
Amortization of loan costs	—		—		—		(93)		(41)		—		(390)		(524)
Interest income	—		145		—		—		—		—		50		195
Realized gain (loss) on investments	—		(74)		—		—		—		—		—		(74)
Other income (expense)	—		18		—		(95)		(41)		4		(20)		(134)
INCOME (LOSS) BEFORE INCOME TAXES	33,092		7,421		(3,163)		8,318		2,584		(2,849)		(34,531)		10,872
Income tax (expense) benefit	(8,196)		(251)		(678)		(3,318)		(680)		—		7,152		(5,971)
NET INCOME (LOSS)	$	24,896	$	7,170	$	(3,841)	$	5,000	$	1,904	$	(2,849)	$	(27,379)	$	4,901

________

(1) Our segments are reported net of eliminations upon consolidation. Approximately $9.6 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

(2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Three Months Ended September 30, 2021
	REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE
Advisory services fees	$	10,143	$	—	$	—	$	—	$	—	$	—	$	—	$	10,143
Hotel management fees	—		7,750		—		—		—		—		—		7,750
Design and construction fees	—		—		2,202		—		—		—		—		2,202
Audio visual	—		—		—		15,108		—		—		—		15,108
Other	28		—		—		—		6,738		505		5,833		13,104
Cost reimbursement revenue (1)	7,765		50,405		845		—		—		—		864		59,879
Total revenues	17,936		58,155		3,047		15,108		6,738		505		6,697		108,186
EXPENSES
Depreciation and amortization	980		3,036		3,058		471		106		4		401		8,056
Impairment	—		—		—		1,160		—		—		—		1,160
Other operating expenses (2)	26		3,748		2,250		14,819		5,195		1,373		11,110		38,521
Reimbursed expenses (1)	7,708		50,405		845		—		—		—		864		59,822
Total operating expenses	8,714		57,189		6,153		16,450		5,301		1,377		12,375		107,559
OPERATING INCOME (LOSS)	9,222		966		(3,106)		(1,342)		1,437		(872)		(5,678)		627
Equity in earnings (loss) of unconsolidated entities	—		15		—		—		—		—		(3)		12
Interest expense	—		—		—		(222)		(164)		—		(904)		(1,290)
Amortization of loan costs	—		—		—		(43)		(13)		—		(22)		(78)
Interest income	—		72		—		—		—		—		—		72
Realized gain (loss) on investments	—		370				—		—		—		—		370
Other income (expense)	—		9		—		81		(61)		—		—		29
INCOME (LOSS) BEFORE INCOME TAXES	9,222		1,432		(3,106)		(1,526)		1,199		(872)		(6,607)		(258)
Income tax (expense) benefit	(2,011)		(469)		728		350		(377)		—		1,681		(98)
NET INCOME (LOSS)	$	7,211	$	963	$	(2,378)	$	(1,176)	$	822	$	(872)	$	(4,926)	$	(356)

________

(1) Our segments are reported net of eliminations upon consolidation. Approximately $2.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

(2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Nine Months Ended September 30, 2021
	REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE
Advisory services fees	$	30,132	$	—	$	—	$	—	$	—	$	—	$	—	$	30,132
Hotel management fees	—		18,737		—		—		—		—		—		18,737
Design and construction fees	—		—		5,611		—		—		—		—		5,611
Audio visual	—		—		—		28,170		—		—		—		28,170
Other	61		20		—		—		18,159		1,436		16,223		35,899
Cost reimbursement revenue (1)	19,556		114,290		1,810		—		—		—		1,761		137,417
Total revenues	49,749		133,047		7,421		28,170		18,159		1,436		17,984		255,966
EXPENSES
Depreciation and amortization	3,053		9,104		9,171		1,408		291		12		1,415		24,454
Impairment	—		—		—		1,160		—		—		—		1,160
Other operating expenses (2)	645		10,370		6,203		31,664		13,540		3,934		38,900		105,256
Reimbursed expenses (1)	19,293		114,290		1,810		—		—		—		1,761		137,154
Total operating expenses	22,991		133,764		17,184		34,232		13,831		3,946		42,076		268,024
OPERATING INCOME (LOSS)	26,758		(717)		(9,763)		(6,062)		4,328		(2,510)		(24,092)		(12,058)
Equity in earnings (loss) of unconsolidated entities	—		(139)		—		—		—		—		(21)		(160)
Interest expense	—		—		—		(635)		(465)		—		(2,745)		(3,845)
Amortization of loan costs	—		—		—		(87)		(24)		—		(98)		(209)
Interest income	—		205		—		—		—		—		2		207
Realized gain (loss) on investments	—		(3)		—		—		—		—		—		(3)
Other income (expense)	—		10		—		(26)		(224)		(1)		(15)		(256)
INCOME (LOSS) BEFORE INCOME TAXES	26,758		(644)		(9,763)		(6,810)		3,615		(2,511)		(26,969)		(16,324)
Income tax (expense) benefit	(6,144)		(1,132)		2,048		1,427		(1,171)		—		6,522		1,550
NET INCOME (LOSS)	$	20,614	$	(1,776)	$	(7,715)	$	(5,383)	$	2,444	$	(2,511)	$	(20,447)	$	(14,774)

________

(1) Our segments are reported net of eliminations upon consolidation. Approximately $6.5 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

(2) Other operating expenses includes salaries and benefits, costs of revenues for design and construction, cost of revenues for audio visual, general and administrative expenses and other expenses.

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

18. Subsequent Events

On October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022.

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 Nevada 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” Ashford Hospitality Services LLC, a Delaware limited liability company, which we refer to as “Ashford Services” Premier Project Management LLC, a Maryland limited liability company, which we refer to as “Premier Project Management,” or “Premier” and Remington Lodging & Hospitality, LLC, a Delaware limited liability company, which we refer to as “Remington.”“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.”

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 ability to maintain compliance with the NYSE American LLC (the “NYSE American”) continued listing standards;

•our understanding of our competition;

•the future success of recent acquisitions;

•the future demand for our services as our clients in the hospitality industry, including Ashford Trust and Braemar, recover from the COVID-19 pandemic;

•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, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022, including under the sections captioned “Item 1. Business,” “Item 1A. Risk Factors,” “Item 3. Legal Proceedings,” and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations,” as supplemented by our subsequent Quarterly Reports on Form 10-Q and other filings under the Exchange Act;

•changes in interest rates;

•macroeconomic conditions, such as a prolonged period of weak economic growth, and volatility in capital markets;

•extreme weather conditions may cause property damage or interrupt business;

•actions by our clients’ lenders to accelerate loan balances and foreclose on our clients’ hotel properties that are security for our clients’ loans that are in default;

•uncertainty associated with the ability of the Company to remain in compliance with all covenants in our credit agreements and our subsidiaries to remain in compliance with the covenants of their debt and related agreements;

•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 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;

•our ability to implement effective internal controls to address the material weakness identified in this report;

•legislative and regulatory changes;

•the possibility that we may not realize any or all of the anticipated benefits from transactions to acquire businesses, including the 2018 acquisition of Premier, the 2019 acquisition of Remington and the 2022 acquisition of Chesapeake, and the possibility we will be required to record additional goodwill impairments relating to Remington as a result of the impact of the COVID-19 pandemic on our clients’, and our business;

•the possibility that the lodging industry may not fully recover to pre-pandemic levels as a result of the acceptance of “work-from-home” business practices and potentially lasting increased adoption of remote meeting and collaboration technologies;

•the possibility that we may not realize any or all of the anticipated benefits from our business initiatives;

•the failure to make full dividend payments on our Series D Convertible Preferred Stock in consecutive quarters, which would result in a higher interest rate and the right of Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. to each have the right to appoint one member to the Board until such arrearages are paid in full;

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

•unexpected costs of further goodwill impairments relating to the acquisition or integration of Remington 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. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak and the numerous government travel restrictions imposed in response thereto. The extent to which COVID-19 impacts us will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. 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 Nevada corporation that provides products and services primarily to clients in the hospitality industry, including Ashford Trust and Braemar. We became a public company in November 2014, and our common stock is listed on the NYSE American. As of November 7, 2022, Mr. Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, owned approximately 610,246 shares of our common stock, which represented an approximately 19.6% ownership interest in Ashford Inc., and owned 18,758,600 shares of our Series D Convertible Preferred Stock (the “Series D Convertible Preferred Stock”), which is convertible at a price of $117.50 per share into an additional approximate 3,991,191 shares of Ashford Inc. common stock, which if exercised as of November 7, 2022 would have increased Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.’s ownership interest in Ashford Inc. to approximately 64.8%.

We provide: (i) advisory services; (ii) asset management services; (iii) hotel management services; (iv) design and construction and architectural services; (v) event technology and creative communications solutions; (vi) mobile room keys and keyless entry solutions; (vii) watersports activities and other travel, concierge and transportation services; (viii) hypoallergenic premium room products and services; (ix) debt placement and related services; (x) real estate advisory and brokerage services; and (xi) wholesaler, dealer manager and other broker-dealer services. We conduct these activities and own substantially all of our assets primarily through Ashford LLC, Ashford Services and their respective subsidiaries.

We seek to grow through the implementation of two primary strategies: (i) increasing our assets under management; and (ii) pursuing third-party business to grow our other products and services businesses.

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 and their respective hotels from an ownership perspective, in each case subject to the respective advisory agreements and the supervision and oversight of the respective boards of directors of Ashford Trust and Braemar. Ashford Trust is focused on investing in full-service hotels in the upscale and upper upscale segments in the United States 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. 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 for each of Ashford Trust and Braemar to conduct their respective businesses. We may also perform similar functions for new or additional platforms. In our capacity as an advisor, 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. Additionally, Remington, a subsidiary of the Company, operates certain hotel properties owned by Ashford Trust, Braemar and third-parties.

Recent Developments

In the third quarter of 2022, given the recent increases in the federal funds rate and interest rates on short-term U.S. Treasury securities, the independent members of the respective boards of directors of Ashford Trust and Braemar approved the Cash Management Strategy. As consideration for the Company’s services under the respective engagements, each of Ashford Trust and Braemar will pay the Company the Cash Management Fees. The Cash Management Fees will be calculated and payable monthly in arrears. Investment of Ashford Trust’s and Braemar’s excess cash pursuant to the Cash Management Strategy commenced in October 2022.

Shareholder Rights Plan

On August 30, 2022, we adopted a shareholder rights plan by entering into a Rights Agreement, dated August 30, 2022, with ComputerShare Trust Company, N.A., as rights agent (the “Rights Agreement”). The Rights Agreement was adopted in response to recent volatility of the stock market and trading of our Common Stock and is intended to protect the Company and its stockholders from efforts to obtain control or rapid share accumulations that are inconsistent with the best interests of the Company and its stockholders. The Board implemented the rights plan by declaring (i) a dividend to the holders of the Company’s common stock of one preferred share purchase right (a “Right”) for each share of common stock and (ii) a dividend to the holders of the Company’s Series D Convertible Preferred Stock of one Right in respect of each share of the Company’s common stock issuable upon conversion of the Series D Convertible Preferred Stock. The dividends were distributed on September 9, 2022 (the “Record Date”), to our stockholders of record on that date. Each of those Rights becomes exercisable on the Distribution Date (defined below) and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series F Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), at a price of $275 per one

one-thousandth of a share of our Series F Preferred Stock represented by such Right, subject to adjustment. The Rights will expire on July 30, 2023 unless the expiration date is extended or unless the Rights are earlier redeemed by the Company.

Initially, the Rights will be attached to all certificates representing our common stock and the Series D Convertible Preferred Stock, and no separate certificates evidencing the Rights (the “Rights Certificates”) will be issued. The Rights Agreement provides that, until the date on which the Rights separate and begin trading separately from our common stock (which we refer to as the “Distribution Date”) or earlier expiration or redemption of the Rights, (i) the Rights will be transferred with and only with the shares of our common stock and Series D Convertible Preferred Stock, (ii) new certificates representing shares of our common stock and the Series D Convertible Preferred Stock issued after the Record Date or upon transfer or new issuance of shares of our common stock or Series D Convertible Preferred Stock will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for shares of our common stock or Series D Convertible Preferred Stock outstanding as of the Record Date, even without such notation or a copy of the Summary of Rights (as defined in the Rights Agreement) being attached thereto, will also constitute the transfer of the Rights associated with the shares of our common stock or the Series D Convertible Preferred Stock represented by such certificate. The Distribution Date will occur, and the Rights would separate and begin trading separately from the shares of our common stock, and Rights Certificates will be caused to evidence the Rights on the earlier to occur of:

1.10 business days following a public announcement, or the public disclosure of facts indicating, that a person or group of affiliated or associated persons has acquired Beneficial Ownership (as defined in the Rights Agreement) of 10% or more of the outstanding shares of common stock (referred to, subject to certain exceptions, as an “Acquiring Person”) (or, in the event an exchange of the Rights for shares of our common stock is effected in accordance with certain provisions of the Rights Agreement and the Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement); or

2.10 business days (or such later date as may be determined by action of the Board prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the outstanding shares of our common stock.

The Rights also become exercisable if a person or group that already beneficially owns 10% or more of our common stock acquires any additional shares of our common stock without the approval of the Board, except that the Distribution Date will not occur as a result of our company, one of our subsidiaries, one of our employee benefit plans or a trustee for one of those plans, or Mr. Monty J. Bennett and certain of his affiliates and associates acquiring additional shares of our common stock, and those persons will not be Acquiring Persons.

If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement, with certain limited exceptions, the Rights will become exercisable for shares of the Company’s common stock (or, in certain circumstances, shares of our Series F Preferred Stock or other similar securities of the Company) having a value equal to two times the exercise price of the Right. From and after the announcement that any person has become an Acquiring Person, if the Rights evidenced by a Rights Certificate are or were at any time on or after the earlier of (i) the date of such announcement or (ii) the Distribution Date acquired or beneficially owned by an Acquiring Person or an associate or affiliate of an Acquiring Person, such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In addition, if, at any time after a person becomes an Acquiring Person, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of the Company’s common stock are or will be changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property; or (iii) 50% or more of the Company’s consolidated assets or Earning Power (as defined in the Rights Agreement) are sold, then proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise of a Right at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. Upon the occurrence of an event of the type described in this paragraph, if the Board so elects, we will deliver upon payment of the exercise price of a right an amount of cash or securities equivalent in value to the shares of common stock issuable upon exercise of a Right. If the Company fails to meet such obligation within 30 days following of the announcement that a person has become an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, shares of common stock (to the extent available) and cash equal in value to the difference between the value of the shares the Company’s common stock otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional shares of our common stock to permit the issuance of such shares of our common stock upon the exercise in full of the Rights.

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

Cost reimbursement revenue and reimbursed expenses for the three and nine months ended September 30, 2021, were restated as previously disclosed in the restated condensed consolidated statement of operations for the three and nine months ended September 30, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. See discussion in note 2 to our condensed consolidated financial statements.

Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021

The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the three months ended September 30, 2022 and 2021 (in thousands):


	Three Months Ended September 30,				Favorable (Unfavorable)
	2022		2021		$ Change		% Change
REVENUE
Advisory services fees	$	12,255	$	10,143	$	2,112	20.8	%
Hotel management fees	12,876		7,750		5,126		66.1	%
Design and construction fees	6,276		2,202		4,074		185.0	%
Audio visual	26,159		15,108		11,051		73.1	%
Other	10,391		13,104		(2,713)		(20.7)	%
Cost reimbursement revenue	96,651		59,879		36,772		61.4	%
Total revenues	164,608		108,186		56,422		52.2	%
EXPENSES
Salaries and benefits	21,328		13,793		(7,535)		(54.6)	%
Cost of revenues for design and construction	1,789		1,032		(757)		(73.4)	%
Cost of revenues for audio visual	19,884		11,353		(8,531)		(75.1)	%
Depreciation and amortization	8,096		8,056		(40)		(0.5)	%
General and administrative	8,390		7,585		(805)		(10.6)	%
Impairment	—		1,160		1,160		100.0	%
Other	5,750		4,758		(992)		(20.8)	%
Reimbursed expenses	96,576		59,822		(36,754)		(61.4)	%
Total expenses	161,813		107,559		(54,254)		(50.4)	%
OPERATING INCOME (LOSS)	2,795		627		2,168		345.8	%


Equity in earnings (loss) of unconsolidated entities	(147)		12		(159)		(1,325.0)	%
Interest expense	(2,966)		(1,290)		(1,676)		(129.9)	%
Amortization of loan costs	(219)		(78)		(141)		(180.8)	%
Interest income	76		72		4		5.6	%


Realized gain (loss) on investments	(3)		370		(373)		(100.8)	%

Other income (expense)	(22)		29		(51)		(175.9)	%
INCOME (LOSS) BEFORE INCOME TAXES	(486)		(258)		(228)		(88.4)	%
Income tax (expense) benefit	(617)		(98)		(519)		(529.6)	%
NET INCOME (LOSS)	(1,103)		(356)		(747)		(209.8)	%
(Income) loss from consolidated entities attributable to noncontrolling interests	272		180		92		51.1	%
Net (income) loss attributable to redeemable noncontrolling interests	(158)		13		(171)		(1,315.4)	%
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(989)		(163)		(826)		(506.7)	%
Preferred dividends, declared and undeclared	(9,029)		(8,762)		(267)		(3.0)	%
Amortization of preferred stock discount	—		(306)		306		100.0	%
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(10,018)	$	(9,231)	$	(787)	(8.5)	%

Net Income (Loss) Attributable to Common Stockholders. Net income (loss) attributable to common stockholders changed $787,000, or 8.5%, to a $10.0 million loss for the three months ended September 30, 2022 (“the 2022 quarter”) compared to a $9.2 million loss for the three months ended September 30, 2021 (“the 2021 quarter”) as a result of the factors discussed below.

Total Revenues. Total revenues increased $56.4 million, or 52.2%, to $164.6 million for the 2022 quarter compared to the 2021 quarter due to the following (in thousands):


	Three Months Ended September 30,				Favorable (Unfavorable)
	2022		2021		$ Change		% Change
Advisory services fees:
Base advisory fees (1)	$	12,124	$	10,012	$	2,112	21.1	%



Other advisory revenue (2)	131		131		—		—	%
Total advisory services fees revenue	12,255		10,143		2,112		20.8	%

Hotel management fees:
Base management fees	9,285		6,166		3,119		50.6	%
Incentive management fees	2,242		1,584		658		41.5	%
Other management fees	1,349		—		1,349
Total hotel management fees revenue (3)	12,876		7,750		5,126		66.1	%

Design and construction fees revenue (4)	6,276		2,202		4,074		185.0	%

Audio visual revenue (5)	26,159		15,108		11,051		73.1	%

Other revenue:


Watersports, ferry and excursion services (6)	6,608		6,738		(130)		(1.9)	%
Debt placement and related fees (7)	125		3,224		(3,099)		(96.1)	%

Claims management services (8)	—		28		(28)		(100.0)	%



Other services (9)	3,658		3,114		544		17.5	%
Total other revenue	10,391		13,104		(2,713)		(20.7)	%

Cost reimbursement revenue (10)	96,651		59,879		36,772		61.4	%

Total revenues	$	164,608	$	108,186	$	56,422	52.2	%

REVENUES BY SEGMENT (11)
REIT advisory	$	20,053	$	17,936	$	2,117	11.8	%
Remington	93,756		58,155		35,601		61.2	%
Premier	9,582		3,047		6,535		214.5	%
INSPIRE	26,197		15,108		11,089		73.4	%
RED	6,616		6,738		(122)		(1.8)	%
OpenKey	389		505		(116)		(23.0)	%
Corporate and other	8,015		6,697		1,318		19.7	%
Total revenues	$	164,608	$	108,186	$	56,422	52.2	%

________

(1)The increase in base advisory fee is primarily due to higher revenue of $1.6 million from Ashford Trust and higher revenue of $511,000 from Braemar. Advisory fees earned from Ashford Trust during the 2021 quarter excluded $2.2 million of advisory fees that were deferred as a result of the $29.0 million annual Advisory Fee Cap. See note 3 to our condensed consolidated financial statements for discussion of the advisory services revenue recognition policy.

(2) 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 evenly over the initial ten-year term of the

agreement.

(3) The increase in hotel management fees revenue is primarily due to higher base management fees from Ashford Trust and third-parties of $1.2 million and $1.9 million, respectively, and higher incentive management fees and other management fees primarily from third-parties of $743,000 and $1.3 million, respectively. The increase from Ashford Trust is due to increased demand compared to the 2021 quarter. The increase in third-party revenue is primarily due to Remington’s acquisition of Chesapeake in the second quarter of 2022.

(4) The increase in design and construction fees revenue is due to higher revenue from Ashford Trust and Braemar of $2.3 million and $1.9 million, respectively, due to increased capital expenditures.

(5) The $11.1 million increase in audio visual revenue is due to a recovery in demand for group events.

(6) The $130,000 decrease in watersports, ferry and excursion services revenue is due to a decrease in revenue for RED’s recreational services in the U.S. Virgin Islands and Key West, Florida partially offset by an increase in revenue from RED’s Turks and Caicos Islands operations.

(7) The decrease in debt placement and related fee revenue is due to lower revenue of $2.9 million from Ashford Trust. Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. The decrease in revenue from Ashford Trust in the 2022 quarter is due to the expiration of the Ashford Trust Agreement with Lismore on April 6, 2022.

(8) Claims management services include revenue earned from providing insurance claim assessment and administration services to Ashford Trust and Braemar.

(9) The increase in other services revenue is primarily due to higher revenue from Marietta of $778,000 in the 2022 quarter compared to the 2021 quarter due to an increase in operations. Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey and Pure Wellness, to Ashford Trust, Braemar and other third parties and also includes Marietta.

(10) The increase in cost reimbursement revenue is primarily due to an increase in Remington’s cost reimbursement revenue of $30.5 million in the 2022 quarter due a recovery in operations in the 2022 quarter compared to the 2021 quarter and Remington’s acquisition of Chesapeake in the second quarter of 2022. The increase is additionally due to an increase of $2.5 million in cost reimbursement revenue from Premier in the 2022 quarter due to a recovery in operations in the 2022 quarter compared to the 2021 quarter.

(11) See note 17 to our condensed consolidated financial statements for discussion of segment reporting.

Salaries and Benefits Expense. Salaries and benefits expense increased $7.5 million, or 54.6%, to $21.3 million for the 2022 quarter compared to the 2021 quarter. The change in salaries and benefits expense consisted of the following (in thousands):


	Three Months Ended September 30,
	2022		2021		$ Change
Salaries and benefits:
Salary expense (1)	$	12,031	$	9,479	$	2,552
Bonus expense	4,597		3,665		932
Benefits related expenses (2)	2,903		1,345		1,558
Total salary, bonus, and benefits related expenses	19,531		14,489		5,042
Non-cash equity-based compensation:
Class 2 LTIP units and stock option grants (3)	979		552		427
Employee equity grant expense (4)	896		363		533


Total equity-based compensation	1,875		915		960
Non-cash (gain) loss in deferred compensation plan (5)	(78)		(1,611)		1,533
Total salaries and benefits	$	21,328	$	13,793	$	7,535

________

(1)The increase in salary expense is primarily due to an increase in corporate employees at both the Company’s corporate office and our subsidiaries’ corporate offices compared to the 2021 quarter and includes $660,000 of expense recognized in the 2022 quarter related to Mr. Welter’s termination agreement with the Company. See note 10 to our condensed consolidated financial statements.

(2)The increase in benefits related expenses is primarily due to the reinstatement of the Company’s 401(k) contribution to employees at the start of the 2022 fiscal year and due to an increase in corporate employees at both the Company’s corporate office and our subsidiaries’ corporate offices compared to the 2021 quarter.

(3)The 2022 quarter includes compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP units, respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP unit awards to December 2025. No other modifications were made to the original grant terms.

(4)The 2022 quarter includes $472,000 of expense related to restricted shares previously awarded to Mr. Welter which were accelerated upon the termination of his employment.

(5) The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The gain in the 2022 quarter and the 2021 quarter are primarily attributable to decreases in the fair value of the DCP obligation, respectively. See note 14 to our condensed consolidated financial statements.

Cost of Revenues for Design and Construction. Cost of revenues for design and construction increased $757,000, or 73.4%, to $1.8 million during the 2022 quarter compared to $1.0 million for the 2021 quarter due to increased capital expenditures by our clients.

Cost of Revenues for Audio Visual. Cost of revenues for audio visual increased $8.5 million, or 75.1%, to $19.9 million during the 2022 quarter compared to $11.4 million for the 2021 quarter, primarily due to an increase in demand for group events.

Depreciation and Amortization Expense. Depreciation and amortization expense increased $40,000, or 0.5%, to $8.1 million for the 2022 quarter compared to the 2021 quarter. Depreciation and amortization expense for the 2022 quarter and the 2021 quarter excludes depreciation expense related to audio visual equipment of $1.3 million and $1.2 million, respectively, which is included in “cost of revenues for audio visual” and also excludes depreciation expense for the 2022 quarter and the 2021 quarter related to marine vessels in the amount of $421,000 and $262,000, respectively, which are included in “other” operating expense.

General and Administrative Expense. General and administrative expenses increased $805,000, or 10.6%, to $8.4 million for the 2022 quarter compared to the 2021 quarter. The change in general and administrative expense consisted of the following (in thousands):


	Three Months Ended September 30,
	2022		2021		$ Change
Professional fees	$	2,410	$	2,972	$	(562)
Office expense	2,710		2,186		524
Public company costs	75		87		(12)
Director costs	374		337		37
Travel and other expense (1)	2,593		1,986		607
Non-capitalizable - software costs	228		17		211
Total general and administrative	$	8,390	$	7,585	$	805

________

(1) The increase in travel and other expense includes increases in the Company’s business travel for corporate employees and our products and services companies in the 2022 quarter as the Company’s subsidiaries’ operations accelerated compared to the 2021 quarter.

Impairment. During the 2021 quarter, we recognized impairment charges of $1.2 million related to the impairment of indefinite-lived JSAV trademarks as a result of the strategic rebranding of our segment formerly known as JSAV to INSPIRE.

Other. Other operating expense increased $1.0 million, or 20.8%, to $5.8 million for the 2022 quarter compared to the 2021 quarter. The increase was primarily caused by operating expenses associated with RED and Marietta as their respective operations increased during the 2022 quarter. Other operating expense also includes $300,000 of expense related to the changes in fair value of the contingent consideration liability from the Company’s acquisition of Chesapeake and also includes cost of goods sold, royalties and operating expenses associated with OpenKey and Pure Wellness.

Reimbursed Expenses. Reimbursed expenses increased $36.8 million to $96.6 million during the 2022 quarter compared to $59.8 million for the 2021 quarter primarily due to increased hotel management expenses incurred by Remington due to the increase in hotel room demand and Remington’s acquisition of Chesapeake during the second quarter of 2022.

Reimbursed expenses recorded may vary from cost reimbursement revenue recognized in the quarter due to timing differences between the costs we incur for centralized software programs and the related reimbursements we receive from Ashford Trust and Braemar. Over the long term, these timing differences are not designed to impact our economics, either positively or negatively. The timing differences consisted of the following (in thousands):


	Three Months Ended September 30,
	2022		2021		$ Change
Cost reimbursement revenue	$	96,651	$	59,879	$	36,772
Reimbursed expenses	96,576		59,822		36,754
Net total	$	75	$	57	$	18

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in earnings (loss) of unconsolidated entities changed $159,000 for the 2022 quarter. Equity in earnings (loss) of unconsolidated entities primarily represents earnings (loss) in our equity method investment in REA Holdings. See note 2 to our condensed consolidated financial statements.

Interest Expense. Interest expense increased $1.7 million to $3.0 million during the 2022 quarter compared to $1.3 million for the 2021 quarter. The increase is primarily due to an increase in the Company’s notes payable under our Credit Facility which had an outstanding balance of $70.0 million as of September 30, 2022. Interest expense in the 2022 quarter included expense of $1.8 million related to the Company’s Credit Facility. The increase in interest expense is also due to higher average LIBOR and Prime Rates during the 2022 quarter. The average LIBOR rates in the 2022 quarter and the 2021 quarter were 2.47% and 0.09%, respectively, and the average Prime Rates in the 2022 quarter and the 2021 quarter were 5.37% and 3.25%, respectively. Interest expense relates to our Credit Facility and notes payable, lines of credit and finance leases held by our consolidated subsidiaries. See note 6 to our condensed consolidated financial statements.

Amortization of Loan Costs. Amortization of loan costs was $219,000 and $78,000 for the 2022 quarter and the 2021 quarter, respectively. The increase is primarily due to the Company’s Credit Facility entered into in the second quarter of 2022. Amortization of loan costs relates to our Credit Facility and notes payable held by our consolidated subsidiaries. See note 6 to our condensed consolidated financial statements.

Interest Income. Interest income was $76,000 and $72,000 for the 2022 quarter and the 2021 quarter, respectively.

Realized Gain (Loss) on Investments. Realized gain (loss) on investments was a loss of $3,000 and a gain of $370,000 for the 2022 quarter and the 2021 quarter, respectively. The realized loss on investments for the 2021 quarter primarily relates to the sale of an unconsolidated equity investment previously held by Remington accounted for under the equity method.

Other Income (Expense). Other income (expense) was $22,000 of expense in the 2022 quarter and $29,000 of income in the 2021 quarter.

Income Tax (Expense) Benefit. Income tax (expense) benefit changed by $519,000, from an expense of $98,000 in the 2021 quarter to an expense of $617,000 in the 2022 quarter. Current income tax expense changed by $1.3 million, from $3.1 million of expense in the 2021 quarter to $1.8 million of expense in the 2022 quarter. Deferred income tax benefit changed by $1.7 million from a $2.9 million benefit in the 2021 quarter to a $1.2 million benefit in the 2022 quarter. The difference in income tax (expense) benefit is related to an increase in operating income and changes in accrued expense liabilities.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. The noncontrolling interests in consolidated entities were allocated a loss of $272,000 in the 2022 quarter and a loss of $180,000 in the 2021 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. Redeemable noncontrolling interests were allocated income of $158,000 in the 2022 quarter and a loss of $13,000 in the 2021 quarter. The 2022 quarter includes $172,000 of income allocated to the Series CHP Units holders. Redeemable noncontrolling interests represents ownership interests in Ashford Holdings which include the Series CHP Units which are recorded as a redeemable noncontrolling interest in the mezzanine section of our condensed consolidated balance sheets. For a summary of ownership interests, carrying values and allocations, see notes 2 and 12 to our condensed consolidated financial statements.

Preferred Dividends, Declared and Undeclared. Preferred dividends increased $267,000, or 3.0%, to $9.0 million during the 2022 quarter compared to $8.8 million for the 2021 quarter, due to the increase in the dividend rate of the Series D Convertible Preferred Stock which occurred on November 6, 2021 and due to accumulating and compounding dividends related to undeclared preferred stock dividends. See note 12 to our condensed consolidated financial statements.

Amortization of Preferred Stock Discount. The amortization of preferred stock discount decreased $306,000, or 100.0%, to $0 during the 2022 quarter compared to $306,000 for the 2021 quarter, due to the ending of the amortization period on the dividend rate of the Series D Convertible Preferred Stock on November 6, 2021. See note 12 to our condensed consolidated financial statements.

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 (in thousands):


	Nine Months Ended September 30,				Favorable (Unfavorable)
	2022		2021		$ Change		% Change
REVENUE
Advisory services fees	$	36,026	$	30,132	$	5,894	19.6	%
Hotel management fees	33,474		18,737		14,737		78.7	%
Design and construction fees	15,538		5,611		9,927		176.9	%
Audio visual	87,101		28,170		58,931		209.2	%
Other	33,902		35,899		(1,997)		(5.6)	%
Cost reimbursement revenue	259,979		137,417		122,562		89.2	%
Total revenues	466,020		255,966		210,054		82.1	%
EXPENSES
Salaries and benefits	54,776		46,961		(7,815)		(16.6)	%
Cost of revenues for design and construction	5,905		2,812		(3,093)		(110.0)	%
Cost of revenues for audio visual	61,042		22,611		(38,431)		(170.0)	%
Depreciation and amortization	23,740		24,454		714		2.9	%
General and administrative	25,926		19,444		(6,482)		(33.3)	%
Impairment	—		1,160		1,160		100.0	%
Other	16,886		13,428		(3,458)		(25.8)	%
Reimbursed expenses	259,665		137,154		(122,511)		(89.3)	%
Total expenses	447,940		268,024		(179,916)		(67.1)	%
OPERATING INCOME (LOSS)	18,080		(12,058)		30,138		249.9	%
Equity in earnings (loss) of unconsolidated entities	110		(160)		270		168.8	%


Interest expense	(6,781)		(3,845)		(2,936)		(76.4)	%
Amortization of loan costs	(524)		(209)		(315)		(150.7)	%
Interest income	195		207		(12)		(5.8)	%


Realized gain (loss) on investments	(74)		(3)		(71)		(2,366.7)	%

Other income (expense)	(134)		(256)		122		47.7	%
INCOME (LOSS) BEFORE INCOME TAXES	10,872		(16,324)		27,196		166.6	%
Income tax (expense) benefit	(5,971)		1,550		(7,521)		(485.2)	%
NET INCOME (LOSS)	4,901		(14,774)		19,675		133.2	%
(Income) loss from consolidated entities attributable to noncontrolling interests	830		509		321		63.1	%
Net (income) loss attributable to redeemable noncontrolling interests	(290)		208		(498)		(239.4)	%
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	5,441		(14,057)		19,498		138.7	%
Preferred dividends, declared and undeclared	(27,422)		(26,001)		(1,421)		(5.5)	%
Amortization of preferred stock discount	—		(933)		933		100.0	%
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(21,981)	$	(40,991)	$	19,010	46.4	%

Net Income (Loss) Attributable to Common Stockholders. Net loss attributable to common stockholders changed $19.0 million to a $22.0 million loss for the nine months ended September 30, 2022 (“the 2022 period”) compared to a $41.0 million loss for the nine months ended September 30, 2021 (“the 2021 period”) as a result of the factors discussed below.

Total Revenues. Total revenues increased by $210.1 million, or 82.1%, to $466.0 million for the 2022 period compared to the 2021 period due to the following (in thousands):


	Nine Months Ended September 30,				Favorable (Unfavorable)
	2022		2021		$ Change		% Change
Advisory services fees:
Base advisory fees (1)	$	35,637	$	29,743	$	5,894	19.8	%



Other advisory revenue (2)	389		389		—		—	%
Total advisory services fees revenue	36,026		30,132		5,894		19.6	%

Hotel management fees:
Base management fees	24,943		15,331		9,612		62.7	%
Incentive management fees	6,113		3,406		2,707		79.5	%
Other management fees	2,418		—		2,418
Total hotel management fees revenue (3)	33,474		18,737		14,737		78.7	%

Design and construction fees revenue (4)	15,538		5,611		9,927		176.9	%

Audio visual revenue (5)	87,101		28,170		58,931		209.2	%



Other revenue:


Watersports, ferry and excursion services (6)	20,337		18,159		2,178		12.0	%
Debt placement and related fees (7)	3,298		9,802		(6,504)		(66.4)	%

Claims management services (8)	16		61		(45)		(73.8)	%



Other services (9)	10,251		7,877		2,374		30.1	%
Total other revenue	33,902		35,899		(1,997)		(5.6)	%

Cost reimbursement revenue (10)	259,979		137,417		122,562		89.2	%

Total revenues	$	466,020	$	255,966	$	210,054	82.1	%

REVENUES BY SEGMENT (11)
REIT advisory	$	58,668	$	49,749	$	8,919	17.9	%
Remington	255,062		133,047		122,015		91.7	%
Premier	22,893		7,421		15,472		208.5	%
INSPIRE	87,235		28,170		59,065		209.7	%
RED	20,354		18,159		2,195		12.1	%
OpenKey	1,184		1,436		(252)		(17.5)	%
Corporate and other	20,624		17,984		2,640		14.7	%
Total revenues	$	466,020	$	255,966	$	210,054	82.1	%

________

(1)The increase in base advisory fees is primarily due to higher revenue of $4.4 million from Ashford Trust and higher revenue of $1.5 million from Braemar. Advisory fees earned from Ashford Trust during the 2021 period excluded $5.5 million of advisory fees that were deferred as a result of the $29.0 million annual Advisory Fee Cap. See note 3 to our condensed consolidated financial statements for discussion of the advisory services revenue recognition policy.

(3) The increase in hotel management fees revenue is due to higher base management fees from Ashford Trust, Braemar and third-parties of $4.9 million, $620,000 and $4.1 million, respectively, incentive management fees of $1.1 million, $198,000 and $1.4 million from Ashford Trust, Braemar and third-parties, respectively and other management fees of $2.4 million from third-parties. The increase from Ashford Trust and Braemar are due to increased demand compared to the 2021 period. The increase in third-party revenue is primarily due to Remington’s acquisition of Chesapeake in the 2022 period.

(4) The increase in design and construction fees revenue is due to higher revenue from Ashford Trust and Braemar of $6.0 million and $4.2 million, respectively, due to increased capital expenditures.

(5) The $58.9 million increase in audio visual revenue is due to a recovery in demand for group events.

(6) The $2.2 million increase in watersports, ferry and excursion services revenue is due primarily to an increase of $2.3 million in revenue from RED’s Turks and Caicos Islands, partially offset by a decrease of $152,000 in revenue in the U.S. Virgin Islands and Key West, Florida.

(7) The decrease in debt placement and related fee revenue is due to lower revenue of $5.7 million from Ashford Trust and lower revenue of $813,000 from Braemar. Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. The decrease in revenue from Ashford Trust in the 2022 period is primarily due to the expiration of the Ashford Trust Agreement with Lismore on April 6, 2022. The decrease in revenue from Braemar in the 2022 period is primarily due to the expiration of the Braemar Agreement with Lismore in March 2021.

(8) Claims management services include revenue earned from providing insurance claim assessment and administration services to Ashford Trust and Braemar.

(9) The increase in other services revenue is primarily due to higher revenue of $2.9 million in the 2022 period from Marietta due to a recovery in the 2022 period compared to the 2021 period. Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey and Pure Wellness, to Ashford Trust, Braemar and other third parties and also includes Marietta.

(10) The increase in cost reimbursement revenue is primarily due to an increase in Remington’s cost reimbursement revenue of $107.1 million in the 2022 period due a recovery in operations in the 2022 period compared to the 2021 period and Remington’s acquisition of Chesapeake in the 2022 period. The increase is additionally due to an increase of $5.5 million in cost reimbursement revenue from Premier in the 2022 period due to a recovery in operations in the 2022 period compared to the 2021 period and an increase of $3.1 million in cost reimbursement revenue in the 2022 period related to reimbursable advisory expenses for Ashford Trust and Braemar.

(11) See note 17 to our condensed consolidated financial statements for discussion of segment reporting.

Salaries and Benefits Expense. Salaries and benefits expense increased by $7.8 million, or 16.6%, to $54.8 million for the 2022 period compared to the 2021 period. The change in salaries and benefits expense consisted of the following (in thousands):


	Nine Months Ended September 30,
		2022		2021		$ Change
Salaries and benefits:
Salary expense (1)		$	32,221	$	27,302	$	4,919
Bonus expense		12,343		11,496		847
Benefits related expenses (2)		7,689		3,968		3,721
Total salary, bonus, and benefits related expenses		52,253		42,766		9,487
Non-cash equity-based compensation:
Class 2 LTIP units and stock option grants (3)		1,365		2,101		(736)
Employee equity grant expense (4)		1,725		904		821


Total equity-based compensation		3,090		3,005		85
Non-cash (gain) loss in deferred compensation plan (5)		(567)		1,190		(1,757)
Total salaries and benefits		$	54,776	$	46,961	$	7,815

________

(1) The increase in salary expense is primarily due to an increase in corporate employees at both the Company’s corporate office and our subsidiaries’ corporate offices compared to the 2021 period and includes $660,000 of expense recognized in the 2022 period related to Mr. Welter’s termination agreement with the Company. See note 10 to our condensed consolidated financial statements.

(2) The increase in benefits related expenses is primarily due to the reinstatement of the Company’s 401(k) contribution to employees at the start of the 2022 period and due to an increase in corporate employees at both the Company’s corporate office and our subsidiaries’ corporate offices compared to the 2021 period.

(3) The 2022 period includes compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP units, respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP unit awards to December 2025. No other modifications were made to the original grant terms.

(4) The 2022 period includes $472,000 of expense related to restricted shares previously awarded to Mr. Welter which were accelerated upon the termination of his employment.

(5) The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The gain in the 2022 period and the loss in the 2021 period are primarily attributable to decreases and increases, respectively, in the fair value of the DCP obligation which is based on the Company’s common stock price. See note 14 to our condensed consolidated financial statements.

Cost of Revenues for Design and Construction. Cost of revenues for design and construction increased $3.1 million, or 110.0% to $5.9 million during the 2022 period compared to $2.8 million for the 2021 period due to increased capital expenditures by our clients.

Cost of Revenues for Audio Visual. Cost of revenues for audio visual increased $38.4 million, or 170.0%, to $61.0 million during the 2022 period compared to $22.6 million for the 2021 period, primarily due to an increase in demand for group events.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased by $714,000, or 2.9%, to $23.7 million for the 2022 period compared to the 2021 period, primarily due to a decrease in FF&E related to the respective ERFP agreements with Ashford Trust and Braemar compared to the 2021 period. Depreciation and amortization expense for the 2022 period and the 2021 period excludes depreciation expense related to audio visual equipment of $3.7 million and $3.7 million, respectively, which is included in “cost of revenues for audio visual” and also excludes depreciation expense for the 2022 period and the 2021 period related to marine vessels in the amount of $987,000 and $728,000, respectively, which are included in “other” operating expense.

General and Administrative Expense. General and administrative expenses increased by $6.5 million, or 33.3%, to $25.9 million for the 2022 period compared to the 2021 period. The change in general and administrative expense consisted of the following (in thousands):


	Nine Months Ended September 30,
		2022		2021		$ Change
Professional fees (1)		$	8,468	$	6,984	$	1,484
Office expense (2)		7,756		6,048		1,708
Public company costs		433		503		(70)
Director costs		1,522		1,611		(89)
Travel and other expense (3)		7,085		4,158		2,927
Non-capitalizable - software costs		662		140		522
Total general and administrative		$	25,926	$	19,444	$	6,482

________

(1) The increase includes increased corporate legal and accounting fees associated with Remington’s acquisition of Chesapeake in the 2022 period.

(2) The increase in office expenses in the 2022 period is primarily due to increases in demand for group events within INSPIRE compared to the 2021 period.

(3) The increase in travel and other expense is primarily due to increases in the Company’s business travel for corporate employees and our products and services companies in the 2022 period as the Company’s subsidiaries’ operations accelerated compared to the 2021 period. The increase is also due to an increase in advertising expense at INSPIRE associated with their strategic rebranding from JSAV to INSPIRE.

Impairment. During the 2021 period, we recognized impairment charges of $1.2 million related to the impairment of indefinite-lived JSAV trademarks as a result of the strategic rebranding of our segment formerly known as JSAV to INSPIRE.

Other. Other operating expense increased $3.5 million, or 25.8%, to $16.9 million for the 2022 period compared to the 2021 period. The increase was primarily caused by operating expenses associated with RED and Marietta as their respective operations increased during the 2022 period. Other operating expenses for the 2022 period also includes a loss on sale of FF&E previously leased to Ashford Trust of $706,000. Other operating expense also includes cost of goods sold, royalties and operating expenses associated with OpenKey and Pure Wellness.

Reimbursed Expenses. Reimbursed expenses increased $122.5 million to $259.7 million during the 2022 period compared to $137.2 million for the 2021 period primarily due to an increase in hotel management reimbursed expenses incurred by Remington due to a recovery in hotel operations in the 2022 period compared to the 2021 period and Remington’s acquisition of Chesapeake in the 2022 period.

Reimbursed expenses may vary from cost reimbursement revenue recognized in the period due to timing differences between the costs we incur for centralized software programs and the related reimbursements we receive from our clients. Over the long term, these timing differences are not designed to impact our economics, either positively or negatively. The timing differences consisted of the following shown below (in thousands):


	Nine Months Ended September 30,
	2022		2021		$ Change
Cost reimbursement revenue	$	259,979	$	137,417	$	122,562
Reimbursed expenses	259,665		137,154		122,511
Net total	$	314	$	263	$	51

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in earnings (loss) of unconsolidated entities were earnings of $110,000 and a loss of $160,000 for the 2022 period and the 2021 period, respectively. Equity in earnings (loss) of unconsolidated entities primarily represents earnings (loss) in our equity method investment in REA Holdings. See note 2 to our condensed consolidated financial statements.

Interest Expense. Interest expense increased $2.9 million to $6.8 million during the 2022 period compared to $3.8 million for the 2021 period. The increase is primarily due to an increase in the Company’s notes payable under our Credit Facility which had an outstanding balance of $70.0 million as of September 30, 2022. Interest expense in the 2022 period included expense of $3.2 million related to the Company’s Credit Facility. The increase in interest expense is also due to higher average LIBOR and Prime Rates during the 2022 period. The average LIBOR rates in the 2022 period and the 2021 period were 1.24% and 0.10%, respectively, and the average Prime Rates in the 2022 period and the 2021 period were 4.22% and 3.25%, respectively. Interest expense relates to our Credit Facility and notes payable, lines of credit and finance leases held by our consolidated subsidiaries. See note 6 to our condensed consolidated financial statements.

Amortization of Loan Costs. Amortization of loan costs was $524,000 and $209,000 for the 2022 period and the 2021 period, respectively. The increase is primarily due to the Company’s Credit Facility entered into in the 2022 period. Amortization of loan costs relates to our Credit Facility and notes payable held by our consolidated subsidiaries. See note 6 to our condensed consolidated financial statements.

Interest Income. Interest income was $195,000 and $207,000 for the 2022 period and the 2021 period, respectively. See note 2 to our condensed consolidated financial statements.

Realized Gain (Loss) on Investments. Realized loss on investments was $74,000 and $3,000 for the 2022 period and the 2021 period, respectively. The realized loss on investments for the 2022 period and the 2021 period primarily relate to realized losses on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. See note 8 to our condensed consolidated financial statements.

Other Income (Expense). Other income (expense) was expense of $134,000 and expense of $256,000 in the 2022 period and the 2021 period, respectively.

Income Tax (Expense) Benefit. Income tax (expense) benefit changed by $7.5 million from a $1.6 million benefit in the 2021 period to $6.0 million of expense in the 2022 period due to an increase in operating income. Current income tax expense changed by $6.0 million from $3.6 million of expense in the 2021 period to $9.6 million in expense in the 2022 period. Deferred income tax benefit changed by $1.6 million from a $5.2 million benefit in the 2021 period to a $3.6 million benefit in the 2022 period.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. The noncontrolling interests in consolidated entities were allocated a loss of $830,000 in the 2022 period and a loss of $509,000 in the 2021 period. See notes 2 and 11 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 income of $290,000 in the 2022 period and loss of $208,000 in the 2021 period. The 2022 period includes $317,000 of income allocated to the Series CHP Units holders. Redeemable noncontrolling interests represents ownership interests in Ashford Holdings which include the Series CHP Units which are recorded as a redeemable noncontrolling interest in the mezzanine section of our condensed consolidated balance sheets. The change in the 2022 period compared to the 2021 period is also due to the Company’s acquisition of all of the redeemable noncontrolling interests in OpenKey in the 2021 period. Redeemable noncontrolling interests represents ownership interests in Ashford Holdings and, in the 2021 period, OpenKey. For a summary of ownership interests, carrying values and allocations, see notes 2 and 12 to our condensed consolidated financial statements.

Preferred Dividends, Declared and Undeclared. Preferred dividends, declared and undeclared, increased $1.4 million to $27.4 million during the 2022 period compared to $26.0 million for the 2021 period due to the increase in the dividend rate of the Series D Convertible Preferred Stock which occurred on November 6, 2021 and due to accumulating and compounding dividends related to undeclared preferred stock dividends. See note 12 to our condensed consolidated financial statements.

Amortization of Preferred Stock Discount. The amortization of preferred stock discount decreased $933,000 to $0 during the 2022 period compared to $933,000 from the 2021 period due to the ending of the amortization period on the dividend rate of the Series D Convertible Preferred Stock on November 6, 2021. See note 12 to our condensed consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements consist primarily of funds necessary to pay for operating expenses primarily attributable to paying our employees, investments and other capital expenditures to grow our businesses, interest and principal payments on our Credit Facility and our subsidiaries’ borrowings and dividends on the Series D Convertible Preferred Stock. We expect to meet our liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, borrowings under our Credit Facility or other loans, which we believe will provide sufficient liquidity to meet our existing non-discretionary obligations and anticipated ordinary course operating expenses.

Loan Agreements—On April 1, 2022, the Company entered into the Credit Agreement with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences the Credit Facility in the amount of $100.0 million, including a $50.0 million term loan funded upon closing and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement and pay dividends to the holders of the Series D Convertible Preferred Stock as stated below. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%) plus an applicable margin, or the base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar Rate plus 1.00%, with a floor of 1.25%) plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Eurodollar loans will be 7.35% per annum and the applicable margin for base rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0%.

The Credit Facility does not require the maintenance of financial covenants, but if the ratio (the “Leverage Ratio”) of consolidated funded indebtedness that is recourse to the Company or any guarantor (less unrestricted cash) to consolidated EBITDA of the Company and its subsidiaries is greater than 4.00 to 1.00 as of the end of any fiscal quarter during the term of the loan, including any extension period, then the Company is required to apply 100% of the excess cash flow generated during such fiscal quarter to prepay the term loans. During any extension period, the Company is also required to apply 100% of the excess cash flow generated during such period to prepay the term loans. The Company may not pay dividends on the Company’s shares of common stock or preferred stock if the Leverage Ratio is greater than 3.00 to 1.00 after giving effect to the payment of such dividends. The Credit Agreement is guaranteed by the Company, Ashford LLC, and certain subsidiaries of the Company, and secured by, among other things, all of the assets of Ashford LLC and each guarantor and a pledge of the equity interests in Ashford LLC and each guarantor. As of September 30, 2022, our Credit Agreement was in compliance with all covenants or other requirements and debt held by our subsidiaries was in compliance with all covenants or other requirements. The Company does not expect our Credit Agreement and debt held by our subsidiaries to violate any loan covenants within one year of the issuance of the financial statements.

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 portfolio companies’ notes payable, net were $26.9 million and $30.6 million as of September 30, 2022 and December 31, 2021, respectively. For further discussion see note 6 to our condensed consolidated financial statements.

Preferred stock dividends—As of November 7, 2022, the Company had aggregate undeclared preferred stock dividends of approximately $18.1 million, which remain in arrears for the second and fourth quarters of 2021. On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022.

The Company currently intends to declare and pay the accrued and unpaid dividends on the Series D Convertible Preferred Stock for the quarters ended June 30, 2021 and December 31, 2021 during calendar year 2023 and to keep current on future preferred dividend payments. However, the independent members of the Board plan to revisit the dividend payment policy with

respect to the Series D Convertible Preferred Stock on an ongoing basis and will make decisions on such preferred dividend payments based on the ongoing liquidity and capital needs of the Company.

Each share of Series D Convertible Preferred Stock: (i) has a liquidation value of $25 per share; (ii) accrues cumulative dividends at the rate of: (a) 6.59% per annum until November 6, 2020; (b) 6.99% per annum from November 6, 2020 until November 6, 2021; and (c) 7.28% per annum thereafter; (iii) participates in any dividend or distribution on the common stock in addition to the preferred dividends; (iv) is convertible into voting common stock at $117.50 per share; and (v) provides for customary anti-dilution protections. In the event the Company fails to pay the dividends on the Series D Convertible Preferred Stock for two consecutive quarterly periods (a “Preferred Stock Breach”), then until such arrearage is paid in cash in full: (A) the dividend rate on the Series D Convertible Preferred Stock will increase to 10.00% per annum until no Preferred Stock Breach exists; (B) no dividends on the Company’s common stock may be declared or paid, and no other distributions or redemptions may be made, on the Company’s common stock; and (C) the Board will be increased by two seats and the holders of 55% of the outstanding Series D Convertible Preferred Stock will be entitled to fill such newly created seats. The Series D Convertible Preferred Stock is beneficially held primarily by Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, and Mr. Archie Bennett, Jr., who is Mr. Monty J. Bennett’s father.

ERFP Commitments—On June 26, 2018, the Company entered into the Ashford Trust ERFP Agreement with Ashford Trust. The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. On January 15, 2019, the Company entered into the Braemar ERFP Agreement (collectively with the Ashford Trust ERFP Agreement, the “ERFP Agreements”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the ERFP Agreements, the Company agreed to provide $50 million (each, an “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company paid each REIT 10% of each acquired hotel’s purchase price in exchange for FF&E at a property owned by such REIT, which were 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 required 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 respective REITs’ acquisition of the hotel property. The Company recognized the related depreciation tax deduction at the time such FF&E was purchased by the Company and placed into service at the respective REIT’s hotel properties. However, the timing of the FF&E purchased and placed into service was 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.

On March 13, 2020, the Company entered into an Extension Agreement related to the Ashford Trust ERFP Agreement. Under the terms of the Extension Agreement, the deadline to fund the remaining ERFP commitment under the Ashford Trust ERFP Agreement of $11.4 million, was extended from January 22, 2021 to December 31, 2022. As of September 30, 2022, the Company has no remaining ERFP commitment to Braemar under the Braemar ERFP Agreement. See note 10 to our condensed consolidated financial statements.

Other liquidity considerations—On December 5, 2017, the Board approved a stock repurchase program pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, having an aggregate value of up to $20 million. No shares were repurchased under the stock repurchase program during the nine months ended September 30, 2022.

Our deferred compensation plan currently has only one participant, Mr. Monty J. Bennett, our Chairman and Chief Executive Officer. Mr. Monty J. Bennett has elected to invest his deferred compensation account in our common stock. As a result, we have an obligation to issue approximately 196,000 shares of our common stock to Mr. Monty J. Bennett in quarterly installments over five years beginning in 2024. Mr. Monty J. Bennett may postpone all or a portion of the distributions, for a minimum of 5 years, if he notifies the Company 12 months prior to the scheduled distributions. As of September 30, 2022, the fair value of the DCP liability was $2.6 million.

The Company has commitments related to cash compensation for the departure of Mr. Welter which included a cash termination payment of $750,000, which was paid on August 5, 2022, and payments totaling approximately $6.4 million, which are payable in 24 substantially equal monthly installments of approximately $267,000 beginning in August 2022. As of September 30, 2022, the Company’s remaining commitment to Mr. Welter totaled approximately $5.9 million.

Additional information pertaining to other liquidity considerations of the Company can be found in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Developments.”

Sources and Uses of Cash

As of September 30, 2022 and December 31, 2021, we had $44.1 million and $37.6 million of cash and cash equivalents, respectively, and $37.1 million and $34.9 million of restricted cash, respectively. Our principal sources of funds to meet our cash requirements include: net cash provided by operations and existing cash balances, which include borrowings from our existing lending agreements. Additionally, our principal uses of funds are expected to include possible operating shortfalls, capital expenditures, preferred dividends, debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:

Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities were $24.1 million for the nine months ended September 30, 2022 compared to net cash flows provided by operating activities of $12.4 million for the nine months ended September 30, 2021. The increase in cash flows from operating activities was primarily due to an increase in earnings from growth in our subsidiaries’ operations in the nine months ended September 30, 2022, $5.5 million of advisory fees that were deferred in the nine months ended September 30, 2021 as a result of the $29.0 million annual Advisory Fee Cap and the timing of payments of accounts payable and accrued expenses to third-parties. These increases in cash flows were offset by decreases in operating cash flows due to the timing of receipt of our receivables from Ashford Trust, Braemar and third-parties.

Net Cash Flows Provided by (Used in) Investing Activities. For the nine months ended September 30, 2022, net cash flows used in investing activities were $13.0 million. These cash flows consisted of net cash paid to acquire Chesapeake of $6.4 million, capital expenditures primarily of FF&E and audio visual equipment totaling $5.1 million, capital expenditures of $2.9 million for RED’s marine vessels and an investment in an unconsolidated entity of $400,000. These were offset by cash inflows of $418,000 in proceeds primarily received from the sale of FF&E to Ashford Trust and proceeds from a note receivable of $1.4 million.

For the nine months ended September 30, 2021, net cash flows used in investing activities were $7.0 million. These cash flows consisted of capital expenditures of FF&E of $3.4 million, capital expenditures of $2.3 million for RED’s marine vessels, the issuance of a note receivable of $2.9 million, purchases of Ashford Trust and Braemar common stock related to Remington’s employee compensation plan of $873,000 and an investment in an unconsolidated entity of $250,000. These were offset by cash inflows of $2.2 million in proceeds received in 2021 from the sale of FF&E to Ashford Trust and Braemar and cash inflows of $535,000 from Remington’s sale of an equity method investment during the period.

Net Cash Flows Provided by (Used in) Financing Activities. For the nine months ended September 30, 2022, net cash flows used in financing activities were $2.4 million. These cash flows consisted of $35.2 million of dividend payments on the Series D Convertible Preferred Stock and $30.1 million of payments on notes payable which were primarily related to paying off the remaining balance of the Company’s Term Loan Agreement with Bank of America, N.A. These were offset by $68.7 million of proceeds from borrowings on notes payable primary related to the Company’s Credit Agreement entered into in the 2022 period. Other cash flows used in financing activities consist of $2.7 million of loan cost payments, $1.8 million of net payments on our revolving credit facilities, $918,000 of payments on finance leases, $327,000 of contributions from Braemar’s investment in OpenKey in the 2022 period, net repayments in advances to employees of $251,000 associated with tax withholdings for restricted stock vestings, purchases of $241,000 of treasury stock and $177,000 of distributions to consolidating noncontrolling interests.

For the nine months ended September 30, 2021, net cash flows used in financing activities were $13.3 million. These cash flows consisted of $8.4 million of dividend payments on the Series D Convertible Preferred Stock, $7.8 million of payments on notes payable, $255,000 of payments on finance leases, $151,000 of net payments on our revolving credit facilities, purchases of $121,000 of treasury stock and $116,000 of loan cost payments. These were offset by $2.9 million of proceeds from borrowings on notes payable, $367,000 of contributions from noncontrolling interests in a consolidated entity and net repayments in advance to employees of $190,000 associated with tax withholdings for restricted stock vestings.

Seasonality

Quarterly revenues may be adversely affected by events beyond our control, such as extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel and products and services. To the extent that cash flows from operations are insufficient during any quarter due to temporary or seasonal fluctuations in revenues, we expect to utilize cash on hand or borrowings to fund operations.

Contractual Obligations and Commitments

There have been no material changes since December 31, 2021, 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” in our 2021 Form 10-K, other than items as described in Liquidity and Capital Resources.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 our 2021 Form 10-K. There have been no material changes in these critical accounting policies.

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 September 30, 2022, our total indebtedness of $98.4 million included $94.2 million of variable-rate debt. The impact on our results of operations of a 100 basis point change in interest rates on the outstanding balance of variable-rate debt at September 30, 2022 would be approximately $942,000 annually. Interest rate changes have no impact on the remaining $4.2 million 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 September 30, 2022, 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. INSPIRE 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 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. RED’s operations outside of the U.S. are primarily transacted in U.S. dollars, which is the official currency of the Turks and Caicos Islands.

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 September 30, 2022 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were 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 SEC’s 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.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter 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

On December 20, 2016, a class action lawsuit was filed against one of the Company’s subsidiaries in The Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees who were allegedly deprived of rest breaks as a result of the subsidiary’s previous written policy requiring employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of September 30, 2022, no amounts have been accrued.

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 on Form 10-K for the fiscal year ended December 31, 2021, 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:

We may acquire other complementary businesses, which could require significant management attention, disrupt our business, dilute stockholder value and harm our business, revenue and financial results.

We have in the past, and may in the future, make certain strategic acquisitions of complementary businesses, such as our recent acquisition of Chesapeake. Our acquisitions may not achieve our goals, and we may not realize benefits from acquisitions. Any integration process will require significant time and resources, and we may not be able to manage the process successfully or fully realize all of the anticipated benefits and synergies from our acquisitions. If we fail to successfully integrate acquisitions, or the personnel or technologies associated with those acquisitions, the business, revenue and financial results of the combined company could be harmed. We may not successfully evaluate or utilize the acquired assets and accurately forecast the financial impact of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies. We may have to pay cash, incur debt or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our securities. We would expect to finance any future acquisitions through a combination of additional issuances of equity, corporate indebtedness or cash from operations. The sale of equity to finance any such acquisitions could result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. Further, the companies we acquire may require increases in working capital and capital expenditure investments to fund their growth, and may not achieve anticipated revenue, earnings or cash flows, including as a result of the loss of any key employees or declines in hotel occupancy and/or revenue per available room due to COVID-19 or other factors.

In the future, we may not be able to find other suitable acquisition candidates, and we may not be able to complete acquisitions on favorable terms, if at all. Our acquisition strategy could require significant management attention, disrupt our business and harm our business, revenue and financial results.

We have adopted a shareholder rights plan which could make it more difficult for a third-party to acquire us while the plan remains in effect.

We have in effect a shareholder rights plan that was adopted in response to recent volatility of the stock market and trading of our common stock and is intended to protect the Company and its stockholders from the efforts to obtain control or rapid share accumulations that are inconsistent with the best interests of the Company and its stockholders. The Rights will be exercisable ten days following the earlier of the public announcement that a stockholder (other than us, one of our subsidiaries or employee benefit plans or Mr. Monty J. Bennett and certain of his affiliates and associates) has acquired beneficial ownership of 10% or more of our common stock without the approval of the Board or the announcement of a tender offer or exchange offer that would result in the ownership of 10% or more of our common stock by a person or group of persons (other than one or more of the excluded persons described above). The Rights also become exercisable if a person or group that already beneficially owns 10% or more of our common stock (other than one or more of the excluded persons described above) acquires any additional shares of our common stock without the approval of the Board. If the Rights become exercisable, all Rights holders (other than the person/entity triggering the Rights) will be entitled to acquire certain of our securities at a substantial discount. The Rights may substantially dilute the stock ownership of a person or group attempting to take over our company without the approval of the Board, and the rights plan could make it more difficult for a third-party to acquire our company or a significant percentage of our outstanding shares of common stock, without first negotiating with the Board.

Economic conditions in the United States could have a material adverse impact on our earnings and financial condition.

The economic outlook in the United States is uncertain and facing recessionary concerns resulting from slowing gross domestic product growth, continuing effects of the COVID-19 pandemic, rising inflation, increasing interest rates, supply chain disruptions and the conflict between Russia and Ukraine. Because economic conditions in the United States may affect demand within the hospitality industry and our subsidiaries’ businesses, current and future economic conditions in the United States, including slower growth, stock market volatility and recession fears, could have a material adverse impact on our earnings and financial condition. Economic conditions may be affected by numerous factors, including but not limited to, the pace of economic growth and/or recessionary concerns, inflation, increases in the levels of unemployment, energy prices, changes in currency exchange rates, uncertainty about government fiscal and tax policy, geopolitical events, the regulatory environment and the availability of credit and interest rates.

Inflation and price volatility could negatively impact our businesses and results of operations.

General inflation in the United States has risen to levels not experienced in recent decades, including rising energy prices, prices for consumer goods, interest rates, wages, and currency volatility, causing interest rates and borrowing costs to rise. These increases and any fiscal, monetary or other policy interventions by the U.S. government or Federal Reserve in reaction to such events could negatively impact our businesses by increasing our operating costs and our borrowing costs and may negatively impact our ability to access the debt markets on favorable terms.

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

Purchases of Equity Securities by the Issuer

The following table provides information with respect to purchases and forfeitures of shares of our common stock during each of the months in the third quarter of 2022:


Period	Total Number of Shares Purchased	Average Price Paid Per Share			Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
Common stock:
July 1 to July 31	85	$	—	(3)	—	$	20,000,000
August 1 to August 31	654	$	—	(3)	—	$	20,000,000
September 1 to September 30	16	$	16.95	(2)	—	$	20,000,000
Total	755	$	16.95		—

________

(1) On December 5, 2017, the Board approved a stock repurchase program pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, having an aggregate value of up to $20 million. No shares were repurchased under the stock repurchase program during the three months ended September 30, 2022.

(2) Includes 16 shares that were withheld to cover tax-withholding requirements in September, related to the vesting of restricted shares of our common stock issued to employees pursuant to the Company’s stockholder-approved stock incentive plan.

(3) There is no cost associated with the forfeiture of 85 and 654 restricted shares of our common stock in July and August, respectively.

ITEM 3.DEFAULT UPON SENIOR SECURITIES

As of November 7, 2022, the Company had aggregate undeclared preferred stock dividends of approximately $18.1 million, which remain in arrears for the second and fourth quarters of 2021. All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our condensed consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid Series D Convertible Preferred Stock dividends, declared and undeclared, totaling $26.8 million and $34.6 million at September 30, 2022 and December 31, 2021, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable.” As previously disclosed, each share of Series D Convertible Preferred Stock (i) accrues cumulative preferred dividends at the rate of (a) 6.59% per annum until November 6, 2020; (b) 6.99% per annum from the November 6, 2020 until November 6, 2021; and (c) 7.28% per annum thereafter and (ii) will participate in any dividend or distribution on the common stock in addition to the preferred dividends.

On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ended June 30, 2021 and December 31, 2021. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on October 14, 2022.

See note 12 in our condensed consolidated financial statements for a full description of all material terms of the Series D Cumulative Convertible Preferred Stock. The Series D Convertible Preferred Stock is beneficially held primarily by Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer and Mr. Archie Bennett, Jr., who is Mr. Monty J. Bennett’s father.

ITEM 4.MINE SAFETY DISCLOSURES

None.

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS


Exhibit						Description
2.1						Membership Interest Purchase and Contribution Agreement (the “Purchase Agreement”), dated as of April 15, 2022, by and among Ashford Hospitality Holdings, LLC, Remington Holdings, L.P., MHI Hotels Services, LLC, Chesapeake Hospitality, LLC, Chesapeake Hospitality II, LLC, Chesapeake Hospitality III, LLC, Chesapeake Hospitality IV, LLC, Chesapeake Hospitality V, LLC, Chesapeake Hospitality VI, LLC, ACSB Hospitality, LLC, KES Family Partnership, R.L.L.L.P, CLS Family Partnership, R.L.L.L.P, Steven McDonnell Smith Family Partnership, LLP, W. Chris Green, Clifford G. Ferrara and Louis Schaab; and solely for purposes of Section 6.15 of the Purchase Agreement, Kim Sims, Chris Sims and Steven Smith (incorporated by reference to Exhibit 2.1 of Form 10-Q, filed May 11, 2022) (File No. 001-36400)
3.1						Amended and Restated Certificate of Incorporation of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.2						Articles of Amendment to the Certificate of Incorporation of Ashford Inc. (incorporated by reference to Exhibit 3.3 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.3						Articles Supplementary 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						Certificate of Correction, filed on November 4, 2019, to Articles Supplementary establishing the Series B Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 10-Q, filed on November 7, 2019) (File No. 001-36400)
3.5						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)
3.6						Amended and Restated Bylaws of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.7						Certificate of Designation of the Series D Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.8						Certificate of Designation of Series E Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on March 16, 2020) (File No. 001-36400)
3.9						Certificate of Designation of Series F Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on August 31, 2022) (File No. 001-36400)
3.10						Certificate of Withdrawal of Certificate of Designation of Series E Preferred Stock of Ashford Inc., as filed with the Secretary of State of the State of Nevada on August 30, 2022 (incorporated by reference to Exhibit 3.2 of Form 8-K, filed on August 31, 2022) (File No. 001-36400)
4.1						Rights Agreement, dated August 30, 2022, between Ashford Inc. and Computershare Trust Company, N.A., as Rights Agent, (incorporated by reference to Exhibit 4.1 of Form 8-K, filed on August 31, 2022) (File No. 001-36400).
10.1†						Release and Waiver, dated as of April 15, 2022, by and between Jeremy Welter and Ashford Hospitality Services, LLC (incorporated by reference to Exhibit 99.1 of Form 8-K, filed on April 19, 2022) (File No. 001-36400)
10.2†						First Amendment to Amended and Restated Employment Agreement, dated as of May 12, 2022, by and among Ashford Inc., Ashford Hospitality Advisors, LLC, and Richard J. Stockton. (incorporated by reference to Exhibit 10.2 of Form 8-K, filed on May 17, 2022) (File No. 001-36400)
10.3						Fifth Amendment to Loan Documents, dated as of June 27, 2022, by and among Inspire Event Technologies Holdings, LLC, Inspire Event Technologies, LLC, Inspire Event Technologies Dominican Republic, LP, Inspire Event Technologies DR, GP, LLC, PT DR Holdings, LLC, PT Holdco, LLC and Comerica Bank (incorporated by reference to Exhibit 10.3 of Form 10-Q, filed on August 12, 2022) (File No. 001-36400)
10.4						Credit Agreement, dated as of April 1, 2022, by and among Ashford Inc., Ashford Hospitality Holdings LLC, Ashford Hospitality Advisors LLC, Ashford Hospitality Services LLC, and Mustang Lodging Funding LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on April 4, 2022) (File No. 001-36400)
10.4.1						First Amendment to Credit Agreement, dated as of July 11, 2022, by and among Ashford Inc., Ashford Hospitality Holdings LLC, Ashford Hospitality Advisors LLC, Ashford Hospitality Services LLC, and Mustang Lodging Funding LLC, as administrative agent (incorporated by reference to Exhibit 10.4.1 of Form 10-Q, filed August 12, 2022) (File No. 001-36400)
10.5						Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of Ashford Hospitality Holdings LLC, dated as of April 15, 2022 (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on April 18, 2022) (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
The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2022, 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 (Deficit); (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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Submitted electronically with this report.
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document	Submitted electronically with this report.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically with this report.
101.LAB	Inline XBRL Taxonomy Label Linkbase Document.	Submitted electronically with this report.
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document.	Submitted electronically with this report.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

___________________________________

* Filed herewith.

**Furnished herewith.

† Management contract or compensatory plan or arrangement.

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:

November 9, 2022

By:

/s/ MONTY J. BENNETT

Monty J. Bennett

Chief Executive Officer

Date:

November 9, 2022

By:

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer