Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2018
OR
¨

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

For the transition period from ________________ to ________________

Commission file number: 001-36400

ASHFORD INC.

(Exact name of registrant as specified in its charter)

Maryland
 
82-5237353
(State or other jurisdiction of incorporation or organization)
 
(IRS employer identification number)
 
 
 
14185 Dallas Parkway, Suite 1100
 
 
Dallas, Texas
 
75254
(Address of principal executive offices)
 
(Zip code)

(972) 490-9600
(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
þ
 
 
 
 
Non-accelerated filer
¨
Smaller reporting company
þ
 
 
 
 
 
 
Emerging growth company
þ
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $0.01 par value per share
 
2,390,705
(Class)
 
Outstanding at November 6, 2018


ASHFORD INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2018

TABLE OF CONTENTS

 
 
 



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, 2018
 
December 31, 2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
64,937

 
$
36,480

Restricted cash
10,722

 
9,076

Accounts receivable, net
4,595

 
5,127

Due from Ashford Trust OP
4,912

 
13,346

Due from Braemar OP
1,057

 
1,738

Inventories
1,221

 
1,066

Prepaid expenses and other
3,003

 
2,913

Total current assets
90,447

 
69,746

Investments in unconsolidated entities
500

 
500

Furniture, fixtures and equipment, net
31,856

 
21,154

Goodwill
59,487

 
12,947

Intangible assets, net
196,171

 
9,713

Other assets
11,357

 
750

Total assets
$
389,818

 
$
114,810

LIABILITIES


 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
24,462

 
$
20,451

Due to affiliates
493

 
4,272

Deferred income
122

 
459

Deferred compensation plan
253

 
311

Notes payable, net
1,726

 
1,751

Other liabilities
21,094

 
9,076

Total current liabilities
48,150

 
36,320

Accrued expenses
—

 
78

Deferred income
13,789

 
13,440

Deferred tax liability, net
27,988

 
—

Deferred compensation plan
15,268

 
18,948

Notes payable, net
16,568

 
9,956

Total liabilities
121,763

 
78,742

Commitments and contingencies (note 9)


 


MEZZANINE EQUITY
 
 
 
Series B cumulative convertible preferred stock, $25 par value, 8,120,000 shares issued and outstanding, net of discount at September 30, 2018
200,578

 
—

Redeemable noncontrolling interests
3,778

 
5,111

EQUITY
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
 
 
 
Series A cumulative preferred stock, no shares issued and outstanding at September 30, 2018 and December 31, 2017
—

 
—

Common stock, $0.01 par value, 100,000,000 shares authorized, 2,380,705 and 2,093,556 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
24

 
21

Additional paid-in capital
277,452

 
249,695

Accumulated deficit
(214,174
)
 
(219,396
)
Accumulated other comprehensive income (loss)
(252
)
 
(135
)
Total stockholders’ equity of the Company
63,050

 
30,185

Noncontrolling interests in consolidated entities
649

 
772

Total equity
63,699

 
30,957

Total liabilities and equity
$
389,818

 
$
114,810


See Notes to Condensed Consolidated Financial Statements.

2


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,
 
2018
 
2017
 
2018
 
2017
REVENUE
 
 
 
 
 
 
 
Advisory services
$
21,016

 
$
17,357

 
$
68,118

 
$
47,960

Audio visual
14,526

 
—

 
61,212

 
—

Project management
3,616

 
—

 
3,616

 
—

Other
2,407

 
1,898

 
11,598

 
3,947

Total revenue
41,565

 
19,255

 
144,544

 
51,907

EXPENSES
 
 
 
 
 
 
 
Salaries and benefits
21,851

 
16,750

 
64,078

 
39,146

Cost of revenues for audio visual
14,392

 
—

 
48,000

 
—

Cost of revenues for project management
1,189

 
—

 
1,189

 
—

Depreciation and amortization
2,972

 
581

 
5,205

 
1,636

General and administrative
12,231

 
3,897

 
27,651

 
12,493

Impairment
—

 
—

 
1,919

 
1,072

Other
434

 
367

 
2,172

 
618

Total expenses
53,069

 
21,595

 
150,214

 
54,965

OPERATING INCOME (LOSS)
(11,504
)
 
(2,340
)
 
(5,670
)
 
(3,058
)
Interest expense
(289
)
 
(5
)
 
(593
)
 
(10
)
Amortization of loan costs
(130
)
 
(15
)
 
(177
)
 
(25
)
Interest income
103

 
82

 
288

 
153

Dividend income
—

 
—

 
—

 
93

Unrealized gain (loss) on investments
—

 
—

 
—

 
203

Realized gain (loss) on investments
—

 
—

 
—

 
(294
)
Other income (expense)
(78
)
 
(5
)
 
(338
)
 
(26
)
INCOME (LOSS) BEFORE INCOME TAXES
(11,898
)
 
(2,283
)
 
(6,490
)
 
(2,964
)
Income tax (expense) benefit
13,904

 
25

 
11,593

 
(9,248
)
NET INCOME (LOSS)
2,006

 
(2,258
)
 
5,103

 
(12,212
)
(Income) loss from consolidated entities attributable to noncontrolling interests
413

 
102

 
704

 
267

Net (income) loss attributable to redeemable noncontrolling interests
968

 
300

 
817

 
995

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
3,387

 
(1,856
)
 
6,624

 
(10,950
)
Preferred dividends
(1,675
)
 
—

 
(1,675
)
 
—

Amortization of preferred stock discount
(303
)
 
—

 
(303
)
 
—

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
1,409

 
$
(1,856
)
 
$
4,646

 
$
(10,950
)
 
 
 
 
 
 
 
 
INCOME (LOSS) PER SHARE - BASIC AND DILUTED
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
0.67

 
$
(0.92
)
 
$
2.20

 
$
(5.42
)
Weighted average common shares outstanding - basic
2,109

 
2,022

 
2,100

 
2,019

Diluted:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
0.18

 
$
(1.05
)
 
$
0.11

 
$
(5.82
)
Weighted average common shares outstanding - diluted
2,337

 
2,054

 
2,417

 
2,052

See Notes to Condensed Consolidated Financial Statements.

3

ASHFORD INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands)

 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
NET INCOME (LOSS)
$
2,006

 
$
(2,258
)
 
$
5,103

 
$
(12,212
)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX


 


 
 
 
 
Foreign currency translation adjustment
112

 
—

 
(140
)
 
—

COMPREHENSIVE INCOME (LOSS)
2,118

 
(2,258
)
 
4,963

 
(12,212
)
Comprehensive (income) loss attributable to noncontrolling interests
413

 
102

 
704

 
267

Comprehensive (income) loss attributable to redeemable noncontrolling interests
954

 
300

 
840

 
995

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
$
3,485

 
$
(1,856
)
 
$
6,507

 
$
(10,950
)
See Notes to Condensed Consolidated Financial Statements.


4

ASHFORD INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(unaudited, in thousands)

 
Common Stock
 
Additional Paid-in Capital
 
Accumulated
 Deficit
 
Accumulated Other Comprehensive Income (Loss)
 
Noncontrolling Interests in Consolidated Entities
 
Total
 
Convertible Preferred Stock
 
Redeemable Noncontrolling Interests
 
Shares
 
Amount
 
Shares
 
Amount
Balance at January 1, 2018
2,094

 
$
21

 
$
249,695

 
$
(219,396
)
 
$
(135
)
 
$
772

 
$
30,957

 
—

 
$
—

 
$
5,111

Equity-based compensation
5

 
—

 
8,051

 
—

 
—

 
7

 
8,058

 
—

 
—

 
—

Issuance of common stock
270

 
3

 
18,096

 
—

 
—

 
—

 
18,099

 
—

 
—

 
—

Acquisition of Premier
—

 
—

 
—

 
—

 
—

 
—

 
—

 
8,120

 
203,000

 
—

Discount on preferred shares
—

 
—

 
—

 
—

 
—

 
—

 
—

 
—

 
(2,725
)
 
—

Amortization of preferred stock discount
—

 
—

 
—

 
(303
)
 
—

 
—

 
(303
)
 
—

 
303

 
—

Dividends declared - preferred stock
—

 
—

 
—

 
(1,675
)
 


 
—

 
(1,675
)
 
—

 
—

 
—

Deferred compensation plan distribution
3

 
—

 
197

 
—

 
—

 
—

 
197

 
—

 
—

 
—

Employee advances
—

 
—

 
45

 
—

 
—

 
—

 
45

 
—

 
—

 
—

Purchase of OpenKey shares from noncontrolling interest holder
9

 
—

 
838

 
—

 
—

 
—

 
838

 
—

 
—

 
(838
)
Acquisition of noncontrolling interest in consolidated entities
—

 
—

 
—

 
—

 
—

 
(382
)
 
(382
)
 
—

 
 
 
55

Contributions from noncontrolling interests
—

 
—

 
—

 
—

 
—

 
2,666

 
2,666

 
—

 
—

 
—

Reallocation of carrying value
—

 
—

 
530

 
—

 
—

 
(1,696
)
 
(1,166
)
 
—

 
—

 
1,166

Redemption value adjustment
—

 
—

 
—

 
576

 
—

 
—

 
576

 
—

 
—

 
(576
)
Distributions to consolidated noncontrolling interests
—

 
—

 
—

 
—

 
—

 
(14
)
 
(14
)
 
—

 
—

 
(300
)
Foreign currency translation adjustment
—

 
—

 
—

 
—

 
(117
)
 
—

 
(117
)
 
—

 
—

 
(23
)
Net income (loss)
—

 
—

 
—

 
6,624

 
—

 
(704
)
 
5,920

 
—

 
—

 
(817
)
Balance at September 30, 2018
2,381

 
$
24

 
$
277,452

 
$
(214,174
)
 
$
(252
)
 
$
649

 
$
63,699

 
8,120

 
$
200,578

 
$
3,778


See Notes to Condensed Consolidated Financial Statements.


5

ASHFORD INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
 
Nine Months Ended September 30,
 
2018
 
2017
Cash Flows from Operating Activities
 
 
 
Net income (loss)
$
5,103

 
$
(12,212
)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
 
 
 
Depreciation and amortization
8,264

 
1,650

Change in fair value of deferred compensation plan
(3,540
)
 
3,673

Equity-based compensation
8,058

 
6,370

Deferred tax expense (benefit)
(15,148
)
 
5,372

Change in fair value of contingent consideration
338

 
—

Impairment
1,919

 
1,072

(Gain) loss on sale of furniture, fixtures and equipment
(74
)
 
8

Amortization of loan costs
177

 
24

Realized and unrealized (gain) loss on investments, net
—

 
91

Changes in operating assets and liabilities, exclusive of the effect of acquisitions:
 
 
 
Accounts receivable
568

 
(211
)
Due from Ashford Trust OP
9,166

 
339

Due from Braemar OP
1,149

 
2,752

Inventories
(149
)
 
—

Prepaid expenses and other
(1
)
 
245

Other assets
(772
)
 
(68
)
Accounts payable and accrued expenses
1,670

 
374

Due to affiliates
(2,467
)
 
690

Other liabilities
1,308

 
1,357

Deferred income
(14
)
 
6,522

Net cash provided by (used in) operating activities
15,555

 
18,048

Cash Flows from Investing Activities
 
 
 
Additions to furniture, fixtures and equipment
(7,531
)
 
(1,818
)
Proceeds from disposal of furniture, fixtures and equipment, net
—

 
15

Cash acquired in acquisition of Premier
2,277

 
—

Cash acquired in acquisition of Pure Rooms
—

 
129

Acquisition of assets related to RED Hospitality and Leisure LLC
(4,046
)
 
—

Net cash provided by (used in) investing activities
(9,300
)
 
(1,674
)
Cash Flows from Financing Activities
 
 
 
Proceeds from issuance of common stock
18,099

 
—

Payments for dividends on preferred stock
(1,675
)
 
—

Payments on revolving credit facilities
(14,550
)
 
—

Borrowings on revolving credit facilities
16,277

 
—

Proceeds from notes payable
6,047

 
—

Payments on notes payable and capital leases
(1,409
)
 
(96
)
Payments of loan costs
(72
)
 
(28
)
Purchases of common stock
—

 
(24
)
Employee advances
45

 
(71
)
Payment of contingent consideration
(1,196
)
 
—

Contributions from noncontrolling interest
2,666

 
983

Distributions to noncontrolling interests in consolidated entities
(314
)
 
(55,311
)
Net cash provided by (used in) financing activities
23,918

 
(54,547
)
Effect of foreign exchange rate changes on cash and cash equivalents
(70
)
 
—

Net change in cash, cash equivalents and restricted cash
30,103

 
(38,173
)
Cash, cash equivalents and restricted cash at beginning of period
45,556

 
93,843

Cash, cash equivalents and restricted cash at end of period
$
75,659

 
$
55,670


6

 
Nine Months Ended September 30,
 
2018
 
2017
Supplemental Cash Flow Information
 
 
 
Interest paid
$
555

 
$
9

Income taxes paid
1,375

 
3,793

Supplemental Disclosure of Non-Cash Investing and Financing Activities
 
 
 
Acquisition of Premier through issuance of convertible preferred stock, less cash acquired
200,723

 
—

Distribution from deferred compensation plan
197

 
152

Capital expenditures accrued but not paid
1,037

 
1,068

Subsidiary equity consideration for Pure Rooms acquisition
—

 
425

Assumption of debt associated with Pure Rooms acquisition
—

 
475

Ashford Inc. common stock consideration for purchase of OpenKey shares
838

 
—

Accrued but unpaid ERFP liability
10,710

 
—

Amortization of discount on preferred stock
303

 
—

 
 
 
 
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
 
 
 
Cash and cash equivalents at beginning of period
$
36,480

 
$
84,091

Restricted cash at beginning of period
9,076

 
9,752

Cash, cash equivalents and restricted cash at beginning of period
$
45,556

 
$
93,843

 
 
 
 
Cash and cash equivalents at end of period
$
64,937

 
$
44,561

Restricted cash at end of period
10,722

 
11,109

Cash, cash equivalents and restricted cash at end of period
$
75,659

 
$
55,670

See Notes to Condensed Consolidated Financial Statements.

7
Table of Contents
ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



1. Organization and Description of Business
Ashford Inc. (the “Company”) is a Maryland corporation formed on April 2, 2014, that provides asset management services, advisory services and other products and services primarily to clients in the hospitality industry. We became a public company on November 12, 2014, when Ashford Hospitality Trust, Inc. (“Ashford Trust”) completed the spin-off of the Company through the distribution of approximately 70% of our outstanding common stock to Ashford Trust stockholders and unitholders in Ashford Trust's operating partnership, collectively. Our common stock is listed on the NYSE American LLC (“NYSE American”). As of September 30, 2018, Ashford Trust held approximately 598,000 shares of our common stock, which represented an approximate 25.1% ownership interest in the Company, and Braemar Hotels & Resorts Inc. (“Braemar”) held approximately 195,000 shares, which represented an approximate 8.2% ownership interest in the Company.
We are currently the advisor for Ashford Trust and Braemar. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar, in each case subject to the supervision and oversight of the respective board of directors of Ashford Trust and Braemar. We provide the personnel and services that we believe are necessary to assist each of Ashford Trust and Braemar in conducting their respective businesses. We are not responsible for managing the day-to-day operations of the individual hotel properties owned by either Ashford Trust or Braemar, which duties are, and will continue to be, the responsibility of the hotel management companies that operate the hotel properties owned by Ashford Trust and Braemar.
We conduct our advisory business primarily through an operating entity, Ashford Hospitality Advisors LLC (“Ashford LLC”), our hospitality products and services business primarily through an operating entity, Ashford Hospitality Services LLC ("Ashford Services"), and our project management business through an operating entity, Premier Project Management LLC (“Premier”). We own substantially all of our assets and conduct substantially all of our business through Ashford LLC, Ashford Services and Premier.
On April 6, 2017, Ashford Inc. entered into the Amended and Restated Limited Liability Company Agreement (the “Amended and Restated LLC Agreement”) of Ashford Hospitality Holdings LLC, a Delaware limited liability company and a subsidiary of the Company (“Ashford Holdings”), in connection with the merger (the “Merger”) of Ashford Merger Sub LLC, a Delaware limited liability company, with and into Ashford LLC, with Ashford LLC surviving the Merger as a wholly-owned subsidiary of Ashford Holdings. Ashford Holdings is owned 99.8% by Ashford Inc. and 0.2% by redeemable noncontrolling interest holders. The terms of the Amended and Restated LLC Agreement are consistent with the terms of the Amended and Restated Limited Liability Company Agreement of Ashford LLC. The Merger was effectuated in order to facilitate our investments in businesses that provide products and services to the hospitality industry.
On April 6, 2017, we acquired a 70% controlling interest in Pure Rooms by: (i) issuing equity in our subsidiary, PRE Op Co LLC (“Pure Rooms”), with a fair value of $425,000, to the sellers; and (ii) contributing $97,000 of cash to PRE Op Co LLC. Pure Rooms’ patented 7-step purification process treats a room’s surfaces, including the air, and removes up to 99% of pollutants. See notes 2, 4, 10 and 14 to our condensed consolidated financial statements.
On November 1, 2017, we acquired an 85% controlling interest in J&S Audio Visual Communications, Inc., J&S Audiovisual Mexico, S. de R.L. de C.V. and J&S Audio Visual Dominican Republic, L.P. (collectively referred to as “J&S”) for approximately $25.5 million. J&S provides an integrated suite of audio visual services including show and event services, hospitality services, creative services, and design and integration services to its customers in various venues including hotels and convention centers in the United States, Mexico and the Dominican Republic. See notes 2, 4, 10, 11 and 14.
On January 2, 2018, the Company granted 8,962 shares of restricted common stock to the OpenKey redeemable noncontrolling interest holder in connection with the purchase of 519,647 shares of the outstanding membership interests in OpenKey, Inc. The restricted common stock was granted pursuant to the exemption from the registration requirements under the Securities Act provided under Section 4(a)(2) thereunder and vests three years from the grant date.
On January 16, 2018, the Company closed on the acquisition of a passenger vessel and other assets related to RED Hospitality & Leisure LLC ("RED"), a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. The Company paid $970,000 in cash, comprised of a $750,000 deposit paid on December 11, 2017, which was reflected on our consolidated balance sheet as “other assets” as of December 31, 2017, and an additional $220,000 paid on January 16, 2018. On March 23, 2018, the RED operating subsidiary acquired an additional passenger vessel for $1.0 million. On June 12, 2018, the RED operating subsidiary acquired an additional passenger vessel for $2.5 million in cash. The Company owns an 80% interest in RED. See notes 2, 10 and 14 to our condensed consolidated financial statements.

8
Table of Contents
ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


On April 6, 2018, Ashford Inc. signed a definitive agreement to acquire the project management business of Remington Holdings, L.P. (“Remington”).
On June 26, 2018, the Company entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement (the ‘‘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 ERFP Agreement on behalf of the Company and Ashford Trust, respectively. Under the ERFP Agreement, the Company agreed to provide $50 million to Ashford Trust in connection with Ashford Trust’s acquisition of additional hotels with the option to increase the funding commitment to up to $100 million upon mutual agreement by the parties. Under the ERFP Agreement, the Company is obligated to provide Ashford Trust 10% of the acquired hotel’s purchase price in exchange for furniture, fixtures and equipment (‘‘FF&E’’), which is subsequently leased to Ashford Trust rent-free. In connection with Ashford Trust’s acquisition of the Hilton Old Town Alexandria on June 29, 2018, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $11.1 million of FF&E at Ashford Trust properties. As of September 30, 2018, the Company has provided $390,000 of FF&E under the ERFP Agreement. As a result, the Company’s ERFP obligation of $10.7 million is reflected in our condensed consolidated balance sheet as “other assets” and “other liabilities” as of September 30, 2018. Under the ERFP agreement, Ashford Trust has two years from the acquisition date of a hotel property to identify the FF&E to be purchased by Ashford Inc. The Company recognizes the related depreciation tax deduction at the time such FF&E is placed into service at Ashford Trust properties. However, the timing of the FF&E being placed into service is subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. See note 9 and 14.
On August 7, 2018, at a Special Meeting of Stockholders, Ashford Inc. shareholders voted to approve certain matters related to Ashford Inc.’s acquisition of the project management business of Remington, including the issuance of 8,120,000 shares of newly created convertible preferred stock (“Series B Preferred Stock”).
On August 8, 2018, we completed the acquisition of Premier, the project management business formerly conducted by certain affiliates of Remington, including construction management, interior design, architectural oversight, and the purchasing, expediting, warehousing coordination, freight management, and supervision of installation of FF&E, and related services, for a total transaction value of $203 million. As a result, the project management services that were previously provided by Remington Lodging will now be provided by a subsidiary of Ashford Inc. under the respective project management agreement with each customer, including Ashford Trust and Braemar. The purchase price was paid by issuing 8,120,000 shares of the newly created Series B Preferred Stock to the sellers of Premier (the “Remington Sellers”), primarily MJB Investments, LP (which is wholly-owned by Monty J. Bennett, our Chief Executive Officer and Chairman of our board of directors), and his father Archie Bennett, Jr., the Chairman Emeritus of Ashford Trust (together, the “Bennetts”). The Series B Preferred Stock has a conversion price of $140 per share and would convert into 1,450,000 shares of our common stock. Dividends on the Series B Preferred Stock are payable at an annual rate of 5.5% in the first year, 6.0% in the second year, and 6.5% in the third year and each year thereafter. In addition to certain separate class voting rights, the holders of the Series B Preferred Stock vote on an as-converted basis with the holders of the common stock and the holders of any outstanding Series A Cumulative Preferred Stock (“Series A Preferred Stock”) or Series C Preferred Stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the Remington Sellers and their transferees are subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of the Company’s outstanding capital stock. The holders of the Series B Preferred Stock have certain conversion rights upon certain events constituting a change of control of the Company. 

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

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


On September 28, 2018, we completed a public offering of 270,000 shares of common stock at a price to the public of $74.50 per share, resulting in gross proceeds of $20.1 million. The net proceeds from the sale of the shares after discounts and commissions to the underwriters and offering expenses were approximately $18.1 million. We also sold an additional 10,000 shares of common stock to the underwriters on October 10, 2018, in connection with the underwriters’ partial exercise of their over-allotment option that had been granted to them in connection with the transaction. The net proceeds from the sale of the over-allotment shares after discounts and commissions to the underwriters were approximately $700,000.
The accompanying condensed consolidated financial statements reflect the operations of our advisory and asset management business, hospitality products and services business, and entities that we consolidate. In this report, the terms the “Company,” “we,” “us” or “our” refers to Ashford Inc. and all entities included in its condensed consolidated financial statements.
2. Significant Accounting Policies
Basis of Presentation and Principles of Consolidation—The accompanying historical unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Ashford Inc., its majority-owned subsidiaries and entities which it controls. All significant intercompany accounts and transactions between these entities have been eliminated in these historical condensed consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP in the accompanying unaudited condensed consolidated financial statements. We believe the disclosures made herein are adequate to prevent the information presented from being misleading. However, the condensed consolidated financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in our 2017 Annual Report on Form 10-K filed with the SEC on March 12, 2018.
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.

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


Noncontrolling Interests—The following tables present information about our noncontrolling interests, including those related to consolidated VIEs, as of September 30, 2018 and December 31, 2017 (in thousands):

 
September 30, 2018
 
Ashford
Holdings
 
J&S (3)
 
OpenKey(4)
 
Pure
Rooms (5)
 
RED (6)
Ashford Inc. ownership interest
99.83
%
 
85.00
%
 
45.61
%
 
70.00
%
 
80.00
%
Redeemable noncontrolling interests(1) (2)
0.17
%
 
15.00
%
 
29.65
%
 
—
%
 
—
%
Noncontrolling interests in consolidated entities
—
%
 
—
%
 
24.74
%
 
30.00
%
 
20.00
%
 
100.00
%
 
100.00
%
 
100.00
%
 
100.00
%
 
100.00
%
 
 
 
 
 
 
 
 
 
 
Carrying value of redeemable noncontrolling interests
$
313

 
$
2,227

 
$
1,238

 
n/a

 
n/a

Redemption value adjustment, year-to-date
(79
)
 
—

 
(497
)
 
n/a

 
n/a

Redemption value adjustment, cumulative
279

 
—

 
1,524

 
n/a

 
n/a

Carrying value of noncontrolling interests
—

 
—

 
519

 
166

 
(36
)
Assets, available only to settle subsidiary's obligations (7)
n/a

 
38,974

 
2,411

 
2,267

 
6,182

Liabilities (8)
n/a

 
24,170

 
500

 
2,151

 
2,605

Notes payable (8)
n/a

 
13,354

 
—

 
39

 
2,501

Revolving credit facility (8)
n/a

 
2,526

 
—

 
100

 
16

 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
Ashford
Holdings
 
J&S (3)
 
OpenKey(4)
 
Pure
Rooms (5)
 
RED (6)
Ashford Inc. ownership interest
99.80
%
 
85.00
%
 
43.90
%
 
70.00
%
 
—
%
Redeemable noncontrolling interests(1) (2)
0.20
%
 
15.00
%
 
39.59
%
 
—
%
 
—
%
Noncontrolling interests in consolidated entities
—
%
 
—
%
 
16.51
%
 
30.00
%
 
—
%
 
100.00
%
 
100.00
%
 
100.00
%
 
100.00
%
 
—
%
 
 
 
 
 
 
 
 
 
 
Carrying value of redeemable noncontrolling interests
$
385

 
$
2,522

 
$
2,204

 
n/a

 
n/a

Redemption value adjustment, year-to-date
224

 
—

 
1,046

 
n/a

 
n/a

Redemption value adjustment, cumulative
358

 
—

 
2,021

 
n/a

 
n/a

Carrying value of noncontrolling interests
—

 
439

 
128

 
205

 
—

Assets, available only to settle subsidiary's obligations (7)
n/a

 
36,951

 
1,403

 
1,865

 
—

Liabilities (8)
n/a

 
21,821

 
889

 
1,652

 
—

Notes payable (8)
n/a

 
9,917

 
—

 
220

 
—

Revolving credit facility (8)
n/a

 
814

 
—

 
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 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


(3) Represents ownership interests in J&S, which we consolidate under the voting interest model. J&S provides audio visual products and services in the hospitality industry. See also notes 1, 10 and 11.
(4) Represents ownership interests in OpenKey, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. See also notes 1, 10 and 11.
(5) Represents ownership interests in Pure Rooms, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Rooms provides hypoallergenic premium rooms in the hospitality industry. See also notes 1 and 10.
(6) Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. We are provided a preferred return on our investment in RED which is accounted for in our income allocation based on the applicable partnership agreement. RED is a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. See also notes 1 and 10.
(7) Total assets primarily consist of cash and cash equivalents and other assets that can only be used to settle the subsidiaries’ obligations.
(8) Liabilities consist primarily of accounts payable, accrued expenses and notes payable for which creditors do not have recourse to Ashford Inc. except in the case of the term loans and line of credit held by RED, for which the creditor has recourse to Ashford Inc.
Unconsolidated VIEs—Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions. We review the investments in unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity in earnings/loss in unconsolidated entities.
We held an investment in an unconsolidated entity with a carrying value of $500,000 at both September 30, 2018 and December 31, 2017. No impairment of the investment was recorded during the three and nine months ended September 30, 2018 or 2017.
Acquisitions—We account for acquisitions and investments in businesses as business combinations if the target meets the definition of a business and (a) the target is a VIE and we are the target's primary beneficiary, and therefore we must consolidate its financial statements, or (b) we acquire more than 50% of the voting interest of the target and it was not previously consolidated. We record business combinations using the acquisition method of accounting, which requires all of the assets acquired and liabilities assumed to be recorded at fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired is recorded as goodwill. The application of the acquisition method of accounting for business combinations requires management to make significant estimates and assumptions in the determination of the fair value of assets acquired and liabilities assumed in order to properly allocate purchase price consideration between assets that are depreciated and amortized from goodwill. The fair value assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. Significant assumptions and estimates include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted-average cost of capital, and the cost savings expected to be derived from acquiring an asset, if applicable. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the 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.
Use of Estimates—The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


Impairment of Furniture, Fixtures and Equipment—FF&E are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the asset is measured by comparison of the carrying amount of the asset to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the asset. If our analysis indicates that the carrying value of the asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the asset net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of assets, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Assets not yet placed into service are also reviewed for impairment whenever events or changes in circumstances indicate that all or a portion of the assets will not be placed into service. We recorded impairment charges of $0 and $1.9 million for the three and nine months ended September 30, 2018, respectively. The impairment was recognized upon determination that a portion of capitalized software that was not eligible for reimbursement would not be placed into service. Impairment charges of $0 and $1.1 million were recorded for the three and nine months ended September 30, 2017, respectively, partially offset by recognition of deferred income from reimbursable expenses related to capitalized software implementation costs. The impairment was recognized upon determination that a portion of the implemented software cost will not be placed into service. See note 14.
Goodwill and Indefinite-Lived Intangible Assets—Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date. Indefinite-lived intangible assets primarily include trademark rights resulting from our acquisition of J&S. We assess goodwill and indefinite-lived intangible assets, neither of which is amortized, for impairment annually as of October 1, or more frequently, if events and circumstances indicate impairment may have occurred. In the evaluation of goodwill for impairment, we perform a quantitative assessment and compare the fair value of the reporting unit to the carrying value. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and we proceed to step two of the impairment analysis. In step two of the analysis, we will record an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise. We determine fair value based on discounted projected future operating cash flows using a discount rate that is commensurate with the risk inherent in our current business model. We base our measurement of fair value of trademarks using the relief-from-royalty method. This method assumes that the trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. No indicators of impairment were identified during our annual test performed as of October 1, 2017, or as of September 30, 2018.
Definite-Lived Intangible Assets—Definite-lived intangible assets primarily include customer relationships and management contracts resulting from our acquisition of Premier, J&S and Pure Rooms. The Premier assets are not amortized on a straight-line basis, rather the assets are amortized in a manner that approximates the pattern of the assets’ economic benefit to the Company over an estimated useful life of 30 years. The J&S and Pure assets are amortized using the straight-line method over the estimated useful lives of the assets. We review the carrying amount of the assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the carrying amount is not recoverable, we record an impairment charge for the excess of the carrying amount over the fair value. No indicators of impairment were identified as of September 30, 2018.
Salaries and Benefits—Salaries and benefits are expensed as incurred. Salaries and benefits includes expense for equity grants of Ashford Trust and Braemar common stock and performance-based Long-Term Incentive Plan (“LTIP”) units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period. There is an offsetting amount, included in “advisory services” revenue. Salaries and benefits also includes changes in fair value in the deferred compensation plan liability. See further discussion in notes 2 and 13 to our condensed consolidated financial statements.
Depreciation and Amortization—Our FF&E is depreciated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the related assets. Furniture and equipment, excluding our RED vessels, are depreciated using the straight-line method over lives ranging from 3 to 7.5 years and computer software placed into service is amortized on a straight-line basis over estimated useful lives ranging from 3 to 5 years. Our RED vessels are depreciated using the straight-line method over a useful life of 20 years. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation expense and net income/loss as well as resulting gains or losses on potential sales. See also the “Definite-Lived Intangible Assets” above.
Equity-Based Compensation—Our equity incentive plan provides for the grant of restricted or unrestricted shares of our common stock, equity-based awards and other share awards, share appreciation rights, performance shares, performance units and other equity-based awards or any combination of the foregoing. Equity-based compensation included in “salaries and benefits” is accounted for at fair value based on the market price of the shares/options on the date of grant in accordance with applicable

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


authoritative accounting guidance. The fair value is charged to compensation expense on a straight-line basis over the vesting period of the shares/options. Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. Our officers and employees can be granted common stock and LTIP units from Ashford Trust and Braemar in connection with providing advisory services that result in expense, included in “salaries and benefits,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as offsetting revenue in an equal amount included in “advisory services” revenue.
Prior to the adoption of ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) in the third quarter of 2018, equity-based awards granted to other non-employees were accounted for at fair value based on the market price of the options at period end, which resulted in recording expense, included in “general and administrative,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. After the adoption of ASU 2018-07 in the third quarter of 2018, equity-based awards granted to other non-employees are measured at the grant date and expensed ratably over the vesting period based on the original measurement date as the grant date. This results in the recording of expense, included in “general and administrative” equal to the ratable amount of the grant date fair value based on the requisite service period satisfied during the period.
Other Comprehensive Income (Loss)—Comprehensive income consists of net income (loss) and foreign currency translation adjustments. The foreign currency translation adjustment represents the unrealized impact of translating the financial statements of the J&S operations in Mexico and the Dominican Republic from their respective functional currencies to U.S. dollars. This amount is not included in net income and would only be realized upon the sale or upon complete or substantially complete liquidation of the foreign businesses. The accumulated other comprehensive income is presented on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017. There were no sources of other comprehensive income (loss) for the three and nine months ended September 30, 2017.
Due to Affiliates—Due to affiliates represents current payables resulting from general and administrative expense, FF&E reimbursements, and contingent consideration associated with the acquisition of J&S. Due to affiliates is generally settled within a period not exceeding one year.
Income Taxes—We are a taxable corporation for federal and state income tax purposes. Income tax expense includes U.S. federal and state income taxes and, beginning November 1, 2017, Mexico and Dominican Republic income taxes. In accordance with authoritative accounting guidance, we account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the 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.
During the third quarter of 2018, we determined that it was more likely than not that we would realize our deferred tax assets because we recorded a $43 million deferred tax liability in the third quarter of 2018, and the future reversal of deferred tax liabilities is a source of future taxable income that allows us to utilize our deferred tax assets. Accordingly, in the third quarter of 2018, we reversed the valuation allowance on our deferred tax assets by recording a $15.1 million deferred income tax benefit in the consolidated statement of operations. The deferred tax liability related to our Premier acquisition, and it is the result of recording our book basis in Premier's acquired intangible assets at fair value while the tax basis of these assets was recorded using the seller's carryover basis, which is lower than fair value.
The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities, and, beginning November 1, 2017, in Mexico and the Dominican Republic. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities.
Recently Adopted Accounting Standards—In May 2014, the FASB issued ASU 2014-09, also referred to as “ASC 606” Revenue from Contracts with Customers. The core principle of the guidance is that an entity shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity is required to (a) identify the contract(s) with a customer, (b) identify

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, an entity may 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. ASC 606 also specifies the accounting for certain costs to obtain or fulfill a contract with a customer. In addition, the new guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.
Effective January 1, 2018, we adopted the new standard using the modified retrospective approach. Based on our assessment, adoption of the new guidance did not require a cumulative-effect adjustment to the opening retained earnings on January 1, 2018. We expect the new standard’s impact on net income will be immaterial on an ongoing annual basis; however, the Company does anticipate that the new standard will have an impact on its revenues in interim periods due to timing. The primary impact of adopting the new standard relates to the timing of recognition of incentive advisory fees, which 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 will no longer record incentive advisory fee revenue in interim periods prior to the fourth quarter of the year in which the incentive fee is measured. The Company expects that this could impact its revenues in future interim periods, but we are unable to estimate the impact because future incentive advisory fees are calculated based on future changes in total stockholder return of our REIT clients compared to the total stockholder return of their respective peer group. There are no material changes in revenue recognition for audio visual, investment management reimbursements, debt placement fees, claims management services revenue, lease revenue or other services revenue. See note 3 for additional information regarding our adoption of ASC 606.
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price; and (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. In February 2018, the FASB issued ASU 2018-03, as technical corrections and improvements to amend and clarify certain aspects of the guidance issued in ASU 2016-01. We have adopted this standard effective January 1, 2018, and the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures. See “Unconsolidated VIEs” above in note 2.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. We adopted this standard retrospectively effective January 1, 2018, and the adoption of this standard did not have a material impact on our condensed consolidated statements of cash flows and related disclosures for the nine months ended September 30, 2017. For the nine months ended September 30, 2018, the adoption of ASU 2016-15 resulted in the bifurcation of the $2.6 million contingent consideration payment associated with the acquisition of J&S between financing and operating cash flows (included in payments “due to affiliates”) in the amounts of $1.2 million and $1.4 million, respectively, within our condensed consolidated statements of cash flows. See notes 4 and 7.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. We have adopted this standard effective January 1, 2018.
In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees and aligns the guidance for share-based payments to non-

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


employees with the requirements for share-based payments granted to employees. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We elected to early adopt the standard effective July 1, 2018, and the adoption of this standard did not have a material impact on our condensed consolidated financial statements and related disclosures.
Recently Issued Accounting Standards—In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record an ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-10 affect only narrow aspects of the guidance issued in the amendments in ASU 2016-02, including but not limited to lease residual value guarantee, rate implicit in the lease and lease term and purchase option. The amendments in ASU 2018-11 provide an optional transition method for adoption of the new standard, which will allow entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption. ASU 2016-02 is effective for annual and interim periods for fiscal years beginning after December 15, 2018, which will require us to adopt these provisions in the first quarter of 2019 on a modified retrospective basis with an option to use the transition relief provided in ASU 2018-11. The accounting for leases under which we are the lessor remains largely unchanged. We are currently evaluating our contracts as well as other existing arrangements to determine if they qualify for lease accounting under the new standard. While we continue evaluating our lease portfolio to assess the impact of ASU 2016-02, we expect the primary impact to our condensed consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under noncancelable leases on our condensed consolidated balance sheets resulting in the recording of ROU assets and lease obligations. We disclosed $5.5 million in undiscounted operating lease obligations in our lease commitments footnote in our most recent 10-K. We expect to elect the practical expedients upon transition that will retain the lease classification and initial direct costs for any leases that exist prior to adoption of the standard. We do not expect to reassess whether any contracts entered into prior to adoption are leases. We expect to use the transition method that includes the practical expedient that allows us to adopt effective January 1, 2019 and not reevaluate or recast prior periods, however we are still evaluating the available transition methods. We are implementing repeatable processes to manage ongoing lease data collection and analysis, and evaluating accounting policies and internal controls that will be impacted by the new standards.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the condensed consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, ASU 2017-04 clarifies that an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are evaluating the impact that ASU 2017-04 will have on our condensed consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 modifies certain disclosure requirements related to fair value measurements including requiring disclosures on changes in unrealized gains and losses in other comprehensive income for recurring Level 3 fair value measurements and a requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-13 will have on our condensed consolidated financial statements.

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2018-15 will have on our condensed consolidated financial statements.
3. Revenues
Revenue Recognition—Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
•Identification of the contract, or contracts, with a customer
•Identification of the performance obligations in the contract
•Determination of the transaction price
•Allocation of the transaction price to the performance obligations in the contract
•Recognition of revenue when, or as, we satisfy a performance obligation

The following provides detailed information on the recognition of our revenues from contracts with customers:
Advisory Services Revenue
Advisory services revenue is reported within our REIT Advisory segment and primarily consists of advisory fees and expense reimbursements that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees. For Ashford Trust, the base fee was paid quarterly and ranges from 0.50% to 0.70% per annum of the total market capitalization ranging from less than $6.0 billion to greater than $10.0 billion plus, prior to June 26, 2018, the Key Money Asset Management Fee, as defined in the amended and restated advisory agreement, subject to certain minimums. Upon effectiveness of the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement on June 29, 2018, the base fee is paid monthly and ranges from 0.50% to 0.70% per annum of the total market capitalization ranging from less than $6.0 billion to greater than $10.0 billion plus the Net Asset Fee Adjustment, as defined in the amended and restated advisory agreement, as amended, subject to certain minimums. The Braemar base fee is paid monthly and is fixed at 0.70% of Braemar’s total market capitalization plus the Key Money Asset Management Fee, as defined in the respective advisory agreement, subject to certain minimums. Reimbursements for overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are recognized when services have been rendered. We record advisory revenue for equity grants of Ashford Trust and Braemar common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well an offsetting expense in an equal amount included in “salaries and benefits.”
Incentive advisory fees are measured annually in each year that Ashford Trust’s and/or Braemar’s annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the Fixed Charge Coverage Ratio (“FCCR”) Condition, as defined in the respective advisory agreements. Incentive advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition, which relates to the ratio of adjusted EBITDA to fixed charges for Ashford Trust or Braemar, as applicable. Historically, during the incentive advisory fee measurement period (i.e. the first year of each three year period), incentive advisory fees have been accrued (or reversed) quarterly based on the amount that would be due pursuant to the applicable advisory agreements as of the interim balance sheet date. The second and third year installments of incentive advisory fees have been recognized as revenue on a pro-rata basis each quarter for the amounts determined in the first year measurement period, subject to the December 31 FCCR Condition each year. Effective with our January 1, 2018 adoption of ASC 606, we will no longer record the first year's installment of incentive advisory fee revenue in interim periods prior to the fourth quarter. Prior to measurement in the fourth quarter of each year, our first year installment of incentive advisory fees are subject to significant fluctuation (i.e. based on annual total stockholder returns) and are contingent on a future event during the measurement period (e.g. meeting the FCCR Condition). Accordingly, incentive advisory fees will generally be recognized only upon measurement in the fourth quarter of the first year of the three year period. The second and third year installments of incentive advisory fees are recognized as revenue on a pro-rata basis each quarter as such amounts are not subject to significant reversal.

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


The tables below present the impact of applying the new revenue recognition standard to the components of total revenue within the condensed consolidated statement of operations for the three and nine months ended September 30, 2018, as a result of the change in the timing of revenue recognition of incentive advisory fees during interim periods prior to the fourth quarter of the year in which the incentive fee is measured (in thousands):
 
Three Months Ended September 30, 2018
 
As Reported
 
Financial Results Prior to Adoption of Revenue Recognition Standard
 
Impact of Adoption of Revenue Recognition Standard
Advisory services revenue:
 
 
 
 
 
Base advisory fee
$
11,655

 
$
11,655

 
$
—

Incentive advisory fee
452

 
(241
)
 
693

Reimbursable expenses
2,607

 
2,607

 
—

Non-cash stock/unit-based compensation
6,170

 
6,170

 
—

Other advisory revenue
132

 
132

 
—

Total advisory services revenue
21,016

 
20,323

 
693

 
 
 
 
 
 
Audio visual
14,526

 
14,526

 
—

Project management
3,616

 
3,616

 
—

Other
2,407

 
2,407

 
—

Total revenue
$
41,565

 
$
40,872

 
$
693

 
Nine Months Ended September 30, 2018
 
As Reported
 
Financial Results Prior to Adoption of Revenue Recognition Standard
 
Impact of Adoption of Revenue Recognition Standard
Advisory services revenue:
 
 
 
 
 
Base advisory fee
$
33,540

 
$
33,540

 
$
—

Incentive advisory fee
1,356

 
2,103

 
(747
)
Reimbursable expenses
7,052

 
7,052

 
—

Non-cash stock/unit-based compensation
25,780

 
25,780

 
—

Other advisory revenue
390

 
390

 
—

Total advisory services revenue
68,118

 
68,865

 
(747
)
 
 
 
 
 
 
Audio visual
61,212

 
61,212

 
—

Project management
3,616

 
3,616

 
—

Other
11,598

 
11,598

 
—

Total revenue
$
144,544

 
$
145,291

 
$
(747
)
Audio Visual Revenue
Audio visual revenue primarily consists of revenue generated within our J&S 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


The venues’ commissions are not dependent on collections. As a result, our revenue is primarily reported on a gross basis. Cost of revenues for audio visual principally includes commissions paid to venues, direct labor costs, the cost of equipment sub-rentals, depreciation of equipment, amortization of signing bonuses, as well as other costs such as supplies, freight, travel and other overhead from our venue and customer facing operations and any losses on equipment disposal.
Project Management Revenue
Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, procurement, engineering and project management services for renovation and ground-up development projects at properties. Premier receives fees for these services and recognizes revenue over time as services are provided to the customer. Project management revenue also includes revenue from reimbursable costs for accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners.
Other Revenue
Debt placement fees are reported within our REIT Advisory segment and include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary. These fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan has closed.
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.
Deferred Revenue and Contract Balances
As of September 30, 2018, we recorded a $10.7 million contract asset that will be realized in the form of leased FF&E pursuant to our Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement with Ashford Trust. See notes 1 and 14.
Deferred revenue primarily consists of customer billings in advance of revenues being recognized from our advisory agreements and other hospitality products and services contracts. Generally, deferred revenue that could result in a cash payment within the next twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. The increase in the deferred revenue balance is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by revenues recognized that were included in the deferred revenue balance at the beginning of the period.
For the three months ended September 30, 2018, we recognized $1.3 million of revenues that were included in deferred revenue at the beginning of the period, including (a) $666,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $173,000 of audio visual revenue, and (c) 505,000 of “other services” revenue earned by our hospitality products and services companies.
For the nine months ended September 30, 2018, we recognized $5.8 million of revenues that were included in deferred revenue at the beginning of the period, including (a) $1.6 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) 2.9 million of audio visual revenue, and (c) $1.3 million of “other services” revenue earned by our hospitality products and services companies.
We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was primarily related to (i) reimbursed software costs that will be recognized evenly over the period the software is used to provide advisory services to Ashford Trust and Braemar, and (ii) a $5.0 million cash payment received in June 2017 from Braemar in connection with our Fourth Amended and Restated Braemar Advisory Agreement, which is recognized evenly over the 10-year initial contract period that we are providing Braemar advisory services. Incentive advisory fees that are contingent upon future market performance are excluded as the fees are considered variable and not included in the transaction price at September 30, 2018.
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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


of the related services, we record deferred revenue until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of $4.6 million and $5.1 million included in “accounts receivable, net” primarily related to our hospitality products and services segment, $4.9 million and $13.3 million in “due from Ashford Trust OP”, and $1.1 million and $1.7 million included in “due from Braemar OP” related to REIT advisory services at September 30, 2018 and December 31, 2017, respectively. We had no significant impairments related to these receivables during the nine months ended September 30, 2018.
We have four reportable segments: REIT Advisory, Premier, J&S and OpenKey. We combine the operating results of Pure Rooms and RED into an “all other” category, which we refer to as “Corporate and Other.” See note 16 for more information about our segment reporting. Our REIT Advisory, Premier, OpenKey, and Corporate and Other reporting segments conduct their business within the United States. Our J&S reporting segment conducts business in the United States, Mexico, and the Dominican Republic. The following table presents revenue from our J&S reporting segment geographically for the three and nine months ended September 30, 2018 and 2017 (in thousands).
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
United States
$
12,385

 
$
—

 
$
44,547

 
$
—

Mexico
1,293

 
—

 
12,010

 
—

Dominican Republic
848

 
—

 
4,655

 
—

 
$
14,526

 
$
—

 
$
61,212

 
$
—

4. Acquisitions
Premier
On August 8, 2018, we completed the acquisition of Premier for a total transaction value of $203 million. Premier provides construction management, interior design, architectural oversight, and the purchasing, expediting, warehousing coordination, freight management, and supervision of installation of FF&E, and related services. The purchase price was paid by issuing 8,120,000 shares of the newly created Series B Preferred Stock to the sellers. See note 11 for further discussion of the Series B Preferred Stock. The results of operations of Premier are included in our consolidated financial statements from the date of acquisition.
The acquisition of Premier has been recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations. The holding company reorganization that we effected in connection with the Premier acquisition was accounted for as a common control transaction. The purchase price allocation for the acquisition of Premier is based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. We have completed our preliminary valuation to determine the fair value of the identifiable assets acquired and liabilities assumed. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections of Premier and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill.
We have allocated the purchase price to the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. We are in the process of evaluating the values assigned to working capital balances and intangible assets. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


The fair value of the purchase price and the preliminary allocation of the purchase price is as follows (in thousands):
Series B preferred stock
 
$
203,000

Preferred stock discount
 
(2,725
)
Total fair value of purchase price
 
$
200,275

 
 
Fair Value
 
Estimated Useful Life
Current assets including cash
 
$
3,914

 
 
Goodwill
 
53,111

 
 
Management contracts
 
188,800

 
30 years
Total assets acquired
 
245,825

 
 
Current liabilities
 
2,414

 
 
Deferred tax liability
 
43,136

 
 
Total assumed liabilities
 
45,550

 
 
Net assets acquired
 
$
200,275

 
 
We do not expect any of the goodwill balance to be deductible for tax purposes.
Results of Premier
The results of operations of Premier have been included in our results of operations since the acquisition date. Our consolidated statement of operations for both the three and nine months ended September 30, 2018, include total revenue of $3.6 million. In addition, our condensed consolidated statements of operations for both the three and nine months ended September 30, 2018, include net income of $68,000 from Premier. The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2017, are included below under “Pro Forma Financial Results.”
J&S
On November 1, 2017, we completed the acquisition of an 85% controlling interest in J&S. J&S provides an integrated suite of audio visual services including show and event services, hospitality services, creative services and design & integration services to its customers in various venues including hotels and convention centers in the United States, Mexico and the Dominican Republic.
The purchase price of approximately $25.5 million consisted of (i) $19.2 million in cash of which $10.0 million was funded with a term loan; (ii) 70,318 shares of Ashford Inc. common stock, which was determined based on an agreed upon value of approximately $4.3 million using a thirty-day volume weighted average price per share of $60.44 and had an estimated fair value of approximately $5.1 million as of the acquisition date; and (iii) contingent consideration with an estimated fair value of approximately $1.2 million. The results of operations of J&S were included in our consolidated financial statements from the date of acquisition.
The acquisition of J&S has been recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation is based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. We have completed our preliminary valuation to determine the fair value of the identifiable assets acquired and liabilities assumed. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections of J&S and the discount rate applied to those cash flows. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill.
We have allocated the purchase price to the assets acquired and liabilities assumed on a preliminary basis using estimated fair value information currently available. During the third quarter of 2018, we recorded a $6.4 million adjustment to increase the value of the acquired FF&E to their estimated fair value and a corresponding decrease to goodwill on the consolidated balance sheet. We also recorded approximately $1.0 million of incremental depreciation expense, which was primarily included in “cost of revenues for audio visual” in our condensed consolidated statements of operations, during the third quarter of 2018. We will finalize

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


the valuation in the fourth quarter and record any change to the amounts recorded within FF&E. Any change to the amounts recorded could also impact depreciation expense.
Additionally, the J&S operating subsidiary acquired an affiliate that it controls for a nominal amount. We recorded a $327,000 adjustment to reverse the fair value allocated to the noncontrolling interest and a corresponding decrease to goodwill on the consolidated balance sheet.
The fair value of the purchase price and preliminary allocation of the purchase price is as follows (in thousands):
Cash
 
$
9,176

Term loan
 
10,000

Fair value of Ashford Inc. common stock
 
5,063

Fair value of contingent consideration
 
1,196

Purchase price consideration
 
25,435

Fair value of redeemable noncontrolling interest
 
2,724

Total fair value of purchase price
 
$
28,159

 
 
Fair Value
 
Estimated Useful Life
Current assets including cash
 
$
6,564

 
 
FF&E
 
15,423

 
5 years
Goodwill
 
5,594

 
 
Trademarks
 
3,201

 
 
Customer relationships
 
6,519

 
7 years
Other assets
 
129

 
 
Total assets acquired
 
37,430

 
 
Current liabilities
 
7,080

 
 
Notes payable, current
 
445

 
 
Deferred income
 
1,213

 
 
Note payable, non-current
 
533

 
 
Total assumed liabilities
 
9,271

 
 
Net assets acquired
 
$
28,159

 
 
We expect approximately $9.9 million of the goodwill balance to be deductible for tax purposes. The qualitative factors that make up the recorded goodwill include value associated with an assembled workforce and value attributable to expanding J&S’ operations through our relationships with Ashford Trust and Braemar.
Results of J&S
The results of operations of J&S have been included in our results of operations since the acquisition date. Our consolidated statement of operations for the three and nine months ended September 30, 2018, include total revenue of $14.5 million and $61.2 million, respectively. In addition, our condensed consolidated statements of operations for the three and nine months ended September 30, 2018, include net losses of $3.5 million and $107,000, respectively, from J&S. The unaudited pro forma results of operations, as if the acquisition had occurred on January 1, 2017, are included below under “Pro Forma Financial Results.”

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


Pro Forma Financial Results
The following table reflects the unaudited pro forma results of operations as if the J&S, Pure Rooms (as disclosed in our Form 10-K for the year ended December 31, 2017) and Premier acquisition had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2017, and the removal of $6.2 million and $10.3 million of transaction costs directly attributable to the acquisitions for three and nine months ended September 30, 2018 (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Total revenue
$
44,781

 
$
39,135

 
$
162,765

 
$
125,250

Net income (loss)
5,254

 
(2,892
)
 
12,009

 
(8,863
)
Net income (loss) attributable to the Company
6,635

 
(2,067
)
 
13,530

 
(7,651
)
The acquisition of certain assets related to RED was treated as an acquisition of property and equipment so the pro forma results of operations of RED are not included above.
5. Goodwill and Intangible Assets, net
The changes in the carrying amount of goodwill for the nine months ended September 30, 2018, are as follows (in thousands):
 
 
Premier
 
J&S
 
Corporate and Other
 
Consolidated
Balance at January 1, 2018
 
$
—

 
$
12,165

 
$
782

 
$
12,947

Changes in goodwill:
 
 
 
 
 
 
 


Additions
 
53,111

 
—

 
—

 
53,111

Adjustments (1)
 
—

 
(6,571
)
 
—

 
(6,571
)
Balance at September 30, 2018
 
$
53,111

 
$
5,594

 
$
782

 
$
59,487


(1) The adjustment of approximately $6.6 million relates primarily to the preliminary valuation of assets and liabilities related to the J&S acquisition.
Intangible assets, net as of September 30, 2018 and December 31, 2017, are as follows (in thousands):
 
September 30, 2018
 
December 31, 2017
 
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
 
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Definite-lived intangible assets:
 
 
 
 
 
 
 
Pure Rooms customer relationships
$
175

$
(52
)
$
123

 
$
175

$
(26
)
$
149

J&S customer relationships
6,519

(854
)
5,665

 
6,519

(156
)
6,363

Premier management contracts
188,800

(1,618
)
187,182

 
—

—

—

 
$
195,494

$
(2,524
)
$
192,970

 
$
6,694

$
(182
)
$
6,512

 
 
 
 
 
 
 
 
Indefinite-lived intangible assets:
 
 
 
 
 
 
 
J&S trademarks
$
3,201

 
 
 
$
3,201

 
 
 
$
3,201





 
$
3,201

 
 
Amortization expense for definite-lived intangible assets was $1.9 million and $2.3 million for the three and nine months ended September 30, 2018, respectively. Amortization expense for definite-lived intangible assets was $9,000 and $17,000 for the three and nine months ended September 30, 2017, respectively. Customer relationships and management contracts for Pure Rooms, J&S and Premier were assigned a useful life of 5 years, 7 years and 30 years, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


6. Notes Payable, net
Notes payable, net consisted of the following (in thousands):
Indebtedness
 
Borrower
 
Maturity
 
Interest Rate
 
September 30, 2018
 
December 31, 2017
Senior revolving credit facility
 
Ashford Inc.
 
March 1, 2021
 
Base Rate(1) + 2.00% to 2.50% or LIBOR(2) + 3.00% to 3.50%
 
$
—

 
$
—

Term loan
 
J&S
 
November 1, 2022
 
One-Month LIBOR(3) + 3.25%
 
9,167

 
9,917

Revolving credit facility
 
J&S
 
November 1, 2022
 
One-Month LIBOR(3) + 3.25%
 
2,526

 
814

Capital lease obligations
 
J&S
 
Various
 
Various - fixed
 
564

 
896

Equipment note
 
J&S
 
November 1, 2022
 
One-Month LIBOR(3) + 3.25%
 
1,623

 
—

Draw Term Loan
 
J&S
 
November 1, 2022
 
One-Month LIBOR(3) + 3.25%
 
2,000

 
—

Revolving credit facility
 
OpenKey
 
October 31, 2018
 
Prime Rate(4) + 2.75%
 
—

 
—

Term loan
 
Pure Rooms
 
October 1, 2018
 
5.00%
 
39

 
220

Revolving credit facility
 
Pure Rooms
 
On demand
 
Prime Rate(4) + 1.00%
 
100

 
100

Term loan
 
RED
 
April 5, 2025
 
Prime Rate(4) + 1.75%
 
716

 
—

Revolving credit facility
 
RED
 
March 5, 2019
 
Prime Rate(4) + 1.75%
 
16

 
—

Term loan
 
RED
 
February 1, 2029
 
Prime Rate(4) + 2.00%
 
1,785

 
—

Notes payable
 
 
 
 
 
 
 
18,536

 
11,947

Less deferred loan costs, net
 
 
 
 
 
 
 
(242
)
 
(240
)
Notes payable less net deferred loan costs
 
 
 
 
 
 
 
18,294

 
11,707

Less current portion
 
 
 
 
 
 
 
(1,726
)
 
(1,751
)
Notes payable, net - non-current
 
 
 
 
 
 
 
$
16,568

 
$
9,956

__________________
(1) Base Rate, as defined in the senior revolving credit facility agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%.
(2) Ashford Inc. may elect a 1, 2, 3 or 6 month LIBOR period for each borrowing.
(3) The one-month LIBOR rate was 2.26% and 1.56% at September 30, 2018 and December 31, 2017, respectively.
(4) Prime Rate was 5.25% and 4.50% at September 30, 2018 and December 31, 2017, respectively.
On August 31, 2018, our RED operating subsidiary entered into a term loan of $1.8 million for which the creditor has recourse to Ashford Inc. The term loan bears interest at the Prime Rate plus 2.00% and matures on February 1, 2029.
On March 23, 2018, our RED operating subsidiary entered into a term loan of $750,000 and a revolving credit facility of $250,000 for which the creditor has recourse to Ashford Inc. Approximately $225,000 of the proceeds from the term loan is held in an escrow account, which is included in our condensed consolidated balance sheet within “other assets” as of September 30, 2018. During the nine months ended September 30, 2018, $16,000 was drawn on the revolving credit facility. As of September 30, 2018, $234,000 was available under the revolving credit facility.
On March 1, 2018, the Company and its subsidiary Ashford Hospitality Holdings LLC entered into a $35 million senior revolving credit facility with Bank of America, N.A. The credit facility provides for a three-year revolving line of credit and bears interest at the Base Rate plus 2.00% to 2.50% or LIBOR plus 3.00% to 3.50%, depending on the leverage level of the Company. There is a one-year extension option subject to the satisfaction of certain conditions. The new credit facility includes the opportunity to expand the borrowing capacity by up to $40 million to an aggregate amount of $75 million, subject to certain conditions. At September 30, 2018, there were no outstanding borrowings under the facility.

24
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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


On November 1, 2017, our J&S operating subsidiary entered into a series of financing transactions for which the creditors do not have recourse to Ashford Inc., including a $10.0 million term loan to finance the acquisition of J&S. The term loan bears interest at LIBOR plus 3.25% and matures on November 1, 2022. Net deferred loan costs associated with this financing of $195,000 and $226,000, respectively, are included as a reduction to “notes payable, net” on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017. As of September 30, 2018 and December 31, 2017, $1.0 million of the term loan was recorded in current portion of notes payable, net. In connection with the term loan, the subsidiary entered into an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair value of the interest rate cap at September 30, 2018 and December 31, 2017, was not material. The subsidiary also entered into a $3.0 million revolving credit facility which bears interest at LIBOR plus 3.25% and matures on November 1, 2022. During the nine months ended September 30, 2018, $16.3 million was drawn and approximately $14.5 million of payments were made on the revolving credit facility. As of September 30, 2018, approximately $0.5 million of credit was available under the revolving credit facility. These debt agreements contain various financial covenants that, among other things, require the maintenance of certain fixed charge coverage ratios. As of September 30, 2018, our J&S operating subsidiary was in compliance with all financial covenants.
Also on November 1, 2017, in connection with the acquisition of J&S, our J&S operating subsidiary entered into a $3.0 million equipment note and a $2.0 million draw term loan agreement. These loans each bear interest at LIBOR plus 3.25% and mature on November 1, 2022. During the nine months ended September 30, 2018, $1.7 million was drawn and approximately $113,000 of payments were made on the equipment note. As of September 30, 2018, $2.0 million was outstanding on the draw term loan. All the loans in connection with the acquisition of J&S are partially secured by a security interest on all of the assets and equity interests of our J&S operating subsidiary.
On April 13, 2017, OpenKey entered into a Loan and Security Agreement for a line of credit in the amount of $1.5 million. The line of credit is secured by all of OpenKey's assets and matures on October 31, 2018, with an interest rate of Prime Rate plus 2.75%. Creditors do not have recourse to Ashford Inc. At September 30, 2018 and December 31, 2017, there were no borrowings outstanding under the Loan Agreement. In connection with the line of credit, OpenKey granted the creditors a 10-year warrant to purchase approximately 28,000 shares of OpenKey's preferred stock at $1.61 per share. The fair value of the warrants, estimated to be $28,000, was recorded in noncontrolling interests in consolidated entities and debt issuance costs, which is amortized over the term of the line of credit.
On April 6, 2017, Pure Rooms entered into a term loan of $375,000 and a line of credit of $100,000 for which the creditor does not have recourse to Ashford Inc. The term loan has a fixed interest rate of 5.00% per annum. Subsequent to the end of the quarter on October 1, 2018, we paid off the $39,000 balance on the term loan. The line of credit has a variable interest rate of Prime Rate plus 1.00%. There is no stated maturity date related to the line of credit as it is payable on demand; accordingly, the balance has been classified as a current liability on our condensed consolidated balance sheets.
7. Fair Value Measurements
Fair Value Hierarchy—Our financial instruments measured at fair value, either on a recurring or a non-recurring basis, are classified in a hierarchy for disclosure purposes consisting of three levels based on the observability of inputs in the market place as discussed below:
•Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.
•Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.
•Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

25
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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, 2018
 
 
 
 
 
 
 
 
Deferred compensation plan
$
(15,521
)
 
$
—

 
$
—

 
$
(15,521
)
 
Total
$
(15,521
)
 
$
—

 
$
—

 
$
(15,521
)
 
 
Quoted Market Prices (Level 1)
 
Significant Other
Observable Inputs (Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
Total
 
December 31, 2017
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
Contingent consideration
$
—

 
$
—

 
$
(2,262
)
 
$
(2,262
)
(1) 
Deferred compensation plan
(19,259
)
 
—

 
—

 
(19,259
)
 
Total
$
(19,259
)
 
$
—

 
$
(2,262
)
 
$
(21,521
)
 
__________________
(1) Reported as “due to affiliates” in the condensed consolidated balance sheets.
The following table presents the rollforward of our Level 3 contingent consideration liability (in thousands):
 
Contingent Consideration Liability (1)
Balance at December 31, 2017
$
(2,262
)
Acquisitions
—

Gains (losses) included in earnings (2)
(338
)
Dispositions and settlements
2,600

Transfers into/out of Level 3
—

Balance at September 30, 2018
$
—

__________________
(1) Includes Ashford Inc.’s contingent consideration associated with the acquisition of J&S, which is carried at fair value in the condensed consolidated balance sheets within “due to affiliates.” The liability was settled in the third quarter of 2018. The fair value was estimated using significant inputs that are not observable in the market and thus represent Level 3 fair value measurements. The significant input in the Level 3 measurement of the contingent consideration is the risk adjusted discount rate used to discount the future payment.
(2) Reported as “other” operating expense in the condensed consolidated statements of operations.

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


Effect of Fair Value Measured Assets and Liabilities on Condensed Consolidated Statements of Operations
The following table summarizes the effect of fair value measured assets and liabilities on the condensed consolidated statements of operations (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
2018
 
2017
 
2018
 
2017
Assets
 
 
 
 
 
 
 
Options on futures contracts
$
—

 
$
—

 
$
—

 
$
(91
)
Total
—

 
—

 
—

 
(91
)
Liabilities
 
 
 
 
 
 
 
Contingent consideration
221

 
—

 
(338
)
 
—

Deferred compensation plan
(2,274
)
 
(2,006
)
 
3,540

 
(3,673
)
Total
(2,053
)
 
(2,006
)
 
3,202

 
(3,673
)
Net
$
(2,053
)
 
$
(2,006
)
 
$
3,202

 
$
(3,764
)
Total combined
 
 
 
 
 
 
 
Unrealized gain (loss) on investments (1)
$
—

 
$
—

 
$
—

 
$
203

Realized gain (loss) on investments
—

 
—

 
—

 
(294
)
Contingent consideration (2)
221

 
—

 
(338
)
 
—

Deferred compensation plan (3)
(2,274
)
 
(2,006
)
 
3,540

 
(3,673
)
Net
$
(2,053
)
 
$
(2,006
)
 
$
3,202

 
$
(3,764
)
________
(1) 
Includes unrealized gain (loss) associated with investments in unconsolidated entities and reported as “unrealized gain (loss) on investments” in the condensed consolidated statements of operations.
(2) 
Represents the accretion of contingent consideration associated with the acquisition of J&S settled in the third quarter of 2018. Reported as a component of “other operating expense” in the condensed consolidated statements of operations.
(3) 
Reported as a component of “salaries and benefits” in the condensed consolidated statements of operations.

27
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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


8. 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, 2018
 
December 31, 2017
 
 
Carrying
Value
 
Estimated
Fair Value
 
Carrying
Value
 
Estimated
Fair Value
Financial liabilities measured at fair value:
 
 
 
 
 
 
 
 
Deferred compensation plan
 
$
15,521

 
$
15,521

 
$
19,259

 
$
19,259

Contingent consideration
 
—

 
—

 
2,262

 
2,262

Financial assets not measured at fair value:
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
64,937

 
$
64,937

 
$
36,480

 
$
36,480

Restricted cash
 
10,722

 
10,722

 
9,076

 
9,076

Accounts receivable, net
 
4,595

 
4,595

 
5,127

 
5,127

Due from Ashford Trust OP
 
4,912

 
4,912

 
13,346

 
13,346

Due from Braemar OP
 
1,057

 
1,057

 
1,738

 
1,738

Investments in unconsolidated entities
 
500

 
500

 
500

 
500

Financial liabilities not measured at fair value:
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
 
$
24,462

 
$
24,462

 
$
20,529

 
$
20,529

Due to affiliates
 
493

 
493

 
4,272

 
4,272

Other liabilities
 
21,094

 
21,094

 
9,076

 
9,076

Notes payable
 
18,536

 
17,764 to 19,633

 
11,947

 
12,040

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.
Contingent consideration. The liability associated with the acquisition of J&S is carried at fair value based on the terms of the acquisition agreement and any changes to fair value are recorded in “other” operating expenses in the condensed consolidated statements of operations.
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 Ashford Trust OP, due from Braemar OP, accounts payable and accrued expenses, due to affiliates and other liabilities. The carrying values of these financial instruments approximate their fair values due primarily to the short-term nature of these financial instruments. This is considered a Level 1 valuation technique.
Investments in unconsolidated entities. The carrying value of the asset resulting from investment in unconsolidated entities approximates fair value based on recent observable transactions. This is considered a level 2 valuation technique.
Notes payable. The fair value of notes payable is based on credit spreads on observable transactions of a similar nature and is considered a Level 2 valuation technique.

28
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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)



9. Commitments and Contingencies
Purchase Commitment—As of September 30, 2018, we had approximately $38.9 million of purchase commitments related to our Enhanced Return Funding Program with Ashford Trust which are contingent upon Ashford Trust acquiring additional hotels. See note 14.
Litigation—The Company is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the financial position or results of operations of the Company. However, the adjudication of legal proceedings is difficult to predict, and if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s financial position or results of operations could be materially adversely affected in future periods.
10. Equity
Noncontrolling Interests in Consolidated Entities—See note 2 for details regarding ownership interests, carrying values and allocations related to noncontrolling interests in our consolidated subsidiaries.
The following table summarizes the (income) loss allocated to noncontrolling interests for each of our consolidated entities (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
(Income) loss allocated to noncontrolling interests:
 
 
 
 
 
 
 
J&S
$
151

 
$
—

 
$
58

 
$
—

OpenKey
242

 
113

 
585

 
373

Pure Rooms
(18
)
 
(11
)
 
25

 
40

RED
38

 
—

 
36

 
—

Other (1)
—

 
—

 
—

 
(146
)
Total net (income) loss allocated to noncontrolling interests
$
413

 
$
102

 
$
704

 
$
267

________
(1) 
Represents noncontrolling interests primarily in the AQUA Fund, which was fully dissolved as of December 31, 2017.
11. 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.

29
Table of Contents
ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


The following table summarizes the net (income) loss allocated to our redeemable noncontrolling interests (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Net (income) loss allocated to redeemable noncontrolling interests:
 
 
 
 
 
 
 
Ashford Holdings (1)
$
(3
)
 
$
4

 
$
(9
)
 
$
4

J&S
679

 
—

 
29

 
—

OpenKey
292

 
296

 
797

 
991

Total net (income) loss allocated to redeemable noncontrolling interests
$
968

 
$
300

 
$
817

 
$
995

________
(1) 
Represents the 0.2% interest in Ashford LLC prior to our legal entity restructuring on April 6, 2017 and 0.2% interest in Ashford Holdings thereafter.
Preferred Stock—On August 8, 2018, we completed the acquisition of Premier for a total transaction value of $203 million. The purchase price was paid by issuing 8,120,000 shares of the newly created Series B Preferred Stock to the Remington Sellers. The Series B Preferred Stock has a conversion price of $140 per share and, if converted, would convert into 1,450,000 shares of our common stock. Dividends on the Series B Preferred Stock are payable at an annual rate of 5.5% in the first year, 6.0% in the second year, and 6.5% in the third year and each year thereafter. The preferred stock has an increasing dividend rate in the first three years where the stated dividend rate is 5.5% in the first year, 6.0% in the second year, and becomes fixed at 6.5% in the third year and thereafter. Under the applicable authoritative accounting guidance, this increasing dividend rate feature results in a discount that must be reflected in the fair value of the preferred stock, which is reflected in “Series B cumulative convertible preferred stock, net of discount” on our condensed consolidated balance sheets. For the three and nine months ended September 30, 2018, we recorded $303,000 of amortization related to the preferred stock discount.
In addition to certain separate class voting rights, the holders of the Series B Preferred Stock vote on an as-converted basis with the holders of the common stock and the holders of any outstanding Series A Preferred Stock or Series C Preferred Stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the selling stockholders and their transferees will generally be subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of our outstanding capital stock. The Series B Preferred Stock is also subject to conversion upon certain events constituting a change of control. 
After the seventh anniversary of the closing of the acquisition of Premier, we have the option to redeem all or any portion of the Series B Preferred Stock in $25.0 million increments on a pro rata basis among all covered investors unless, no less than 15 days before the closing of the purchase transaction, the participating covered investors specify an alternative allocation of the Series B Preferred Stock subject to the redemption (the “Call Option”), at a price per share equal to the sum of (i) $25.125 (as adjusted for any applicable stock splits or similar transactions) plus (ii) all accrued but unpaid dividends. The purchase price is payable only in cash. The notice of exercise of the Call Option does not limit or restrict any covered investor’s right to convert the Series B Preferred Stock into shares of our common stock prior to the closing of the Call Option. The Series B Preferred Stock is included in the mezzanine section of our condensed consolidated balance sheets as the preferred shares are redeemable for shares of our common stock outside of the Company’s control.
The Series B Preferred Stock quarterly dividend for all issued and outstanding shares was $0.2063 for the three months ended September 30, 2018. The Company declared and paid dividends as presented below:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Preferred dividends
$
1,675

 
—

 
$
1,675

 
—


30
Table of Contents
ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


12. Equity-Based Compensation
Equity-based compensation expense is primarily recorded in “salaries and benefits expense” in our condensed consolidated statements of operations and comprehensive income (loss). The components of equity-based compensation expense for the three and nine months ended September 30, 2018 and 2017 are presented below by award type (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Equity-based compensation
 
 
 
 
 
 
 
Stock option amortization (1)
$
1,951

 
$
1,899

 
$
7,625

 
$
5,436

Director and other non-employee equity grants expense (2)
38

 
—

 
433

 
250

Pre-spin equity grants expense (3)
—

 
—

 
—

 
684

Total equity-based compensation
$
1,989

 
$
1,899

 
$
8,058

 
$
6,370

 
 
 
 
 
 
 
 
Other equity-based compensation
 
 
 
 
 
 
 
REIT equity-based compensation (4)
$
6,232

 
$
3,443

 
$
25,842

 
$
5,449

 
$
8,221

 
$
5,342

 
$
33,900

 
$
11,819

________
(1) As of September 30, 2018, the Company had approximately $13.0 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.5 years. During the nine months ended September 30, 2018, we recorded approximately $2.5 million of equity-based compensation expense related to accelerated vesting of stock options, in accordance with the terms of the awards, as a result of the death of an executive in March 2018.
(2) Grants of restricted stock to independent directors are recorded at fair value based on the market price of our shares at grant date, and this amount is fully expensed in “general and administrative” expense as the grants of stock are fully vested on the date of grant. Options to purchase common stock granted to other non-employees are recorded at fair value based on the market price of the options. The recorded expense, included in “general and administrative,” is equal to the fair value of the award in proportion to the requisite service period satisfied during the period. See “Equity-based Compensation” in note 2.
(3) As a result of the spin-off, we assumed all of the unrecognized equity-based compensation associated with prior Ashford Trust equity grants of common stock and LTIP units. We recognized the equity-based compensation expense related to these assumed Ashford Trust equity grants through the April 2017 final vesting date.
(4) REIT equity-based compensation expense is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. and Premier. During the nine months ended September 30, 2018, REIT equity-based compensation included $6.7 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the death of an executive in March 2018. See notes 2 and 14.
13. Deferred Compensation Plan
We administer a non-qualified deferred compensation plan (“DCP”) for certain executive officers. The plan allowed participants to defer up to 100% of their base salary and bonus and select an investment fund for measurement of the deferred compensation obligation. For the periods the DCP was administered by Ashford Trust, the participants elected Ashford Trust common stock as their investment option. In accordance with the applicable authoritative accounting guidance, the deferred amounts and any dividends earned received equity treatment and were included in additional paid-in capital. In connection with our spin-off and the assumption of the DCP obligation by the Company, the DCP was modified to give the participants various investment options, including Ashford Inc. common stock, for measurement that can be changed by the participant at any time. These modifications resulted in the DCP obligation being recorded as a liability in accordance with the applicable authoritative accounting guidance. Distributions under the DCP are made in cash, unless the participant has elected Ashford Inc. common stock as the investment option, in which case any such distributions would be made in Ashford Inc. common stock. Additionally, the DCP obligation is carried at fair value with changes in fair value reflected in “salaries and benefits” in our condensed consolidated statements of operations and comprehensive income (loss).

31
Table of Contents
ASHFORD INC. AND SUBSIDIARIES
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,
 
2018
 
2017
 
2018
 
2017
Change in fair value
 
 
 
 
 
 
 
Unrealized gain (loss)
$
(2,274
)
 
$
(2,006
)
 
$
3,540

 
$
(3,673
)
 
 
 
 
 
 
 
 
Distributions
 
 
 
 
 
 
 
Fair value (1)
$
63

 
$
39

 
$
197

 
$
152

Shares (1)
1

 
1

 
3

 
2

________
(1) Distributions made to one participant.
As of September 30, 2018 and December 31, 2017 the carrying value of the DCP liability was $15.5 million and $19.3 million, respectively.
14. Related Party Transactions
As an asset manager providing advisory services to Ashford Trust and Braemar, as well as holding an ownership interest in other businesses providing products and services to the hospitality industry, including Ashford Trust and Braemar, related party transactions are inherent in our business. Details of our related party transactions are presented below.
We are a party to an amended and restated advisory agreement, as amended, with Ashford Trust OP. The base fee was paid quarterly based on a declining sliding scale percentage of Ashford Trust’s total market capitalization plus, prior to June 26, 2018, the Key Money Asset Management Fee (defined in our amended and restated advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.70%), subject to a minimum quarterly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Total market capitalization includes the aggregate principal amount of its consolidated indebtedness (including its proportionate share of debt of any entity that is not consolidated but excluding its joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale are between 0.50% and 0.70% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion. Upon effectiveness of the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement on June 29, 2018, the base fee is paid monthly as a percentage of Ashford Trust’s total market capitalization on a declining sliding scale plus the Net Asset Fee Adjustment, as defined in the respective advisory agreement, subject to a minimum monthly base fee. At September 30, 2018, the quarterly base fee was 0.70% per annum. Reimbursement for overhead, internal audit, risk management advisory services and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly to Ashford Trust based on a pro rata allocation as determined by the ratio of Ashford Trust’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Braemar. We also record advisory revenue for equity grants of Ashford Trust common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as an offsetting expense in an equal amount included in “salaries and benefits.” We are also entitled to an incentive advisory fee that is measured annually in each year that Ashford Trust’s annual total stockholder return exceeds the average annual total stockholder return for Ashford Trust’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. In addition to our advisory agreement with Ashford Trust OP, Premier, our consolidated subsidiary, has a master project management agreement with Ashford Trust OP to provide comprehensive and cost-effective design, development, and project management services.



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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 OP (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
REVENUE BY TYPE
 
 
 
 
 
 
 
Advisory services revenue
 
 
 
 
 
 
 
Base advisory fee
$
9,145

 
$
8,568

 
$
26,611

 
$
26,020

Reimbursable expenses (1)
2,119

 
1,673

 
5,645

 
5,902

Equity-based compensation (2)
4,855

 
4,392

 
20,540

 
7,748

Incentive advisory fee (3)
452

 
452

 
1,356

 
1,356

Total advisory services revenue
16,571

 
15,085

 
54,152

 
41,026

 
 
 
 
 
 
 
 
Audio visual revenue (4)
—

 
—

 
88

 
—

Project management revenue (5)
2,491

 
—

 
2,491

 
—

 
 
 
 
 
 
 
 
Other revenue
 
 
 
 
 
 
 
Investment management reimbursements (6)
339

 
522

 
850

 
1,482

Debt placement fees (7)
350

 
—

 
4,942

 
—

Claim management services (8)
17

 
—

 
53

 
—

Lease revenue (9)
168

 
168

 
503

 
391

Other services (10)
454

 
479

 
1,141

 
705

Total other revenue
1,328

 
1,169

 
7,489

 
2,578

 
 
 
 
 
 
 
 
Total revenue
$
20,390

 
$
16,254

 
$
64,220

 
$
43,604

 
 
 
 
 
 
 
 
REVENUE BY SEGMENT (11)
 
 
 
 
 
 
 
REIT advisory
$
17,445

 
$
15,775

 
$
60,500

 
$
42,899

Premier
2,491

 
—

 
2,491

 
—

J&S
—

 
—

 
88

 
—

OpenKey
16

 
33

 
63

 
53

Corporate and other
438

 
446

 
1,078

 
652

Total revenue
$
20,390

 
$
16,254

 
$
64,220

 
$
43,604

 
 
 
 
 
 
 
 
COST OF REVENUES
 
 
 
 
 
 
 
Cost of audio visual revenues (4)
$
1,021

 
$
—

 
$
2,211

 
$
—

________
(1) 
Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and nine months ended September 30, 2018, we recognized $784,000 and $1.4 million, respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and nine months ended September 30, 2017, we recognized $202,000 and $1.5 million, respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software, as mentioned in note 2, in the amount of $0 and $1.1 million, respectively.
(2) 
Equity-based compensation revenue is associated with equity grants of Ashford Trust’s common stock and LTIP units awarded to officers and employees of Ashford Inc. For the nine months ended September 30, 2018, equity-based compensation revenue from Ashford Trust included $4.5 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the death of an executive in March 2018.

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


(3) 
Incentive advisory fee for the three and nine months ended September 30, 2018, includes the pro-rata portion of the third year installment of the 2016 incentive advisory fee, which is due in January 2019, and for the three and nine months ended September 30, 2017, includes the pro-rata portion of the second year installment of the 2016 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Ashford Trust advisory agreement. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2015 measurement periods. See note 3.
(4) 
J&S primarily contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 2 for discussion of the audio visual revenue recognition policy.
(5) 
Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy.
(6) 
Investment management reimbursements include AIM’s management of Ashford Trust’s excess cash under the Investment Management Agreement. AIM is not compensated for its services but is reimbursed for all costs and expenses.  
(7) 
Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary.  
(8) 
Claims management services include revenues earned from providing insurance claim assessment and administration services.
(9) 
In connection with our key money transaction with Ashford Trust, we lease FF&E to Ashford Trust rent-free. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made.
(10) 
Other services revenue is associated with other hotel services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Rooms, respectively.
(11) 
See note 16 for discussion of segment reporting.
At September 30, 2018 and December 31, 2017, we had a net receivable of $4.9 million and $13.3 million, respectively, due from Ashford Trust OP associated primarily with the revenues discussed above.
The following table summarizes amounts due (to) from Ashford Trust OP related to each of our consolidated entities (in thousands):
 
September 30, 2018
 
December 31, 2017
Ashford LLC
$
17

 
$
—

AIM
140

 
347

Premier
1,410

 
—

J&S
1,549

 
62

Pure Rooms
218

 
302

OpenKey
15

 
25

On June 26, 2018, the Company entered into the 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 ERFP Agreement on behalf of the Company and Ashford Trust, respectively. Under the ERFP Agreement, the Company agreed to provide $50 million to Ashford Trust in connection with Ashford Trust’s acquisition of additional hotels with the option to increase the funding commitment to up to $100 million upon mutual agreement by the parties. Under the ERFP Agreement, the Company is obligated to provide Ashford Trust 10% of the acquired hotel’s purchase price in exchange for FF&E, which is subsequently leased to Ashford Trust rent-free. In connection with Ashford Trust’s acquisition of the Hilton Old Town Alexandria on June 29, 2018, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $11.1 million of FF&E at Ashford Trust properties. As of September 30, 2018, the Company has provided $390,000 of FF&E under the ERFP Agreement. As a result, the Company’s ERFP obligation of $10.7 million is reflected in our condensed consolidated balance sheet as “other assets” and “other liabilities” as of September 30, 2018. Under the ERFP agreement, Ashford Trust has two years from the acquisition date of a hotel property to identify the FF&E to be purchased by Ashford Inc. The Company

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


recognizes the related depreciation tax deduction at the time such FF&E is placed into service at Ashford Trust properties. However, the timing of the FF&E being placed into service is subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. See note 9.
We are also a party to an amended and restated advisory agreement with Braemar OP. Braemar is required to pay a monthly base fee that is 1/12th of 0.70% of Braemar’s total market capitalization plus the Key Money Asset Management Fee (defined in the advisory agreement as the aggregate gross asset value of all key money assets multiplied by 1/12th of 0.70%), subject to a minimum monthly base fee, as payment for managing its day-to-day operations in accordance with its investment guidelines. Total market capitalization includes the aggregate principal amount of Braemar’s consolidated indebtedness (including its proportionate share of debt of any entity that is not consolidated but excluding its joint venture partners’ proportionate share of consolidated debt). Reimbursement for overhead, internal audit, risk management advisory and asset management services, including compensation, benefits and travel expense reimbursements, are billed monthly to Braemar based on a pro rata allocation as determined by the ratio of Braemar’s net investment in hotel properties in relation to the total net investment in hotel properties for both Ashford Trust and Braemar. We also record advisory revenue for equity grants of Braemar common stock and LTIP units awarded to our officers and employees in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period, as well as an offsetting expense in an equal amount included in “salaries and benefits.” We are also entitled to an incentive advisory fee that is measured annually in each year that Braemar’s annual total stockholder return exceeds the average annual total stockholder return for Braemar’s peer group, subject to the FCCR Condition, as defined in the advisory agreement. In addition to our advisory agreement with Braemar OP, Premier, our consolidated subsidiary, has a master project management agreement with Braemar OP to provide comprehensive and cost-effective design, development, and project management services.


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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


The following table summarizes the revenues related to Braemar OP (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
REVENUE BY TYPE
 
 
 
 
 
 
 
Advisory services revenue
 
 
 
 
 
 
 
Base advisory fee
$
2,510

 
$
2,300

 
$
6,929

 
$
6,579

Reimbursable expenses (1)
488

 
470

 
1,407

 
1,552

Equity-based compensation (2)
1,315

 
(949
)
 
5,240

 
(2,299
)
Incentive advisory fee (3)
—

 
319

 
—

 
956

Other advisory revenue (4)
132

 
132

 
390

 
146

Total advisory services revenue
4,445

 
2,272

 
13,966

 
6,934

 
 
 
 
 
 
 
 
Project management revenue (5)
1,125


—


1,125


—

 
 
 
 
 
 
 
 
Other revenue
 
 
 
 
 
 
 
Debt placement fees (6)
—

 
225

 
999

 
225

Claims management services (7)
31

 
—

 
100

 
—

Lease revenue (8)
83

 
83

 
251

 
251

Other services (9)
206

 
26

 
625

 
26

Total other revenue
320

 
334

 
1,975

 
502

 
 
 
 
 
 
 
 
Total revenue
$
5,890

 
$
2,606

 
$
17,066

 
$
7,436

 
 
 
 
 
 
 
 
REVENUE BY SEGMENT (10)
 
 
 
 
 
 
 
REIT advisory
$
4,559

 
$
2,580

 
$
15,316

 
$
7,410

Premier
1,125

 
—

 
1,125

 
—

J&S (11)
—

 
—

 
—

 
—

OpenKey
6

 
11

 
22

 
11

Corporate and other
200

 
15

 
603

 
15

Total revenue
$
5,890

 
$
2,606

 
$
17,066

 
$
7,436

________
(1) 
Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three and nine months ended September 30, 2018, we recognized $58,000 and $102,000, respectively, of deferred income from reimbursable expenses related to software implementation costs. During the three and nine months ended September 30, 2017, we recognized $15,000 and $110,000, respectively, of deferred income from reimbursable expenses related to software implementation costs, which was partially offset by the impairment of the related capitalized software, as mentioned in note 2, in the amount of $0 and $1.1 million, respectively.
(2) 
Equity-based compensation revenue is associated with equity grants of Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. For the nine months ended September 30, 2018, equity-based compensation revenue from Braemar included $2.2 million of expense related to accelerated vesting, in accordance with the terms of the awards, as a result of the death of an executive in March 2018.
(3) 
No incentive fee was recorded for the three and nine months ended September 30, 2018, because Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods. For the three and nine months ended September 30, 2017, incentive advisory fee includes the pro-rata portion of the third year installment of the 2015 incentive advisory fee, which was paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. See note 3.

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


(4) 
In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10-year initial term.
(5) 
Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy.
(6) 
Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary.
(7) 
Claims management services include revenues earned from providing insurance claim assessment and administration services.
(8) 
In connection with our key money transaction with Braemar, we lease FF&E to Braemar rent-free. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made.  
(9) 
Other services revenue is associated with other hotel services, such as mobile key applications, hypoallergenic premium rooms and watersports activities & travel/transportation services, provided to Braemar by our consolidated subsidiaries, OpenKey, Pure Rooms and RED, respectively.
(10) 
See note 16 for discussion of segment reporting.
(11) 
J&S primarily contracts directly with customers to whom it provides audio visual services. J&S recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. For the three and nine months ended September 30, 2018 and 2017, J&S had no cost of revenues for audio visual associated with Braemar.  
At September 30, 2018 and December 31, 2017, we had receivables of $1.1 million and $1.7 million, respectively, from Braemar OP associated with the revenues discussed above. See note 2 for details regarding receivables held by our consolidated subsidiaries, due from our affiliates.
The following table summarizes amounts due from Braemar OP related to each of our consolidated entities (in thousands):
 
September 30, 2018
 
December 31, 2017
Ashford LLC
$
30

 
$
—

Premier
709

 
—

Pure Rooms
—

 
50

OpenKey
—

 
6

RED
4

 
—

Ashford Trust and Braemar have management agreements with Remington Holdings L.P. and its subsidiaries (“Remington”), which is beneficially owned by our Chairman and Chief Executive Officer and Ashford Trust’s Chairman Emeritus. Transactions related to these agreements are included in the accompanying consolidated financial statements. Under the agreements, we pay Remington Lodging general and administrative expense reimbursements, approved by the independent directors of Ashford Trust and Braemar, including rent, payroll, office supplies, travel and accounting. These charges are allocated based on various methodologies, including headcount and actual amounts incurred, which are then rebilled to Ashford Trust and Braemar. These reimbursements are included in general and administrative expenses on the condensed consolidated statements of operations. The charges totaled $2.7 million and $5.2 million, for the three and nine months ended September 30, 2018, respectively, and $1.2 million and $3.7 million, for the three and nine months ended September 30, 2017, respectively. The amounts due under these arrangements as of September 30, 2018 and December 31, 2017, are included in “due to affiliates” on our condensed consolidated balance sheets.
Ashford Trust held a 16.30% and 16.23% and Braemar held an 8.21% and 0% noncontrolling interest in OpenKey as of September 30, 2018 and December 31, 2017, respectively. During the three and nine months ended September 30, 2018, Ashford Trust invested $0 and $667,000, respectively, and Braemar invested $0 and $2.0 million, respectively in OpenKey. During the three and nine months ended September 30, 2017, Ashford Trust invested $333,000 and $983,000, respectively, in OpenKey. Braemar held no investments in OpenKey during the three and nine months ended September 30, 2017. See also notes 1, 2, 10, and 11.

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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


 An officer of J&S owns the J&S headquarters property including the adjoining warehouse space. J&S leases this property for $300,000 per year, with escalating lease payments based on the Consumer Price Index. Rental expense for the three and nine months ended September 30, 2018, was $84,000, and $252,000, respectively. We did not incur rental expense related to this lease for the three and nine months ended September 30, 2017.
15. 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,
 
2018
 
2017
 
2018
 
2017
Net income (loss) attributable to common stockholders – basic and diluted:
 
 
 
 
 
 
 
Net income (loss) attributable to the Company
$
3,387

 
$
(1,856
)
 
$
6,624

 
$
(10,950
)
Less: Dividends on preferred stock and amortization
(1,978
)
 
—

 
(1,978
)
 
—

Less: Net income (loss) allocated to unvested shares
(6
)
 
—

 
(20
)
 
—

Undistributed net income (loss) allocated to common stockholders
1,403

 
(1,856
)
 
4,626

 
(10,950
)
Distributed and undistributed net income (loss) - basic
$
1,403

 
$
(1,856
)
 
$
4,626

 
$
(10,950
)
Effect of deferred compensation plan
—

 
—

 
(3,540
)
 
—

Effect of contingently issuable shares
(971
)
 
(296
)
 
(826
)
 
(991
)
Distributed and undistributed net income (loss) - diluted
$
432

 
$
(2,152
)
 
$
260

 
$
(11,941
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Weighted average common shares outstanding – basic
2,109

 
2,022

 
2,100

 
2,019

Effect of deferred compensation plan shares
—

 
—

 
69

 
—

Effect of contingently issuable shares
50

 
32

 
57

 
33

Effect of assumed exercise of stock options
178

 
—

 
191

 
—

Weighted average common shares outstanding – diluted
2,337

 
2,054

 
2,417

 
2,052

 
 
 
 
 
 
 
 
Income (loss) per share – basic:
 
 
 
 
 
 
 
Net income (loss) allocated to common stockholders per share
$
0.67

 
$
(0.92
)
 
$
2.20

 
$
(5.42
)
Income (loss) per share – diluted:
 
 
 
 
 
 
 
Net income (loss) allocated to common stockholders per share
$
0.18

 
$
(1.05
)
 
$
0.11

 
$
(5.82
)

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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,
 
2018
 
2017
 
2018
 
2017
Net income (loss) allocated to common stockholders is not adjusted for:
 
 
 
 
 
 
 
Net income (loss) attributable to unvested restricted shares
$
6

 
$
—

 
$
20

 
$
—

Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings
3

 
4

 
9

 
4

Dividends on preferred stock and amortization
1,978

 
—

 
1,978

 
—

Total
$
1,987

 
$
4

 
$
2,007

 
$
4

Weighted average diluted shares are not adjusted for:
 
 
 
 
 
 
 
Effect of unvested restricted shares
9

 
—

 
9

 
—

Effect of assumed conversion of Ashford Holdings units
4

 
4

 
4

 
4

Effect of assumed conversion of preferred stock
851

 
—

 
284

 
—

Total
864

 
4

 
297

 
4


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ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


16. Segment Reporting
We have two business segments: (i) REIT Advisory, which provides asset management and advisory services to other entities, and (ii) Hospitality Products and Services (“HPS”), which provides products and services to clients primarily in the hospitality industry. HPS includes (a) Premier, which provides comprehensive and cost-effective design, development, and project management services, (b) J&S, which provides event technology and creative communications solutions services, (c) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms, (d) Pure Rooms, which provides hypoallergenic premium rooms in the hospitality industry, and (e) RED, a premier provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. Premier, OpenKey, Pure Rooms and RED operating segments do not individually meet the accounting criteria for separate disclosure as reportable segments. However, we have elected to disclose Premier and OpenKey as reportable segments. Accordingly, we have four reportable segments: REIT Advisory, Premier, J&S and OpenKey. We combine the operating results of Pure Rooms and RED into an “all other” category, which we refer to as “Corporate and Other.” See footnote 3 for details of our segments’ material revenue generating activities. As of September 30, 2018, there were no material intercompany revenues or expenses between our operating segments.
Our chief operating decision maker (“CODM”) uses multiple measures of segment profitability for assessing performance of our business. Our reported measure of segment profitability is net income, although the CODM also focuses on adjusted EBITDA and adjusted net income, which exclude certain gains, losses and charges, to assess performance and allocate resources. Our CODM currently reviews assets at the corporate (consolidated) level and does not currently review segment assets to make key decisions on resource allocations.
Certain information concerning our segments for the three and six months ended September 30, 2018, and 2017 is 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, 2018
 
Three Months Ended September 30, 2017
 
REIT Advisory
 
Premier
 
J&S
 
OpenKey
 
Corporate and Other
 
Ashford Inc. Consolidated
 
REIT Advisory
 
Premier
 
J&S
 
OpenKey
 
Corporate and Other
 
Ashford Inc. Consolidated
REVENUE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory services
$
21,016

 
$
—

 
$
—

 
$
—

 
$
—

 
$
21,016

 
$
17,357

 
$
—

 
$
—

 
$
—

 
$
—

 
$
17,357

Audio visual
—

 
—

 
14,526

 
—

 
—

 
14,526

 
—

 
—

 
—

 
—

 
—

 
—

Project Management
—

 
3,616

 
—

 
—

 
—

 
3,616

 
—

 
—

 
—

 
—

 
—

 
—

Other
990

 
—

 
—

 
301

 
1,116

 
2,407

 
998

 
—

 
—

 
72

 
828

 
1,898

Total revenue
22,006

 
3,616

 
14,526

 
301

 
1,116

 
41,565

 
18,355

 
—

 
—

 
72

 
828

 
19,255

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
808

 
1,618

 
587

 
7

 
(48
)
 
2,972

 
185

 
—

 
—

 
6

 
390

 
581

Other operating expenses (1)
8,777

 
1,923

 
18,087

 
1,271

 
20,039

 
50,097

 
5,586

 
—

 
—

 
774

 
14,654

 
21,014

Total expenses
9,585

 
3,541

 
18,674

 
1,278

 
19,991

 
53,069

 
5,771

 
—

 
—

 
780

 
15,044

 
21,595

OPERATING INCOME (LOSS)
12,421

 
75

 
(4,148
)
 
(977
)
 
(18,875
)
 
(11,504
)
 
12,584

 
—

 
—

 
(708
)
 
(14,216
)
 
(2,340
)
Interest expense
(82
)
 
—

 
(181
)
 
—

 
(26
)
 
(289
)
 
—

 
—

 
—

 
—

 
(5
)
 
(5
)
Amortization of loan costs
(105
)
 
—

 
(12
)
 
(7
)
 
(6
)
 
(130
)
 
—

 
—

 
—

 
(11
)
 
(4
)
 
(15
)
Interest income
—

 
—

 
—

 
—

 
103

 
103

 
—

 
—

 
—

 
—

 
82

 
82

Other income (expense)
141

 
—

 
(38
)
 
3

 
(184
)
 
(78
)
 
—

 
—

 
—

 
(4
)
 
(1
)
 
(5
)
INCOME (LOSS) BEFORE INCOME TAXES
12,375

 
75

 
(4,379
)
 
(981
)
 
(18,988
)
 
(11,898
)
 
12,584

 
—

 
—

 
(723
)
 
(14,144
)
 
(2,283
)
Income tax (expense) benefit
(2,775
)
 
(7
)
 
909

 
—

 
15,777

 
13,904

 
(4,543
)
 
—

 
—

 
—

 
4,568

 
25

NET INCOME (LOSS)
$
9,600

 
$
68

 
$
(3,470
)
 
$
(981
)
 
$
(3,211
)
 
$
2,006

 
$
8,041

 
$
—

 
$
—

 
$
(723
)
 
$
(9,576
)
 
$
(2,258
)
________
(1) 
Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory represent expenses for which there is generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses.

40
Table of Contents
ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


 
Nine Months Ended September 30, 2018
 
Nine Months Ended September 30, 2017
 
REIT Advisory
 
Premier
 
J&S
 
OpenKey
 
Corporate and Other
 
Ashford Inc. Consolidated
 
REIT Advisory
 
Premier
 
J&S
 
OpenKey
 
Corporate and Other
 
Ashford Inc. Consolidated
REVENUE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory services
$
68,118

 
$
—

 
$
—

 
$
—

 
$
—

 
$
68,118

 
$
47,960

 
$
—

 
$
—

 
$
—

 
$
—

 
$
47,960

Audio visual
—

 
—

 
61,212

 
—

 
—

 
61,212

 
—

 
—

 
—

 
—

 
—

 
—

Project management
—

 
3,616

 
—

 
—

 
—

 
3,616

 
—

 
—

 
—

 
—

 
—

 
—

Other
7,698

 
—

 
—

 
773

 
3,127

 
11,598

 
2,349

 
—

 
—

 
140

 
1,458

 
3,947

Total revenue
75,816

 
3,616

 
61,212

 
773

 
3,127

 
144,544

 
50,309

 
—

 
—

 
140

 
1,458

 
51,907

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization
1,567

 
1,618

 
1,530

 
20

 
470

 
5,205

 
438

 
—

 
—

 
17

 
1,181

 
1,636

Impairment
1,863

 
—

 
—

 
—

 
56

 
1,919

 
1,041

 
—

 
—

 
—

 
31

 
1,072

Other operating expenses (1)
32,832

 
1,923

 
58,598

 
3,345

 
46,392

 
143,090

 
12,903

 
—

 
—

 
2,448

 
36,906

 
52,257

Total operating expenses
36,262

 
3,541

 
60,128

 
3,365

 
46,918

 
150,214

 
14,382

 
—

 
—

 
2,465

 
38,118

 
54,965

OPERATING INCOME (LOSS)
39,554

 
75

 
1,084

 
(2,592
)
 
(43,791
)
 
(5,670
)
 
35,927

 
—

 
—

 
(2,325
)
 
(36,660
)
 
(3,058
)
Interest expense
(82
)
 
—

 
(464
)
 
—

 
(47
)
 
(593
)
 
—

 
—

 
—

 
—

 
(10
)
 
(10
)
Amortization of loan costs
(105
)
 
—

 
(35
)
 
(20
)
 
(17
)
 
(177
)
 
—

 
—

 
—

 
(15
)
 
(10
)
 
(25
)
Interest income
—

 
—

 
—

 
—

 
288

 
288

 
—

 
—

 
—

 
—

 
153

 
153

Other income (expense)
187

 
—

 
(353
)
 
2

 
(174
)
 
(338
)
 
(309
)
 
—

 
—

 
(12
)
 
297

 
(24
)
INCOME (LOSS) BEFORE INCOME TAXES
39,554

 
75

 
232

 
(2,610
)
 
(43,741
)
 
(6,490
)
 
35,618

 
—

 
—

 
(2,352
)
 
(36,230
)
 
(2,964
)
Income tax (expense) benefit
(8,041
)
 
(7
)
 
(339
)
 
—

 
19,980

 
11,593

 
(12,895
)
 
—

 
—

 
—

 
3,647

 
(9,248
)
NET INCOME (LOSS)
$
31,513

 
$
68

 
$
(107
)
 
$
(2,610
)
 
$
(23,761
)
 
$
5,103

 
$
22,723

 
$
—

 
$
—

 
$
(2,352
)
 
$
(32,583
)
 
$
(12,212
)
________
(1) 
Other operating expenses includes salaries and benefits, cost of revenues for audio visual, costs of revenues for project management and general and administrative expenses. Other operating expenses of REIT Advisory represent expenses for which there is generally a direct offsetting amount included in revenues, including REIT equity-based compensation expense and reimbursable expenses.


41
Table of Contents
ASHFORD INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


17. Subsequent Events
On October 10, 2018, we sold an additional 10,000 shares of common stock to underwriters in connection with the underwriters’ partial exercise of their over-allotment option that had been granted to them in connection with our public offering on September 28, 2018. The net proceeds from the sale of the over-allotment shares after discounts and commissions to the underwriters were approximately $700,000.
On October 31, 2018, Ashford Trust acquired the La Posada de Santa Fe (“La Posada”) in Santa Fe, New Mexico, for a purchase price of $50 million. Under the ERFP Agreement, the Company is obligated to provide Ashford Trust 10% of the acquired hotel’s purchase price in the form of FF&E acquired by the Company, which is subsequently leased to Ashford Trust rent-free. In connection with Ashford Trust’s acquisition of La Posada, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $5.0 million in exchange for FF&E at Ashford Trust properties.

42


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, the references to “we,” “us,” “our,” and the “Company” refer to Ashford Inc., a Maryland corporation and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Advisors LLC, a Delaware limited liability company, which we refer to as “Ashford LLC” or “our operating company” and Ashford Hospitality Holdings LLC, a Delaware limited liability company, which we refer to as “Ashford Holdings.” “Braemar” refers to Braemar Hotels & Resorts Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Braemar Hospitality Limited Partnership, a Delaware limited partnership, which we refer to as “Braemar OP.” “Ashford Trust” or “AHT” refers to Ashford Hospitality Trust, Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Limited Partnership, a Delaware limited partnership and Ashford Trust’s operating partnership, which we refer to as “Ashford Trust OP.” “Remington Lodging” refers to Remington Lodging & Hospitality, LLC, a Delaware limited liability company, and, as the context may require, its consolidated subsidiaries, a property management company owned by Mr. Monty J. Bennett, our chief executive officer and chairman, and his father, Mr. Archie Bennett, Jr., chairman emeritus of Ashford Trust.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” or other similar words or expressions. Additionally, statements regarding the following subjects are forward-looking by their nature: 
•
our business and investment strategy and dividend rates;
•
our projected operating results;
•
our ability to obtain future financing arrangements;
•
our understanding of our competition;
•
market trends;
•
the future success of recent acquisitions, including the project management business formerly conducted by certain affiliates of Remington, and new business initiatives, including the ERFP with Ashford Trust;
•
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 under “Risk Factors- Risks Related to the Transaction” in our definitive proxy statement dated and filed with the SEC on July 12, 2018, and the information in our Annual Report on Form 10-K for the year ended December 31, 2017 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2018, including under the sections captioned “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations;”
•
general volatility of the capital markets, the general economy or the hospitality industry, whether the result of market events or otherwise, and the market price of our common stock;
•
availability, terms and deployment of capital;
•
changes in our industry and the market in which we operate, interest rates or the general economy;
•
the degree and nature of our competition;
•
actual and potential conflicts of interest with or between Remington Lodging, Braemar and Ashford Trust, our executive officers and our non-independent directors;
•
availability of qualified personnel;
•
changes in governmental regulations, accounting rules, tax rates and similar matters;
•
legislative and regulatory changes;

43


•
the possibility that we may not realize any or all of the anticipated benefits from transactions to acquire businesses, including the acquisition of Premier, and from new business initiatives, including the ERFP with Ashford Trust;
•
disruptions relating to the acquisition or integration of Premier or any other business we invest in or acquire, which may harm relationships with customers, employees and regulators; and
•
unexpected costs relating to the acquisition or integration of Premier or any other business we invest in or acquire.
When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements under “Item 1A. Risk Factors” of our Annual Report, the risk factors set forth under “Risk Factors- Risks related to the Transactions” in our Definitive Proxy Statement dated and filed with the SEC on July 12, 2018, the risk factors set forth under “Risk Factors” in our S-3 dated and filed with the SEC on October 5, 2018 and the discussion in this Management’s Discussion and Analysis of Financial Conditions and Results of Operations, and elsewhere which could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Form 10-Q. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Form 10-Q to conform these statements to actual results and performance, except as may be required by applicable law.
Overview
Ashford Inc. is a Maryland corporation formed on April 2, 2014, that provides asset management services, advisory services and other products and services primarily to clients in the hospitality industry. We became a public company on November 12, 2014, when Ashford Trust completed the spin-off of the Company through the distribution of approximately 70% of our outstanding common stock to Ashford Trust stockholders and unitholders in Ashford Trust’s operating partnership, collectively. Our common stock is listed on the NYSE American. As of November 6, 2018, Ashford Trust beneficially owned approximately 598,000 shares of our common stock, representing approximately 25.0% of our company. Braemar holds approximately 195,000 shares, which represents an approximate 8.2% ownership interest in Ashford Inc.
Our principal business objective is to provide asset management services, advisory services and other products and services to other entities. We seek to grow in three primary areas: (i) expanding our existing platforms accretively and accelerating performance to earn incentive fees; (ii) creating new platforms for additional base and incentive fees; and (iii) investing in or incubating strategic businesses that may achieve accelerated growth by providing their products and services to our existing platforms and third parties and by leveraging our deep knowledge and extensive relationships within the hospitality sector. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar, in each case subject to the supervision and oversight of the respective board of directors of such entity. We provide the personnel and services that we believe are necessary to assist each of Ashford Trust and Braemar in conducting its respective business. 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.
For the trailing twelve months ended September 30, 2018, the total incremental expenses incurred (including all reimbursable expenses), as reasonably determined, in connection with providing services to Braemar under the Fifth Amended and Restated Advisory Agreement was $9.5 million.
Recent Developments
On January 2, 2018, the Company granted 8,962 shares of restricted common stock to the OpenKey redeemable noncontrolling interest holder in connection with the purchase of 519,647 shares of the outstanding membership interests in OpenKey, Inc. The restricted common stock was granted pursuant to the exemption from the registration requirements under Section 4(a)(2) of the Securities Act and are subject to a three year vesting cliff from the grant date.
On March 12, 2018, the Board of Directors of Ashford Inc. appointed Mr. J. Robison Hays, III, as Co-President and Chief Strategy Officer of the Company, appointed Mr. Jeremy J. Welter as Co-President and Chief Operating Officer of the Company, and appointed David A. Brooks as Chief Transactions Officer, General Counsel and Secretary of the Company, effective March 12, 2018. Also on March 12, 2018, Mr. Douglas A. Kessler ceased to serve as the Company’s President and was appointed to serve as Senior Managing Director of the Company, and Mr. David A. Brooks ceased to serve as the Company’s Chief Operating Officer. On April 2, 2018, Ashford Inc. announced the death of long-time executive David A. Brooks, who served in multiple leadership roles with the Company since 2003.
On March 21, 2018, Ashford Inc. entered into the First Amendment (the “Amendment”) to the Credit Agreement dated March 1, 2018 (the “Credit Facility”), with Ashford Hospitality Holdings LLC, a subsidiary of Ashford Inc., Bank of America,

44


N.A., as administrative agent and letters of credit issuer, and the lenders from time to time party thereto. The Amendment is effective as of March 1, 2018, which is the date the Credit Facility became effective. Pursuant to the Amendment, the financial covenant of consolidated tangible net worth was replaced with the consolidated net worth, and Ashford Inc. is required to maintain consolidated net worth not less than 75% of the consolidated net worth as of December 31, 2017, plus 75% of the net equity proceeds of any future equity issuances by Ashford Inc.
On April 4, 2018, the Board of Directors of Ashford Inc. approved the updated form of Amended and Restated Indemnification Agreement to be entered into by the Company and each of its directors and officers.
On April 6, 2018, Ashford Inc. signed a definitive agreement to acquire the project management business of Remington.
On April 23, 2018, in connection with the name change by Braemar, the Company entered into the Fifth Amended and Restated Advisory Agreement with Braemar (the “Fifth Amended and Restated Advisory Agreement”). The Fifth Amended and Restated Advisory Agreement amends the prior amended and restated advisory agreement only to reflect the name change and does not amend or otherwise alter the rights of any of the parties thereto.
On June 1, 2018, the board of directors of the Company appointed Mr. Robert G. Haiman as Executive Vice President, General Counsel and Secretary of the Company, effective June 1, 2018.
On June 25, 2018, Ashford Inc. announced that it was added as a member of the U.S. small-cap Russell 2000® Index and the U.S. broad-market Russell 3000® Index at the conclusion of the Russell indexes annual reconstitution, effective after the market closed on June 22, 2018.
On June 26, 2018, the Company entered into the 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 ERFP Agreement on behalf of the Company and Ashford Trust, respectively. Under the ERFP Agreement, the Company agreed to provide $50 million to Ashford Trust in connection with Ashford Trust’s acquisition of additional hotels with the option to increase the funding commitment to up to $100 million upon mutual agreement by the parties. Under the ERFP Agreement, the Company is obligated to provide Ashford Trust 10% of the acquired hotel’s purchase price in exchange for FF&E, which is subsequently leased to Ashford Trust rent-free. In connection with Ashford Trust’s acquisition of the Hilton Old Town Alexandria on June 29, 2018, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $11.1 million of FF&E at Ashford Trust properties. As of September 30, 2018, the Company has provided $390,000 of FF&E under the ERFP Agreement. As a result, the Company’s ERFP obligation of $10.7 million is reflected in our condensed consolidated balance sheet as “other assets” and “other liabilities” as of September 30, 2018. Under the ERFP agreement, Ashford Trust has two years from the acquisition date of a hotel property to identify the FF&E to be purchased by Ashford Inc. The Company recognizes the related depreciation tax deduction at the time such FF&E is placed into service at Ashford Trust properties. However, the timing of the FF&E being placed into service is subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. See note 9 and 14 to our condensed consolidated financial statements.
On August 7, 2018, at a Special Meeting of Stockholders, Ashford Inc. shareholders voted to approve certain matters related to Ashford Inc.’s acquisition of the project management business of Remington, including the issuance of 8,120,000 shares of newly created convertible preferred stock (“Series B Preferred Stock”).
On August 8, 2018, we completed the acquisition of Premier, the project management business formerly conducted by certain affiliates of Remington, including construction management, interior design, architectural oversight, and the purchasing, expediting, warehousing coordination, freight management, and supervision of installation of FF&E, and related services, for a total transaction value of $203 million. As a result, the project management services that were previously provided by Remington Lodging will now be provided by a subsidiary of Ashford Inc. under the respective project management agreement with each customer, including Ashford Trust and Braemar. The purchase price was paid by issuing 8,120,000 shares of the newly created Series B Preferred Stock to the Remington Sellers, primarily the Bennetts. The Series B Preferred Stock has a conversion price of $140 per share and would convert into 1,450,000 shares of our common stock. Dividends on the Series B Preferred Stock are payable at an annual rate of 5.5% in the first year, 6.0% in the second year, and 6.5% in the third year and each year thereafter. In addition to certain separate class voting rights, the holders of the Series B Preferred Stock vote on an as-converted basis with the holders of the common stock and the holders of any outstanding Series A Preferred Stock or Series C Preferred Stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the Remington Sellers and their transferees are subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of the Company’s outstanding capital stock. The holders of the Series B Preferred Stock have certain conversion rights upon certain events constituting a change of control of the Company. 

45


In connection with the acquisition, on August 8, 2018, Ashford Inc. and Computershare Trust Company, N.A., as Rights Agent entered into a new Rights Agreement. Pursuant to the Rights Agreement, each Right initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Preferred Stock of the Company at a price of $275 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment (each as defined under the Rights Agreement). The Amended and Restated Rights Agreement of Ashford Inc. in effect prior to the acquisition of Premier is no longer in effect.
In connection with the acquisition of Premier, we effected a holding company reorganization. The change in holding company organizational structure was effected by a merger, pursuant to which each issued and outstanding share of common stock, par value $0.01 per share, of our predecessor publicly-traded parent Old Ashford was converted into one share of common stock, par value $0.01 per share, of the Company having the same rights, powers and preferences and the same qualifications, limitations and restrictions as a share of common stock of Old Ashford. As a result of the foregoing, we became the successor issuer of Old Ashford under Rule 12g-3 of the Exchange Act. Our common stock continues to be listed on the NYSE American under the symbol ‘‘AINC.’’
On August 31, 2018, our RED operating subsidiary entered into a term loan of $1.8 million for which the creditor has recourse to Ashford Inc. The term loan bears interest at the Prime Rate plus 2.00% and matures on February 1, 2029.
On September 28, 2018, we completed a public offering of 270,000 shares of common stock at a price to the public of $74.50 per share, resulting in gross proceeds of $20.1 million. The net proceeds from the sale of the shares after discounts and commissions to the underwriters and offering expenses were approximately $18.1 million. We also sold an additional 10,000 shares of common stock to the underwriters on October 10, 2018, in connection with the underwriters’ partial exercise of their over-allotment option that had been granted to them in connection with the transaction. The net proceeds from the sale of the over-allotment shares after discounts and commissions to the underwriters were approximately $700,000.
On October 31, 2018, Ashford Trust acquired the La Posada de Santa Fe (“La Posada”) in Santa Fe, New Mexico, for a purchase price of $50 million. Under the ERFP Agreement, the Company is obligated to provide Ashford Trust 10% of the acquired hotel’s purchase price in the form of FF&E acquired by the Company, which is subsequently leased to Ashford Trust rent-free. In connection with Ashford Trust’s acquisition of La Posada, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $5.0 million in exchange for FF&E at Ashford Trust properties.
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.

46


RESULTS OF OPERATIONS
Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017
The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the three months ended September 30, 2018 and 2017 (in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
2018
 
2017
 
$ Change
 
% Change
REVENUE
 
 
 
 
 
 
 
Advisory services
$
21,016

 
$
17,357

 
$
3,659

 
21.1
 %
Audio visual
14,526

 
—

 
14,526

 


Project management
3,616

 
—

 
3,616

 


Other
2,407

 
1,898

 
509

 
26.8
 %
Total revenue
41,565

 
19,255

 
22,310

 
115.9
 %
EXPENSES
 
 
 

 
 

 


Salaries and benefits
21,851

 
16,750

 
(5,101
)
 
(30.5
)%
Cost of revenues for audio visual
14,392

 
—

 
(14,392
)
 


Cost of revenues for project management
1,189

 
—

 
(1,189
)
 


Depreciation and amortization
2,972

 
581

 
(2,391
)
 
(411.5
)%
General and administrative
12,231

 
3,897

 
(8,334
)
 
(213.9
)%
Impairment
—

 
—

 
—

 


Other
434

 
367

 
(67
)
 
(18.3
)%
Total expenses
53,069

 
21,595

 
(31,474
)
 
(145.7
)%
OPERATING INCOME (LOSS)
(11,504
)
 
(2,340
)
 
(9,164
)
 
(391.6
)%
Interest expense
(289
)
 
(5
)
 
(284
)
 
(5,680.0
)%
Amortization of loan costs
(130
)
 
(15
)
 
(115
)
 
(766.7
)%
Interest income
103

 
82

 
21

 
25.6
 %
Other income (expense)
(78
)
 
(5
)
 
(73
)
 
(1,460.0
)%
INCOME (LOSS) BEFORE INCOME TAXES
(11,898
)
 
(2,283
)
 
(9,615
)
 
(421.2
)%
Income tax (expense) benefit
13,904

 
25

 
13,879

 
55,516.0
 %
NET INCOME (LOSS)
2,006

 
(2,258
)
 
4,264

 
188.8
 %
(Income) loss from consolidated entities attributable to noncontrolling interests
413

 
102

 
311

 
304.9
 %
Net (income) loss attributable to redeemable noncontrolling interests
968

 
300

 
668

 
222.7
 %
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
$
3,387

 
$
(1,856
)
 
$
5,243

 
282.5
 %
Preferred dividends
(1,675
)
 
—

 
(1,675
)
 


Amortization of preferred stock discount
(303
)
 
—

 
(303
)
 


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
1,409

 
$
(1,856
)
 
$
3,265

 
175.9
 %
Net Income (Loss) Attributable to Common Stockholders. Net income attributable to common stockholders increased $3.3 million, or 175.9%, to $1.4 million for the three months ended September 30, 2018 (“the 2018 quarter”) compared to the three months ended September 30, 2017 (“the 2017 quarter”) as a result of the factors discussed below.

47


Total Revenue. Total revenue increased $22.3 million, or 115.9%, to $41.6 million for the 2018 quarter compared to the 2017 quarter due to the following (in thousands):
 
Three Months Ended September 30,
 
Favorable (Unfavorable)
 
2018
 
2017
 
$ Change
 
% Change
Advisory services revenue:
 
 
 
 
 
 
 
Base advisory fee (1)
$
11,655

 
$
10,868

 
$
787

 
7.2
 %
Incentive advisory fee (2)
452

 
771

 
(319
)
 
(41.4
)%
Reimbursable expenses (3)
2,607

 
2,143

 
464

 
21.7
 %
Non-cash stock/unit-based compensation (4)
6,170

 
3,443

 
2,727

 
79.2
 %
Other advisory revenue (5)
132

 
132

 
—

 
—
 %
Total advisory services revenue (11)
21,016

 
17,357

 
3,659

 
21.1
 %
 
 
 
 
 
 
 


Audio visual revenue (6)
14,526

 
—

 
14,526

 


 
 
 
 
 
 
 
 
Project management revenue (14)
3,616

 
—

 
3,616

 


 
 
 
 
 
 
 


Other revenue:
 
 
 
 
 
 


Investment management reimbursements (7) (11)
339

 
522

 
(183
)
 
(35.1
)%
Debt placement fees (8) (11)
350

 
225

 
125

 
55.6
 %
Claims management services (11) (12)
48

 
—

 
48

 


Lease revenue (9) (11)
251

 
251

 
—

 
—
 %
Other services (10)
1,419

 
900

 
519

 
57.7
 %
Total other revenue
2,407

 
1,898

 
509

 
26.8
 %
 
 
 
 
 


 


Total revenue
$
41,565

 
$
19,255

 
$
22,310

 
115.9
 %
 
 
 
 
 


 


REVENUE BY SEGMENT (13)
 
 
 
 


 


REIT advisory
$
22,006

 
$
18,355

 
$
3,651

 
19.9
 %
Premier
3,616

 
—

 
3,616

 


J&S
14,526

 
—

 
14,526

 


OpenKey
301

 
72

 
229

 
318.1
 %
Corporate and other
1,116

 
828

 
288

 
34.8
 %
Total revenue
$
41,565

 
$
19,255

 
$
22,310

 
115.9
 %
________
(1) 
The increase in base advisory fee is primarily due to higher revenue of $577,000 from Ashford Trust and higher revenue of $210,000 from Braemar.
(2) 
The decrease in incentive advisory fee is due to lower revenue of $319,000 from Braemar. The incentive advisory fee for the 2018 quarter includes the pro-rata portion of the third year installment of the Ashford Trust 2016 incentive advisory fee in the amount of $452,000 for which payment is due January 2019. The incentive advisory fee for the 2017 quarter includes the pro-rata portion of the second year installment of the Ashford Trust 2016 incentive advisory fee in the amount of $452,000, which was paid in January 2018, as well as the pro-rata portion of the third year installment of the Braemar 2015 incentive advisory fee in the amount of $318,000, which was also paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in our advisory agreements. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2015 measurement periods. Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods.
(3)  
The increase in reimbursable expenses revenue is due to higher revenue of $446,000 from Ashford Trust and higher revenue of $18,000 from Braemar. Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the three months ended September 30, 2017, we recognized deferred income from reimbursable

48


expenses related to software implementation costs from Ashford Trust and Braemar of $202,000 and $15,000, respectively. See note 14 to our condensed consolidated financial statements.
(4)  
The increase in non-cash stock/unit-based compensation revenue is due to higher revenue of $463,000 from Ashford Trust and higher revenue of $2.3 million from Braemar. Non-cash stock/unit-based compensation revenue is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. for which we recorded an offsetting expense in an equal amount included in “salaries and benefits.”
(5)  
Other advisory revenue relates to $132,000 from Braemar as 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 over the initial ten-year term of the agreement.
(6)  
The increase in audio visual revenue is due to our acquisition of J&S in November 2017.
(7)  
The decrease in investment management reimbursements is due to lower revenue of $183,000 from Ashford Trust. Investment management reimbursements include AIM’s management of Ashford Trust’s excess cash under the Investment Management Agreement executed in 2017. AIM is not compensated for its services but is reimbursed for all costs and expenses.
(8)  
The increase in debt placement fee revenue is due to higher revenue of $350,000 from Ashford Trust and lower revenue of $225,000 from Braemar. Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary.
(9)  
In connection with our key money transactions with our managed REITs, we lease FF&E to Ashford Trust and Braemar rent-free. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made.
(10)  
The increase in other services revenue is due to lower revenue of $25,000 from Ashford Trust, higher revenue of $180,000 from Braemar and higher revenue of $364,000 from third parties. Other services revenue relates to other hotel services provided by our consolidated subsidiaries, Pure Rooms, OpenKey and RED, to Ashford Trust, Braemar and other third parties.
(11)  
Indicates REIT advisory revenue.
(12)  
Claims management services include revenues earned from providing insurance claim assessment and administration services.
(13)  
See note 16 for discussion of segment reporting.
(14)  
The increase in project management revenue is due to our acquisition of Premier in August 2018.

49


Salaries and Benefits Expense. Salaries and benefits expense increased $5.1 million, or 30.5%, to $21.9 million for the 2018 quarter compared to the 2017 quarter. The change in salaries and benefits expense consisted of the following (in thousands):
 
Three Months Ended September 30,
 
 
 
2018
 
2017
 
$ Change
Cash salaries and benefits:
 
 
 
 
 
Salary expense
$
6,960

 
$
5,286

 
$
1,674

Bonus expense
2,959

 
3,467

 
(508
)
Benefits related expenses
1,474

 
649

 
825

Total cash salaries and benefits (1)
11,393

 
9,402

 
1,991

Non-cash equity-based compensation:
 
 
 
 
 
Stock option grants
1,951

 
1,899

 
52

Ashford Trust & Braemar equity grants (2)
6,233

 
3,443

 
2,790

Total non-cash equity-based compensation
8,184

 
5,342

 
2,842

Non-cash (gain) loss in deferred compensation plan (3)
2,274

 
2,006

 
268

Total salaries and benefits
$
21,851

 
$
16,750

 
$
5,101

________
(1) 
The change in cash salaries and benefits expense is primarily due to fluctuations in the number of employees, salary and bonus awards, group insurance costs, payroll taxes and employee participation in the benefits offered. The acquisition of J&S in November 2017 contributed $1.6 million to the increase over the 2017 quarter.
(2) 
Equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units are awarded to our officers and employees as part of our advisory agreements with each company, for which we record offsetting revenue in an equal amount. The increase is also driven by an increase in the fair value of equity grants. See notes 2 and 12 to our condensed consolidated financial statements.
(3) 
The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. Losses in the third quarter of 2018 and 2017 are primarily attributable to an increase in the fair value of the DCP obligation. See note 13 to our condensed consolidated financial statements.
Cost of Revenues for Audio Visual. Cost of revenues for audio visual was $14.4 million during the 2018 quarter compared to $0 for the 2017 quarter, due to costs associated with audio visual revenues from the acquisition of J&S which occurred in November 2017.
Cost of Revenues for Project Management. Cost of revenues for project management was $1.2 million during the 2018 quarter compared to $0 for the 2017 quarter, due to costs associated with project management revenues from the acquisition of Premier which occurred in August 2018.
Depreciation and Amortization Expense. Depreciation and amortization expense increased $2.4 million, or 411.5%, to $3.0 million for the 2018 quarter compared to the 2017 quarter, primarily as a result of the amortization of the Premier and J&S definite-lived intangible assets. The increase was also due to additions related to software implementation and FF&E related to the November 2017 J&S acquisition. See note 4 to our condensed consolidated financial statements. Depreciation and amortization expense for the 2018 quarter excludes depreciation expense related to audio visual rental pool equipment of $1.6 million which is included in cost of revenues for audio visual.

50


General and Administrative Expense. General and administrative expenses increased $8.3 million, or 213.9%, to $12.2 million for the 2018 quarter compared to the 2017 quarter. The change in general and administrative expense consisted of the following (in thousands):
 
Three Months Ended September 30,
 
 
 
2018
 
2017
 
$ Change
Professional fees (1)
$
7,464

 
$
2,023

 
$
5,441

Office expense (2)
2,590

 
863

 
1,727

Public company costs
252

 
254

 
(2
)
Director costs
284

 
192

 
92

Travel and other expense (2)
1,641

 
511

 
1,130

Non-capitalizable costs - software implementation
—

 
54

 
(54
)
Total general and administrative
$
12,231

 
$
3,897

 
$
8,334

________
(1) 
The increase in expense is primarily due to increases in legal fees and transaction costs related to the acquisition of Premier and our investments in J&S and RED.
(2) 
The increase in expense is primarily due to our investments in Premier, J&S and RED.
Other. Other operating expense was $434,000 and $367,000 for the 2018 quarter and the 2017 quarter, respectively. Other operating expense includes cost of goods sold and royalties associated with OpenKey, Pure Rooms and RED as well as expense from changes in the fair value of contingent consideration related to the J&S acquisition. See note 7 to our condensed consolidated financial statements.
Interest Expense. Interest expense was $289,000 and $5,000 for the 2018 quarter and the 2017 quarter, respectively, related to the notes payable, lines of credit and capital leases held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.
Amortization of Loan Costs. Amortization of loan costs was $130,000 and $15,000 for the 2018 quarter and the 2017 quarter, respectively, related to the notes payable and lines of credit held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.
Interest Income. Interest income was $103,000 and $82,000 for the 2018 quarter and the 2017 quarter, respectively.
Other Income (Expense). Other expense was $78,000 and $5,000 in the 2018 quarter and the 2017 quarter, respectively.
Income Tax (Expense) Benefit. Income tax benefit increased $13.9 million, from $25,000 in the 2017 quarter to $13.9 million in the 2018 quarter. Current tax expense increased $595,000, from $605,000 in the 2017 quarter to $1.2 million expense in the 2018 quarter, primarily due to foreign income taxes related to J&S. Deferred tax benefit increased $14.5 million from $630,000 benefit in the 2017 quarter to $15.1 million benefit in the 2018 quarter primarily due to the acquisition of Premier in the 2018 quarter, which resulted in the reversal of the valuation allowance on our deferred tax assets in the 2018 quarter. See note 2 to our condensed consolidated financial statements.
(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. The noncontrolling interests in consolidated entities were allocated a loss of $413,000 in the 2018 quarter and $102,000 in the 2017 quarter. See notes 2, 10 and 14 to our condensed consolidated financial statements for more details regarding ownership interests, carrying values and allocations.
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests. The redeemable noncontrolling interests were allocated a loss of $968,000 in the 2018 quarter and a loss of $300,000 in the 2017 quarter. Redeemable noncontrolling interests represented ownership interests in Ashford Holdings and certain of our consolidated subsidiaries. See note 1 to our condensed consolidated financial statements. For a summary of ownership interests, carrying values and allocations, see notes 2, 11, and 14 to our condensed consolidated financial statements.

51


Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017
The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the nine months ended September 30, 2018 and 2017 (in thousands):
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
2018
 
2017
 
$ Change
 
% Change
REVENUE
 
 
 
 
 
 
 
Advisory services
$
68,118

 
$
47,960

 
$
20,158

 
42.0
 %
Audio visual
61,212

 
—

 
61,212

 


Project management
3,616

 
—


3,616




Other
11,598

 
3,947

 
7,651

 
193.8
 %
Total revenue
144,544

 
51,907

 
92,637

 
178.5
 %
EXPENSES
 
 
 

 
 

 


Salaries and benefits
64,078

 
39,146

 
(24,932
)
 
(63.7
)%
Cost of revenues for audio visual
48,000

 
—

 
(48,000
)
 


Cost of revenues for project management
1,189

 
—

 
(1,189
)
 


Depreciation and amortization
5,205

 
1,636

 
(3,569
)
 
(218.2
)%
General and administrative
27,651

 
12,493

 
(15,158
)
 
(121.3
)%
Impairment
1,919

 
1,072

 
(847
)
 
(79.0
)%
Other
2,172

 
618

 
(1,554
)
 
(251.5
)%
Total expenses
150,214

 
54,965

 
(95,249
)
 
(173.3
)%
OPERATING INCOME (LOSS)
(5,670
)
 
(3,058
)
 
(2,612
)
 
(85.4
)%
Interest expense
(593
)
 
(10
)
 
(583
)
 
(5,830.0
)%
Amortization of loan costs
(177
)
 
(25
)
 
(152
)
 
(608.0
)%
Interest income
288

 
153

 
135

 
88.2
 %
Dividend income
—

 
93

 
(93
)
 
(100.0
)%
Unrealized gain (loss) on investments
—

 
203

 
(203
)
 
(100.0
)%
Realized gain (loss) on investments
—

 
(294
)
 
294

 
100.0
 %
Other income (expense)
(338
)
 
(26
)
 
(312
)
 
(1,200.0
)%
INCOME (LOSS) BEFORE INCOME TAXES
(6,490
)
 
(2,964
)
 
(3,526
)
 
(119.0
)%
Income tax (expense) benefit
11,593

 
(9,248
)
 
20,841

 
225.4
 %
NET INCOME (LOSS)
5,103

 
(12,212
)
 
17,315

 
141.8
 %
(Income) loss from consolidated entities attributable to noncontrolling interests
704

 
267

 
437

 
163.7
 %
Net (income) loss attributable to redeemable noncontrolling interests
817

 
995

 
(178
)
 
(17.9
)%
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
6,624

 
(10,950
)
 
17,574

 
160.5
 %
Preferred dividends
(1,675
)
 
—

 
(1,675
)
 


Amortization of preferred stock discount
(303
)
 
—

 
(303
)
 


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
4,646

 
$
(10,950
)
 
$
15,596

 
142.4
 %
Net Income (Loss) Attributable to Common Stockholders. Net income attributable to common stockholders increased by $15.6 million, or 142.4%, to $4.6 million for the nine months ended September 30, 2018 (“the 2018 period”) compared to the nine months ended September 30, 2017 (“the 2017 period”) as a result of the factors discussed below.

52


Total Revenue. Total revenue increased by $92.6 million, or 178.5%, to $144.5 million for the 2018 period compared to the 2017 period due to the following (in thousands):
 
Nine Months Ended September 30,
 
Favorable (Unfavorable)
 
2018
 
2017
 
$ Change
 
% Change
Advisory services revenue:
 
 
 
 
 
 
 
Base advisory fee (1)
$
33,540

 
$
32,599

 
$
941

 
2.9
 %
Incentive advisory fee (2)
1,356

 
2,312

 
(956
)
 
(41.3
)%
Reimbursable expenses (3)
7,052

 
7,454

 
(402
)
 
(5.4
)%
Non-cash stock/unit-based compensation (4)
25,780

 
5,449

 
20,331

 
373.1
 %
Other advisory revenue (5)
390

 
146

 
244

 
167.1
 %
Total advisory services revenue (11)
68,118

 
47,960

 
20,158

 
42.0
 %
 
 
 
 
 
 
 


Audio visual revenue (6)
61,212

 
—

 
61,212

 


 
 
 
 
 
 
 
 
Project management revenue (14)
3,616

 
—

 
3,616

 


 
 
 
 
 
 
 


Other revenue:
 
 
 
 
 
 


Investment management reimbursements (7) (11)
850

 
1,482

 
(632
)
 
(42.6
)%
Debt placement fees (8) (11)
5,941

 
225

 
5,716

 
2,540.4
 %
Claims management services (11) (12)
153

 
—

 
153

 


Lease revenue (9) (11)
754

 
642

 
112

 
17.4
 %
Other services (10)
3,900

 
1,598

 
2,302

 
144.1
 %
Total other revenue
11,598

 
3,947

 
7,651

 
193.8
 %
 
 
 
 
 
 
 


Total revenue
$
144,544

 
$
51,907

 
$
92,637

 
178.5
 %
 
 
 
 
 
 
 


REVENUE BY SEGMENT (13)
 
 
 
 
 
 


REIT advisory
$
75,816

 
$
50,309

 
$
25,507

 
50.7
 %
Premier
3,616

 
—

 
3,616

 


J&S
61,212

 
—

 
61,212

 


OpenKey
773

 
140

 
633

 
452.1
 %
Corporate and other
3,127

 
1,458

 
1,669

 
114.5
 %
Total revenue
$
144,544

 
$
51,907

 
$
92,637

 
178.5
 %
________
(1) 
The increase in base advisory fee is due to higher revenue of $591,000 from Ashford Trust and higher revenue of $350,000 from Braemar.
(2) 
The decrease in incentive advisory fee is due to lower revenue of $956,000 from Braemar. The incentive advisory fee for the 2018 period includes the pro-rata portion of the third year installment of the Ashford Trust 2016 incentive advisory fee in the amount of $1.4 million for which payment is due January 2019. The incentive advisory fee for the 2017 period includes the pro-rata portion of the second year installment of the Ashford Trust 2016 incentive advisory fee in the amount of $1.4 million, which was paid in January 2018, as well as the pro-rata portion of the third year installment of the Braemar 2015 incentive advisory fee in the amount of $956,000, which was also paid in January 2018. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in our advisory agreements. Ashford Trust's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2015 measurement periods. Braemar's annual total stockholder return did not meet the relevant incentive fee thresholds during the 2017 and 2016 measurement periods.
(3)  
The decrease in reimbursable expenses revenue is due to lower revenue of $257,000 from Ashford Trust and lower revenue of $145,000 from Braemar. Reimbursable expenses include overhead, internal audit, risk management advisory and asset management services. During the nine months ended September 30, 2017, we recognized income from reimbursable expenses

53


related to software implementation costs from Ashford Trust and Braemar of $1.5 million and $110,000, respectively, which was partially offset by the impairment of the related capitalized software, as discussed in note 2 to our condensed consolidated financial statements, in the amount of $1.1 million. See note 14 to our condensed consolidated financial statements.
(4)  
The increase in non-cash stock/unit-based compensation revenue is due to higher revenue of $12.8 million from Ashford Trust and higher revenue of $7.5 million from Braemar. Non-cash stock/unit-based compensation revenue is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to officers and employees of Ashford Inc. for which we recorded an offsetting expense in an equal amount included in “salaries and benefits.” During the 2018 period, $6.7 million of non-cash stock/unit-based compensation revenue, including $4.5 million and $2.2 million from Ashford Trust and Braemar, respectively, related to accelerated vesting, in accordance with the terms of the awards, as a result of the death of an executive in March 2018.
(5)  
The increase in other advisory revenue is due to higher revenue of $244,000 from Braemar as 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 over the initial ten-year term of the agreement.
(6)  
The $61.2 million increase in audio visual revenue is due to our acquisition of J&S in November 2017.
(7)  
The decrease in investment management reimbursements is due to lower revenue of $632,000 from Ashford Trust. Investment management reimbursements include AIM’s management of Ashford Trust’s excess cash under the Investment Management Agreement executed in 2017. AIM is not compensated for its services but is reimbursed for all costs and expenses.
(8)  
The increase in debt placement fee revenue is due to an unusually high volume of debt financings during the second quarter of 2018, primarily from Ashford Trust. We recorded higher revenue of $4.9 million from Ashford Trust and higher revenue of $774,000 from Braemar. Debt placement fees include revenues earned from providing debt placement services by Lismore Capital, our wholly-owned subsidiary.
(9)  
In connection with our key money transactions with our managed REITs, we lease FF&E to Ashford Trust and Braemar rent-free. A portion of the base advisory fee is allocated to lease revenue each period equal to the estimated fair value of the lease payments that would have been made.
(10)  
The increase in other services revenue is due to higher revenue of $436,000 from Ashford Trust, higher revenue of $599,000 from Braemar and higher revenue of $1.3 million from third parties. Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey, Pure Rooms and RED, to Ashford Trust, Braemar and other third parties.
(11)  
Indicates REIT advisory revenue.
(12)  
Claims management services include revenues earned from providing insurance claim assessment and administration services.
(13)  
See note 16 for discussion of segment reporting.
(14)  
The increase in project management revenue is due to increased revenue of $3.6 million, as a result of our acquisition of Premier.


54


Salaries and Benefits Expense. Salaries and benefits expense increased by $24.9 million, or 63.7%, to $64.1 million for the 2018 period compared to the 2017 period. The change in salaries and benefits expense consisted of the following (in thousands):
 
Nine Months Ended September 30,
 
 
 
2018
 
2017
 
$ Change
Cash salaries and benefits:
 
 
 
 

Salary expense
$
18,982

 
$
14,848

 
$
4,134

Bonus expense
10,508

 
6,718

 
3,790

Benefits related expenses
4,660

 
2,338

 
2,322

Total cash salaries and benefits (1)
34,150

 
23,904

 
10,246

Non-cash equity-based compensation:
 
 
 
 

Stock option grants (2)
7,625

 
5,436

 
2,189

Pre spin-off Ashford Trust equity grants (3)
—

 
684

 
(684
)
Ashford Trust & Braemar equity grants (4)
25,843

 
5,449

 
20,394

Total non-cash equity-based compensation
33,468

 
11,569

 
21,899

Non-cash (gain) loss in deferred compensation plan (5)
(3,540
)
 
3,673

 
(7,213
)
Total salaries and benefits
$
64,078

 
$
39,146

 
$
24,932

________
(1) 
The change in cash salaries and benefits expense is primarily due to fluctuations in the number of employees, salary and bonus awards, group insurance costs, payroll taxes and employee participation in the benefits offered. Cash salaries and benefits recorded in the 2018 period included $1.3 million of severance costs and $716,000 of additional bonus expense recorded upon receiving approval from the board of directors in the first quarter of 2018. The acquisition of J&S in November 2017 contributed $4.6 million to the increase over the 2017 period.
(2) 
The increase is primarily due to $2.5 million of expense related to the accelerated vesting of stock option awards upon the death of one of our executive officers, in accordance with the terms of the awards, partially offset by forfeitures. See notes 2, 12 and 14 to our condensed consolidated financial statements.
(3) 
As a result of our spin-off in 2014 from Ashford Trust, we assumed all of the unrecognized equity-based compensation associated with prior Ashford Trust equity grants. As a result, we continued to recognize equity-based compensation expense related to these grants through the final vesting date in April 2017. See notes 2 and 12 to our condensed consolidated financial statements.
(4) 
Equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units are awarded to our officers and employees as part of our advisory agreements with each company, for which we record offsetting revenue in an equal amount. The increase is primarily attributable to $6.7 million of compensation expense related to the accelerated vesting of equity awards upon the death of one of our executive officers, in accordance with the terms of the awards. See notes 2 and 12 to our condensed consolidated financial statements.
(5) 
The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The gain in the 2018 period and the loss in the 2017 period are primarily attributable to decreases and increases, respectively, in the fair value of the DCP obligation. See note 13 to our condensed consolidated financial statements.
Cost of Revenues for Audio Visual. Cost of revenues for audio visual was $48.0 million during the 2018 period compared to $0 for the 2017 period, due to new costs associated with new audio visual revenues from the acquisition of J&S which occurred in November 2017.
Cost of Revenues for Project Management. Cost of revenues for project management was $1.2 million during the 2018 period compared to $0 for the 2017 period, due to costs associated with project management revenues from the acquisition of Premier which occurred in August 2018.
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $3.6 million, or 218.2%, to $5.2 million for the 2018 period compared to the 2017 period, primarily as a result of the amortization of the Premier and J&S definite-lived intangible assets, as well as FF&E additions related to software implementation, key money assets and the November 2017 J&S acquisition. See note 4 to our condensed consolidated financial statements. Depreciation and amortization expense for the 2018 period excludes depreciation expense related to audio visual equipment of $2.9 million which is included in cost of revenues for audio visual.

55


General and Administrative Expense. General and administrative expenses increased by $15.2 million, or 121.3%, to $27.7 million for the 2018 period compared to the 2017 period. The change in general and administrative expense consisted of the following (in thousands):
 
Nine Months Ended September 30,
 
 
 
2018
 
2017
 
$ Change
Professional fees (1)
$
14,446

 
$
6,546

 
$
7,900

Office expense (2)
6,751

 
2,388

 
4,363

Public company costs
782

 
829

 
(47
)
Director costs
1,149

 
735

 
414

Travel and other expense (2)
4,461

 
1,847

 
2,614

Non-capitalizable costs - software implementation
62

 
148

 
(86
)
Total general and administrative
$
27,651

 
$
12,493

 
$
15,158

________
(1) 
The increase in expense is primarily due to increases in legal fees and transaction costs related to the acquisition of Premier, development and execution of our ERFP program and our investments in J&S and RED.
(2) 
The increase in expense is primarily due to our investments in Premier, J&S and RED.
Impairment. Impairment of capitalized software implementation costs was $1.9 million during the 2018 period compared to $1.1 million for the 2017 period. See notes 2 and 14 to our condensed consolidated financial statements.
Other. Other operating expense was $2.2 million and $618,000 for the 2018 period and the 2017 period, respectively. Other operating expense includes cost of goods sold and royalties associated with OpenKey, Pure Rooms and RED as well as expense from the increase in fair value of contingent consideration related to the J&S acquisition. See note 7 to our condensed consolidated financial statements.
Interest Expense. Interest expense was $593,000 and $10,000 for the 2018 period and the 2017 period, respectively, related to the notes payable, lines of credit and capital leases held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.
Amortization of Loan Costs. Amortization of loan costs was $177,000 and $25,000 for the 2018 period and the 2017 period, respectively, related to the notes payable and lines of credit held by our consolidated subsidiaries. See notes 2 and 6 to our condensed consolidated financial statements.
Interest Income. Interest income was $288,000 and $153,000 for the 2018 period and the 2017 period, respectively.
Dividend Income. Dividend income was $0 and $93,000 for the 2018 period and the 2017 period, respectively, related to investments held by the AQUA U.S. Fund which was fully dissolved during the year ended December 31, 2017.
Unrealized Gain (Loss) on Investments. Unrealized gain on investments was $0 for the 2018 period and $203,000 for the 2017 period, primarily related to investments held by the AQUA U.S. Fund which was fully dissolved during the year ended December 31, 2017. The unrealized gain (loss) on investments is based on changes in closing market prices during the period.
Realized Gain (Loss) on Investments. Realized loss on investments was $0 for the 2018 period and $294,000 in the 2017 period. The realized loss on investments is related to options on futures contracts and investments held by the AQUA U.S. Fund which was fully dissolved during the year ended December 31, 2017.
Other Income (Expense). Other expense was $338,000 and $26,000 in the 2018 period and the 2017 period, respectively.
Income Tax (Expense) Benefit. Income tax expense decreased by $20.8 million, from $9.2 million expense in the 2017 period to $11.6 million benefit in the 2018 period. Current tax expense decreased by $428,000, from $3.8 million in the 2017 period to $3.4 million in the 2018 period, due to lower taxable income which was the result of higher pretax loss and deductions for bonus depreciation. Deferred tax benefit increased by $20.5 million from $5.4 million expense in the 2017 period to $15.1 million benefit in the 2018 period. The 2017 period expense was related primarily to the April 2017 legal entity restructuring of the Company, and the 2018 period benefit was related primarily to the acquisition of Premier, which resulted in the reversal of the valuation allowance on our deferred tax assets in the third quarter of 2018.

56


(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. The noncontrolling interests in consolidated entities were allocated a loss of $704,000 in the 2018 period and a loss of $267,000 in the 2017 period. See notes 2, 10 and 14 to our condensed consolidated financial statements for more details regarding ownership interests, carrying values and allocations.
Net (Income) Loss Attributable to Redeemable Noncontrolling Interests. The redeemable noncontrolling interests were allocated a loss of $817,000 in the 2018 period and a loss of $995,000 in the 2017 period. Redeemable noncontrolling interests represented ownership interests in Ashford Holdings and certain of our consolidated subsidiaries. Prior to April 6, 2017, the noncontrolling interests represented ownership interests in Ashford LLC. See note 1 to our condensed consolidated financial statements. For a summary of ownership interests, carrying values and allocations, see notes 2, 11, and 14 to our condensed consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Our short-term liquidity requirements consist primarily of funds necessary for operating expenses primarily attributable to paying our employees. We expect to meet our short-term liquidity requirements generally through net cash provided by operations, existing cash balances and, if necessary, short-term borrowings under our revolving credit facility, which we believe will provide sufficient liquidity to meet our existing non-discretionary obligations and anticipated ordinary course operating expenses for at least the next twelve months.
Our long-term liquidity requirements consist primarily of funds necessary to pay for operating expenses attributable to paying our employees, investments to grow our business, and our ERFP and certain recent subsidiary financing transactions noted below. We expect to meet our long-term liquidity requirements through various sources of capital, including net cash provided by operations, future equity issuances and availability under our revolving credit facilities.
On September 28, 2018, we completed a public offering of 270,000 shares of common stock at a price to the public of $74.50 per share for gross proceeds of $20.1 million. The net proceeds from the sale of the shares after discounts and commissions to the underwriters and offering expenses were approximately $18.1 million. We also sold an additional 10,000 shares of common stock to the underwriters on October 10, 2018, in connection with the underwriters’ partial exercise of their over-allotment option that had been granted to them in connection with the transaction. The net proceeds from the sale of the over-allotment shares after discounts and commissions to the underwriters were approximately $700,000.
On August 31, 2018, our RED operating subsidiary entered into a term loan of $1.8 million for which the creditor has recourse to Ashford Inc. The term loan bears interest at the Prime Rate plus 2.00% and matures on February 1, 2029.
On August 8, 2018, we completed the acquisition of Premier, the project management business formerly conducted by certain affiliates of Remington, including construction management, interior design, architectural oversight, and the purchasing, expediting, warehousing coordination, freight management, and supervision of installation of FF&E, and related services, for a total transaction value of $203 million. As a result, the project management services that were previously provided by Remington Lodging will now be provided by a subsidiary of Ashford Inc. under the respective project management agreement with each customer, including Ashford Trust and Braemar. The purchase price was paid by issuing 8,120,000 shares of the newly created Series B Preferred Stock to the Remington Sellers, primarily the Bennetts. The Series B Preferred Stock has a conversion price of $140 per share and would convert into 1,450,000 shares of our common stock. Dividends on the Series B Preferred Stock are payable at an annual rate of 5.5% in the first year, 6.0% in the second year, and 6.5% in the third year and each year thereafter. In addition to certain separate class voting rights, the holders of the Series B Preferred Stock vote on an as-converted basis with the holders of the common stock and the holders of any outstanding Series A Preferred Stock or Series C Preferred Stock on all matters submitted for approval by the holders of our capital stock possessing general voting rights. However, for five years following the closing of the acquisition of Premier, the Remington Sellers and their transferees are subject to certain voting restrictions with respect to shares in excess of 25% of the combined voting power of the Company’s outstanding capital stock.
On June 26, 2018, the Company entered into the 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 ERFP Agreement on behalf of the Company and Ashford Trust, respectively. Under the ERFP Agreement, the Company agreed to provide$50 million to Ashford Trust in connection with Ashford Trust’s acquisition of additional hotels with the option to increase the funding commitment to up to $100 million upon mutual agreement by the parties. Under the ERFP Agreement, the Company is obligated to provide Ashford Trust 10% of the acquired hotel’s purchase price in exchange for FF&E, which is subsequently leased to Ashford Trust rent-free. In connection with Ashford Trust’s acquisition of the Hilton Old Town Alexandria on June 29, 2018, and subject to the terms of the ERFP Agreement, the Company is obligated to provide Ashford Trust with approximately $11.1 million of FF&E at Ashford Trust properties. As of September 30, 2018, the Company has provided $390,000 of FF&E under the ERFP Agreement. As a result, the Company’s ERFP obligation of $10.7 million is reflected in our condensed consolidated balance sheet as “other assets” and “other liabilities” as of September 30, 2018. Under the ERFP agreement,

57


Ashford Trust has two years from the acquisition date of a hotel property to identify the FF&E to be purchased by Ashford Inc. The Company recognizes the related depreciation tax deduction at the time such FF&E is placed into service at Ashford Trust properties. However, the timing of the FF&E being placed into service is subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E. See note 9 and 14 to our condensed consolidated financial statements.
On March 23, 2018, our RED operating subsidiary entered into a term loan of $750,000 and a revolving credit facility of $250,000 for which the creditor has recourse to Ashford Inc. Approximately $225,000 of the proceeds from the term loan are held in an escrow account, which is included in our consolidated balance sheet within “other assets” as of September 30, 2018. The term loan bears interest at the Prime Rate plus 1.75% and matures on April 5, 2025. The revolving credit facility bears interest at the Prime Rate plus 1.75% and matures on March 5, 2019. During the nine months ended September 30, 2018, $16,000 was drawn on the revolving credit facility. As of September 30, 2018, $234,000 was available under the revolving credit facility.
On March 1, 2018, the Company and its subsidiary Ashford Hospitality Holdings LLC entered into a $35 million senior revolving credit facility with Bank of America, N.A. The credit facility provides for a three-year revolving line of credit and bears interest at the Base Rate plus 2.00% to 2.50% or LIBOR plus 3.00% to 3.50%, depending on the leverage level of the Company. There is a one-year extension option subject to the satisfaction of certain conditions. The new credit facility includes the opportunity to expand the borrowing capacity by up to $40 million to an aggregate amount of $75 million, subject to certain conditions. At September 30, 2018, there were no outstanding borrowings under the facility.
On December 5, 2017, the Board of Directors of Ashford Inc. approved a stock repurchase program (the “Repurchase Program”) pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share having an aggregate value of up to $20 million. No shares were repurchased during the nine months ended September 30, 2018.
On November 1, 2017, our J&S operating subsidiary entered into a series of financing transactions for which the creditors do not have recourse to Ashford Inc., including a $10.0 million term loan to finance the acquisition of J&S. The term loan bears interest at LIBOR plus 3.25% and matures on November 1, 2022. Net deferred loan costs associated with this financing of $195,000 and $226,000, respectively, are included as a reduction to notes payable on the condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017. In connection with the term loan, the subsidiary entered into an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair value of the interest rate cap at September 30, 2018 and December 31, 2017, was not material. The subsidiary also entered into a $3.0 million revolving credit facility which bears interest at LIBOR plus 3.25% and matures on November 1, 2022. During the nine months ended September 30, 2018, $16.3 million was drawn and approximately $14.5 million of payments were made on the revolving credit facility. As of September 30, 2018, approximately $0.5 million of credit was available under the revolving credit facility. These debt agreements contain various financial covenants that, among other things, require the maintenance of certain fixed charge coverage ratios. As of September 30, 2018, our J&S operating subsidiary was in compliance with all financial covenants.
Also on November 1, 2017, in connection with the acquisition of J&S, our J&S operating subsidiary entered into a $3.0 million equipment note and a $2.0 million draw term loan agreement. These loans each bear interest at LIBOR plus 3.25% and mature on November 1, 2022. During the nine months ended September 30, 2018, $1.7 million was drawn on the equipment note and $2.0 million was outstanding on the draw term loan. All the loans in connection with the acquisition of J&S are partially secured by a security interest on all of the assets and equity interests of our J&S operating subsidiary.
On April 13, 2017, OpenKey entered into a Loan and Security Agreement for a line of credit in the amount of $1.5 million.
The line of credit is secured by all of OpenKey's assets and matures on October 31, 2018, with an interest rate of Prime Rate plus 2.75%. Creditors do not have recourse to Ashford Inc. At September 30, 2018 and December 31, 2017, there were no borrowings outstanding under the Loan Agreement. In connection with the line of credit, OpenKey granted the creditors a 10-year warrant to purchase approximately 28,000 shares of OpenKey's preferred stock at $1.61 per share. The fair value of the warrants, estimated to be $28,000, was recorded in noncontrolling interests in consolidated entities and debt issuance costs, which will be amortized over the term of the line of credit.
On April 6, 2017, Pure Rooms entered into a term loan of $375,000 and a line of credit of $100,000 for which the creditor does not have recourse to Ashford Inc. The term loan has a fixed interest rate of 5.00% per annum. Subsequent to the end of the quarter on October 1, 2018, we paid off the $39,000 balance on the term loan. The line of credit has a variable interest rate of Prime Rate plus 1.00%. There is no stated maturity date related to the line of credit as it is payable on demand; accordingly, the balance has been classified as a current liability on our condensed consolidated balance sheets.

58


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.
Sources and Uses of Cash
As of September 30, 2018 and December 31, 2017, we had $64.9 million and $36.5 million of cash and cash equivalents, respectively, and $10.7 million and $9.1 million of restricted cash, respectively.
Net Cash Flows Provided by (Used in) Operating Activities. Operating activities provided net cash flows of $15.6 million and $18.0 million for the nine months ended September 30, 2018 and 2017, respectively. The lower cash flows provided by operating activities in the nine months ended September 30, 2018, were due primarily to $9.6 million of transaction costs related to the acquisition of Premier, $1.4 million paid in contingent consideration related to the November 2017 acquisition of J&S, as well as the timing of payments to vendors and timing of operating subsidiaries’ receipt of revenues. In connection with our Fourth Amended and Restated Braemar Advisory Agreement, we received a $5.0 million cash payment in June 2017 from Braemar which positively impacted operating cash flows in the nine months ended September 30, 2017.
Net Cash Flows Provided by (Used in) Investing Activities. For the nine months ended September 30, 2018, investing activities used net cash flows of $9.3 million, which is attributable to purchases of FF&E, including audio visual equipment and computer software of $7.5 million, and $4.0 million in payments for assets related to RED Hospitality and Leisure LLC, partially offset by $2.3 million of cash acquired in the acquisition of Premier. For the nine months ended September 30, 2017, investing activities used net cash flows of $1.7 million, which was attributable to purchases of computer software and FF&E of $1.8 million, partially offset by proceeds from the disposal of FF&E of $15,000 and $129,000 of cash acquired in the acquisition of Pure Rooms.
Net Cash Flows Provided by (Used in) Financing Activities. For the nine months ended September 30, 2018, net cash flows provided by financing activities were $23.9 million, due to cash flows of $18.1 million received from the issuance of our common stock, $2.7 million of contributions from noncontrolling interests in a consolidated entity, $6.0 million of proceeds from borrowings on notes payable, $1.7 million of net borrowings on our revolving credit facilities and net repayments in advances to employees of $45,000 associated with tax withholdings for restricted stock vesting. These were offset by $1.7 million of payments for dividends on our preferred stock, $1.4 million of payments on notes payable and capital leases, $1.2 million paid in contingent consideration related to the November 2017 acquisition of J&S, $314,000 in distributions to non-controlling interests, and $72,000 of loan cost payments. For the nine months ended September 30, 2017, net cash flows used in financing activities were $54.5 million. These cash outflows consisted of $55.3 million of distributions to noncontrolling interests in consolidated entities primarily related to the AQUA Fund that is now dissolved, partially offset by $983,000 of contributions from noncontrolling interests in a consolidated entity.

59


Off-Balance Sheet Arrangements
In the normal course of business, we may form or invest in partnerships or joint ventures. We evaluate each partnership and joint venture to determine whether the entity is a VIE. If the entity is determined to be a VIE, we assess whether we are the primary beneficiary and need to consolidate the entity. For further discussion see notes 1 and 2 to our condensed consolidated financial statements.
Contractual Obligations and Commitments
There have been no material changes since December 31, 2017, outside the ordinary course of business, to contractual obligations specified in the table of contractual obligations included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2017 Form 10-K, except with respect to the ERFP Agreement described elsewhere in this MD&A in “Recent Developments”.
Critical Accounting Policies
Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2017 Form 10-K.
There have been no material changes in these critical accounting policies other than as discussed in note 2 to the condensed consolidated financial statements with respect to revenue recognition.
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, 2018, our total indebtedness of $18.5 million included $17.9 million of variable-rate debt. The impact on our results of operations of a 100 basis point change in interest rate on the outstanding balance of variable-rate debt at September 30, 2018, would be approximately $179,000 annually. Interest rate changes have no impact on the remaining $603,000 of fixed rate debt.
The amount above was determined based on the impact of a hypothetical interest rate on our borrowings and assumes no changes in our capital structure. As the information presented above includes only those exposures that existed at September 30, 2018, 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. On November 1, 2017, we acquired a controlling interest in J&S Audiovisual, which has operations in Mexico and the Dominican Republic, and therefore we have exposure with respect to exchange rate fluctuations. Exchange rate gains or losses related to foreign currency transactions are immaterial recognized as transaction gains or losses in our income statement as incurred. We have chosen not to hedge foreign exchange risks related to our foreign currency denominated earnings and cash flows through the use of financial instruments.
ITEM 4.
CONTROLS AND PROCEDURES
Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2018. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the evaluation date, our disclosure controls and procedures are effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting during the fiscal quarter ended September 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

60


PART II. OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
The Company is engaged in various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss for these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect upon the financial position or results of operations of the Company. However, the adjudication of legal proceedings is difficult to predict, and if the Company failed to prevail in one or more of these legal matters, and the associated realized losses were to exceed the Company’s current estimates of the range of potential losses, the Company’s financial position or results of operations could be materially adversely affected in future periods.
ITEM 1A.
RISK FACTORS
The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. You should also review the risk factors associated with our acquisition of Premier in our Definitive Proxy Statement dated and filed with the SEC on July 12, 2018. 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. At September 30, 2018, there have been no material changes to the risk factors set forth in our Annual Report.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3.
DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
None.
ITEM 5.
OTHER INFORMATION
None.

61


ITEM 6.
EXHIBITS
Exhibit
 
Description
2.1
 
3.1
 
3.2
 
3.3
 
3.4
 
3.5
 
4.1
 
10.1
 
10.2
 
10.3
 
10.4
 
10.5
 
10.6
 
10.7
 
31.1*
 
31.2*
 
32.1*
 
32.2*
 
 
 
 
 

62


The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2018, 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 Statement of Equity; (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
 
101.INS
 
XBRL Instance Document
Submitted electronically with this report.
101.SCH
 
XBRL Taxonomy Extension Schema Document
Submitted electronically with this report.
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
Submitted electronically with this report.
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
Submitted electronically with this report.
101.LAB
 
XBRL Taxonomy Label Linkbase Document.
Submitted electronically with this report.
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document.
Submitted electronically with this report.
___________________________________
* Filed herewith.


63


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 8, 2018
By:
/s/ MONTY J. BENNETT
 
 
 
 
Monty J. Bennett
 
 
 
 
Chief Executive Officer
 
 
 
 
 
 
Date:
November 8, 2018
By:
/s/ DERIC S. EUBANKS
 
 
 
 
Deric S. Eubanks
 
 
 
 
Chief Financial Officer
 


64