~~0001604738ainc:REDSegmentMemberainc:AudioVisualEquipmentMember2021-01-012021-09-30~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended ~~September 30, 2022~~March 31, 2023


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

For the transition period from ________________ to ________________

Commission file number: 001-36400

ASHFORD INC.

(Exact name of registrant as specified in its charter)


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

14185 Dallas Parkway
Suite 1200
Dallas
Texas						75254
(Address of principal executive offices)						(Zip code)

(972) 490-9600

(Registrant’s telephone number, including area code)

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

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

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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☑	Smaller reporting company	☑

		Emerging growth company	☐

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

AINC

NYSE American LLC

Preferred Stock Purchase Rights

NYSE American LLC

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


Common Stock, $0.001 par value per share						~~3,115,061~~3,196,774
(Class)						Outstanding at ~~November 7, 2022~~May 9, 2023

ASHFORD INC.

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER 30,~~MARCH 31, ~~2022~~2023

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022			2
Condensed Consolidated Statements of Operations for the Three ~~and~~ ~~Nine~~Months Ended ~~September~~ ~~30,~~March 31, 2023 and 2022 ~~and 2021~~			3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three ~~and~~ ~~Nine~~Months Ended ~~September~~ ~~30,~~March 31, 2023 and 2022 ~~and 2021~~			4
Condensed Consolidated Statements of Equity (Deficit) for the Three ~~and~~ ~~Nine~~Months Ended ~~September~~ ~~30,~~March 31, 2023 and 2022 ~~and 2021~~			5
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September~~ ~~30,~~March 31, 2023 and 2022 ~~and 2021~~			76
Notes to Condensed Consolidated Financial Statements			98
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			5344
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			7457
ITEM 4. CONTROLS AND PROCEDURES			7557
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			7657
ITEM 1A. RISK FACTORS			7658
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			7959
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			7959
ITEM 4. MINE SAFETY DISCLOSURES			7959
ITEM 5. OTHER INFORMATION			8059
ITEM 6. EXHIBITS			8160
SIGNATURES			8362

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	44,071	$	37,571	Cash and cash equivalents	$	37,004	$	44,390
Restricted cash	Restricted cash	37,114		34,878		Restricted cash	35,133		37,058
Restricted investment	Restricted investment	348		576		Restricted investment	211		303

Accounts receivable, net	Accounts receivable, net	19,458		10,502		Accounts receivable, net	26,298		17,615
Due from affiliates	Due from affiliates	256		165		Due from affiliates	477		463
Due from Ashford Trust	Due from Ashford Trust	4,483		2,575		Due from Ashford Trust	7,390		—
Due from Braemar	Due from Braemar	9,562		1,144		Due from Braemar	2,591		11,828

Inventories	Inventories	1,853		1,555		Inventories	2,183		2,143
Prepaid expenses and other	Prepaid expenses and other	5,760		9,490		Prepaid expenses and other	10,030		11,226

Total current assets	Total current assets	122,905		98,456		Total current assets	121,317		125,026
Investments in unconsolidated entities	Investments in unconsolidated entities	3,941		3,581		Investments in unconsolidated entities	3,757		4,217
Property and equipment, net	Property and equipment, net	81,471		83,566		Property and equipment, net	47,479		41,791
Operating lease right-of-use assets	Operating lease right-of-use assets	24,800		26,975		Operating lease right-of-use assets	21,807		23,844

Goodwill	Goodwill	58,675		56,622		Goodwill	59,361		58,675
Intangible assets, net	Intangible assets, net	233,031		244,726		Intangible assets, net	228,390		226,544
Other assets, net	Other assets, net	376		870		Other assets, net	979		2,259
Total assets	Total assets	$	525,199	$	514,796	Total assets	$	483,090	$	482,356
LIABILITIES	LIABILITIES					LIABILITIES
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	47,751	$	39,897	Accounts payable and accrued expenses	$	38,227	$	56,079
Dividends payable	Dividends payable	26,777		34,574		Dividends payable	27,620		27,285
Due to affiliates	Due to affiliates	236		—		Due to affiliates	—		15

Due to Ashford Trust						Due to Ashford Trust	—		1,197

Deferred income	Deferred income	426		2,937		Deferred income	338		444

Notes payable, net	Notes payable, net	5,046		6,725		Notes payable, net	3,604		5,195
Finance lease liabilities	Finance lease liabilities	2,441		1,065		Finance lease liabilities	1,486		1,456
Operating lease liabilities	Operating lease liabilities	3,880		3,628		Operating lease liabilities	3,842		3,868
Other liabilities		26,644		25,899
Claims liabilities and other						Claims liabilities and other	29,914		25,630
Total current liabilities	Total current liabilities	113,201		114,725		Total current liabilities	105,031		121,169

Deferred income	Deferred income	7,537		7,968		Deferred income	9,131		7,356
Deferred tax liability, net	Deferred tax liability, net	28,516		32,848		Deferred tax liability, net	27,086		27,873
Deferred compensation plan	Deferred compensation plan	2,759		3,326		Deferred compensation plan	2,630		2,849
Notes payable, net	Notes payable, net	88,961		52,669		Notes payable, net	112,118		89,680
Finance lease liabilities	Finance lease liabilities	41,915		43,479		Finance lease liabilities	1,857		1,962
Operating lease liabilities	Operating lease liabilities	21,041		23,477		Operating lease liabilities	20,259		20,082
Other liabilities	Other liabilities	2,876		—		Other liabilities	4,834		3,237
Total liabilities	Total liabilities	306,806		278,492		Total liabilities	282,946		274,208
Commitments and contingencies (note 10)	Commitments and contingencies (note 10)					Commitments and contingencies (note 10)
MEZZANINE EQUITY	MEZZANINE EQUITY					MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of September 30, 2022 and December 31, 2021		478,000		478,000
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022						Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of March 31, 2023 and December 31, 2022	478,000		478,000
Redeemable noncontrolling interests	Redeemable noncontrolling interests	1,732		69		Redeemable noncontrolling interests	1,669		1,614
EQUITY (DEFICIT)	EQUITY (DEFICIT)					EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,182,033 and 3,072,688 shares issued and 3,115,061 and 3,023,002 shares outstanding at September 30, 2022 and December 31, 2021, respectively		3		3
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,297,563 and 3,181,585 shares issued and 3,196,981 and 3,110,044 shares outstanding at March 31, 2023 and December 31, 2022, respectively						Common stock, 100,000,000 shares authorized, $0.001 par value, 3,297,563 and 3,181,585 shares issued and 3,196,981 and 3,110,044 shares outstanding at March 31, 2023 and December 31, 2022, respectively	3		3
Additional paid-in capital	Additional paid-in capital	297,069		294,395		Additional paid-in capital	298,118		297,715
Accumulated deficit	Accumulated deficit	(557,635)		(534,999)		Accumulated deficit	(576,212)		(568,482)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(471)		(1,206)		Accumulated other comprehensive income (loss)	(14)		78
Treasury stock, at cost, 66,972 and 49,686 shares at September 30, 2022 and December 31, 2021, respectively		(877)		(596)
Treasury stock, at cost, 100,582 and 71,541 shares at March 31, 2023 and December 31, 2022, respectively						Treasury stock, at cost, 100,582 and 71,541 shares at March 31, 2023 and December 31, 2022, respectively	(1,299)		(947)
Total equity (deficit) of the Company	Total equity (deficit) of the Company	(261,911)		(242,403)		Total equity (deficit) of the Company	(279,404)		(271,633)
Noncontrolling interests in consolidated entities	Noncontrolling interests in consolidated entities	572		638		Noncontrolling interests in consolidated entities	(121)		167
Total equity (deficit)	Total equity (deficit)	(261,339)		(241,765)		Total equity (deficit)	(279,525)		(271,466)
Total liabilities, mezzanine equity and equity (deficit)	Total liabilities, mezzanine equity and equity (deficit)	$	525,199	$	514,796	Total liabilities, mezzanine equity and equity (deficit)	$	483,090	$	482,356

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
REVENUE	REVENUE									REVENUE
Advisory services fees	Advisory services fees	$	12,255	$	10,143	$	36,026	$	30,132	Advisory services fees		$	12,303	$	11,802
Hotel management fees	Hotel management fees	12,876		7,750		33,474		18,737		Hotel management fees		12,187		7,178
Design and construction fees	Design and construction fees	6,276		2,202		15,538		5,611		Design and construction fees		6,929		4,524
Audio visual	Audio visual	26,159		15,108		87,101		28,170		Audio visual		40,357		24,965
Other	Other	10,391		13,104		33,902		35,899		Other		9,074		11,439
Cost reimbursement revenue	Cost reimbursement revenue	96,651		59,879		259,979		137,417		Cost reimbursement revenue		104,272		74,051
Total revenues	Total revenues	164,608		108,186		466,020		255,966		Total revenues		185,122		133,959
EXPENSES	EXPENSES									EXPENSES
Salaries and benefits	Salaries and benefits	21,328		13,793		54,776		46,961		Salaries and benefits		22,775		16,845
Cost of revenues for design and construction	Cost of revenues for design and construction	1,789		1,032		5,905		2,812		Cost of revenues for design and construction		2,866		1,910
Cost of revenues for audio visual	Cost of revenues for audio visual	19,884		11,353		61,042		22,611		Cost of revenues for audio visual		27,828		17,879
Depreciation and amortization	Depreciation and amortization	8,096		8,056		23,740		24,454		Depreciation and amortization		7,000		7,625
General and administrative	General and administrative	8,390		7,585		25,926		19,444		General and administrative		9,710		7,363
Impairment		—		1,160		—		1,160

Other	Other	5,750		4,758		16,886		13,428		Other		6,102		5,467
Reimbursed expenses	Reimbursed expenses	96,576		59,822		259,665		137,154		Reimbursed expenses		104,198		73,908
Total expenses	Total expenses	161,813		107,559		447,940		268,024		Total expenses		180,479		130,997
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)	2,795		627		18,080		(12,058)		OPERATING INCOME (LOSS)		4,643		2,962
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities	(147)		12		110		(160)		Equity in earnings (loss) of unconsolidated entities		(459)		190

Interest expense	Interest expense	(2,966)		(1,290)		(6,781)		(3,845)		Interest expense		(2,837)		(1,279)
Amortization of loan costs	Amortization of loan costs	(219)		(78)		(524)		(209)		Amortization of loan costs		(241)		(73)
Interest income	Interest income	76		72		195		207		Interest income		277		81

Realized gain (loss) on investments	Realized gain (loss) on investments	(3)		370		(74)		(3)		Realized gain (loss) on investments		(80)		(71)

Other income (expense)	Other income (expense)	(22)		29		(134)		(256)		Other income (expense)		493		147
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	(486)		(258)		10,872		(16,324)		INCOME (LOSS) BEFORE INCOME TAXES		1,796		1,957
Income tax (expense) benefit	Income tax (expense) benefit	(617)		(98)		(5,971)		1,550		Income tax (expense) benefit		(620)		(1,278)
NET INCOME (LOSS)	NET INCOME (LOSS)	(1,103)		(356)		4,901		(14,774)		NET INCOME (LOSS)		1,176		679
(Income) loss from consolidated entities attributable to noncontrolling interests	(Income) loss from consolidated entities attributable to noncontrolling interests	272		180		830		509		(Income) loss from consolidated entities attributable to noncontrolling interests		288		260
Net (income) loss attributable to redeemable noncontrolling interests	Net (income) loss attributable to redeemable noncontrolling interests	(158)		13		(290)		208		Net (income) loss attributable to redeemable noncontrolling interests		(155)		9
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(989)		(163)		5,441		(14,057)		NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY		1,309		948
Preferred dividends, declared and undeclared	Preferred dividends, declared and undeclared	(9,029)		(8,762)		(27,422)		(26,001)		Preferred dividends, declared and undeclared		(9,034)		(9,373)

Amortization of preferred stock discount		—		(306)		—		(933)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(10,018)	$	(9,231)	$	(21,981)	$	(40,991)	NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS		$	(7,725)	$	(8,425)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED	INCOME (LOSS) PER SHARE - BASIC AND DILUTED									INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:	Basic:									Basic:
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	(3.38)	$	(3.31)	$	(7.59)	$	(14.93)	Net income (loss) attributable to common stockholders		$	(2.59)	$	(3.00)
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	2,960		2,785		2,895		2,746		Weighted average common shares outstanding - basic		2,984		2,809
Diluted:	Diluted:									Diluted:
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	(3.38)	$	(3.64)	$	(7.64)	$	(14.93)	Net income (loss) attributable to common stockholders		$	(2.59)	$	(3.00)
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	2,960		2,982		2,960		2,746		Weighted average common shares outstanding - diluted		2,984		2,809

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022

NET INCOME (LOSS)	NET INCOME (LOSS)	$	(1,103)	$	(356)	$	4,901	$	(14,774)	NET INCOME (LOSS)		$	1,176	$	679
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX									OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation adjustment	Foreign currency translation adjustment	(214)		(8)		96		96		Foreign currency translation adjustment		(92)		(231)
Unrealized gain (loss) on restricted investment		—		(600)		—		(350)
Less reclassification for realized (gain) loss on restricted investment included in net income		—		5		—		378

COMPREHENSIVE INCOME (LOSS)	COMPREHENSIVE INCOME (LOSS)	(1,317)		(959)		4,997		(14,650)		COMPREHENSIVE INCOME (LOSS)		1,084		448
Comprehensive (income) loss attributable to noncontrolling interests	Comprehensive (income) loss attributable to noncontrolling interests	272		180		830		509		Comprehensive (income) loss attributable to noncontrolling interests		288		260
Comprehensive (income) loss attributable to redeemable noncontrolling interests	Comprehensive (income) loss attributable to redeemable noncontrolling interests	(158)		13		(290)		208		Comprehensive (income) loss attributable to redeemable noncontrolling interests		(155)		9
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	(1,203)	$	(766)	$	5,537	$	(13,933)	COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY		$	1,217	$	717

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(unaudited, in thousands)


		Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock					Redeemable Noncontrolling Interests				Common Stock				Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock				Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock			Redeemable Noncontrolling Interests
		Shares	Amount								Shares	Amount						Shares	Amount								Shares		Amount								Shares		Amount						Shares		Amount
Balance at June 30, 2022		3,116	$	3	$	295,461	$	(547,602)	$	(257)	(66)	$	(867)	$	459	$	(252,803)	19,120	$	478,000			$	1,509
Balance at December 31, 2022																					Balance at December 31, 2022	3,110				$	3	$	297,715	$	(568,482)	$	78	(71)		$	(947)	$	167	$	(271,466)	19,120		$	478,000	$	1,614

Equity-based compensation	Equity-based compensation	—	—		1,814		—		—		—	—		—		1,814		—	—				50		Equity-based compensation		116		—		410		—		—		—		—		—		410		—		—	67

Forfeiture of restricted common shares	Forfeiture of restricted common shares	(1)	—		10		—		—		(1)	(10)		—		—		—	—				—		Forfeiture of restricted common shares		(1)		—		11		—		—		(1)		(11)		—		—		—		—	—

Purchase of treasury stock																					Purchase of treasury stock	(28)				—		—		—		—		(28)		(341)		—		(341)		—		—		—

Dividends declared and undeclared - preferred stock	Dividends declared and undeclared - preferred stock	—	—		—		(9,029)		—		—	—		—		(9,029)		—	—				—		Dividends declared and undeclared - preferred stock		—		—		—		(9,034)		—		—		—		—		(9,034)		—		—	—

Employee advances	Employee advances	—	—		6		—		—		—	—		—		6		—	—				—		Employee advances		—		—		(18)		—		—		—		—		—		(18)		—		—	—

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

Redemption value adjustment	Redemption value adjustment	—	—		—		(15)		—		—	—		—		(15)		—	—				15		Redemption value adjustment		—		—		—		(5)		—		—		—		—		(5)		—		—	5

Distributions to consolidated noncontrolling interests																					Distributions to consolidated noncontrolling interests	—				—		—		—		—		—		—		—		—		—		—		(172)
Foreign currency translation adjustment	Foreign currency translation adjustment	—	—		—		—		(214)		—	—		—		(214)		—	—				—		Foreign currency translation adjustment		—		—		—		—		(92)		—		—		—		(92)		—		—	—

Net income (loss)	Net income (loss)	—	—		—		(989)		—		—	—		(272)		(1,261)		—	—				158		Net income (loss)		—		—		—		1,309		—		—		—		(288)		1,021		—		—	155
Balance at September 30, 2022		3,115	$	3	$	297,069	$	(557,635)	$	(471)	(67)	$	(877)	$	572	$	(261,339)	19,120	$	478,000			$	1,732

Balance at March 31, 2023																					Balance at March 31, 2023	3,197				$	3	$	298,118	$	(576,212)	$	(14)	(100)		$	(1,299)	$	(121)	$	(279,525)	19,120		$	478,000	$	1,669

Common Stock Additional Paid-in Capital Accumulated
Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests in Consolidated Entities Total Convertible Preferred Stock Redeemable Noncontrolling Interests
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2021 3,023 $ 3 $ 294,395 $ (534,999) $ (1,206) (49) $ (596) $ 638 $ (241,765) 19,120 $ 478,000 $ 69
Equity-based compensation 110 — 3,354 — — — — — 3,354 — — 112
Forfeiture of restricted common shares (3) — 40 — — (3) (40) — — — — —
Purchase of treasury stock (15) — — — — (15) (241) — (241) — — —
Acquisition of Chesapeake — — — — — — — — — — — 1,390
Dividends declared and undeclared - preferred stock — — — (27,422) — — — — (27,422) — — —
Employee advances — — (251) — — — — — (251) — — —
Contributions from noncontrolling interests — — — — — — — 327 327 — — —
Reallocation of carrying value — — (469) — — — — 469 — — — —
Redemption value adjustment — — — (16) — — — — (16) — — 16
Distributions to consolidated noncontrolling interests — — — — — — — (32) (32) — — (145)
Foreign currency translation adjustment — — — — 96 — — — 96 — — —
Other — — — (639) 639 — — — — — — —
Net income (loss) — — — 5,441 — — — (830) 4,611 — — 290
Balance at September 30, 2022 3,115 $ 3 $ 297,069 $ (557,635) $ (471) (67) $ (877) $ 572 $ (261,339) 19,120 $ 478,000 $ 1,732

Common Stock Additional Paid-in Capital Accumulated
Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests in Consolidated Entities Total Convertible Preferred Stock Redeemable Noncontrolling Interests
Shares Amount Shares Amount Shares Amount
Balance at June 30, 2021 3,023 $ 3 $ 292,534 $ (520,787) $ (429) (48) $ (582) $ 251 $ (229,010) 19,120 $ 477,574 $ 94
Equity-based compensation — — 868 — — — — — 868 — — —
Forfeiture of restricted common shares (1) — 9 — — (1) (9) — — — — —
Amortization of preferred stock discount — — — (306) — — — — (306) — 306 —
Dividends declared and undeclared - preferred stock — — — (8,762) — — — — (8,762) — — —
Deferred compensation plan distribution 1 — 13 — — — — — 13 — — —
Employee advances — — 141 — — — — — 141 — — —
Contributions from noncontrolling interests — — — — — — — 367 367 — — —
Acquisition of noncontrolling interest in consolidated entities — — (2) 5 — — — — 3 — — —
Reallocation of carrying value — — (1) — — — — 1 — — — —
Redemption value adjustment — — — 21 — — — — 21 — — (21)
Foreign currency translation adjustment — — — — (8) — — — (8) — — —
Unrealized gain (loss) on available for sale securities — — — — (600) — — — (600) — — —
Reclassification for realized loss (gain) on available for sale securities — — — — 5 — — — 5 — — —
Net income (loss) — — — (163) — — — (180) (343) — — (13)
Balance at September 30, 2021 3,023 $ 3 $ 293,562 $ (529,992) $ (1,032) (49) $ (591) $ 439 $ (237,611) 19,120 $ 477,880 $ 60

Common Stock Additional Paid-in Capital Accumulated
Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests in Consolidated Entities Total Convertible Preferred Stock Redeemable Noncontrolling Interests
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2020 2,868 $ 3 $ 293,597 $ (491,483) $ (1,156) (32) $ (438) $ (121) $ (199,598) 19,120 $ 476,947 $ 1,834
Equity-based compensation 169 — 3,395 — — — — 3 3,398 — — —
Forfeiture of restricted common shares (3) — 32 — — (3) (32) — — — — —
Purchase of treasury stock (14) — — — — (14) (121) — (121) — — —
Amortization of preferred stock discount — — — (933) — — — — (933) — 933 —
Dividends declared and undeclared - preferred stock — — — (26,001) — — — — (26,001) — — —
Deferred compensation plan distribution 3 — 39 — — — — — 39 — — —
Employee advances — — 190 — — — — — 190 — — —
Contributions from noncontrolling interests — — — — — — — 367 367 — — —
Acquisition of noncontrolling interest in consolidated entities — — (3,317) 2,564 — — — 325 (428) — — (1,648)
Reallocation of carrying value — — (374) — — — — 374 — — — —
Redemption value adjustment — — — (82) — — — — (82) — — 82
Foreign currency translation adjustment — — — — 96 — — — 96 — — —
Unrealized gain (loss) on available for sale securities — — — — (350) — — — (350) — — —
Reclassification for realized loss (gain) on available for sale securities — — — — 378 — — — 378 — — —
Net income (loss) — — — (14,057) — — — (509) (14,566) — — (208)
Balance at September 30, 2021 3,023 $ 3 $ 293,562 $ (529,992) $ (1,032) (49) $ (591) $ 439 $ (237,611) 19,120 $ 477,880 $ 60


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


Equity-based compensation	100	—		693		—		—		—	—		—		693		—	—		7

Forfeiture of restricted common shares	(1)	—		2		—		—		(1)	(2)		—		—		—	—		—
Purchase of treasury stock	(13)	—		—		—		—		(13)	(218)		—		(218)		—	—		—











Dividends declared and undeclared - preferred stock	—	—		—		(9,373)		—		—	—		—		(9,373)		—	—		—


Employee advances	—	—		(246)		—		—		—	—		—		(246)		—	—		—





Redemption value adjustment	—	—		—		(13)		—		—	—		—		(13)		—	—		13

Foreign currency translation adjustment	—	—		—		—		(231)		—	—		—		(231)		—	—		—


Other	—	—		—		(639)		639		—	—		—		—		—	—		—



Net income (loss)	—	—		—		948		—		—	—		(260)		688		—	—		(9)


Balance at March 31, 2022	3,109	$	3	$	294,844	$	(544,076)	$	(798)	(63)	$	(816)	$	378	$	(250,465)	19,120	$	478,000	$	80

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


		Nine Months Ended September 30,				Three Months Ended March 31,
		2022		2021				2023		2022
Cash Flows from Operating Activities	Cash Flows from Operating Activities						Cash Flows from Operating Activities
Net income (loss)	Net income (loss)	$	4,901	$	(14,774)		Net income (loss)	$	1,176	$	679
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:	Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	28,431		28,942			Depreciation and amortization	8,528		9,127

Change in fair value of deferred compensation plan	Change in fair value of deferred compensation plan	(567)		1,190			Change in fair value of deferred compensation plan	(220)		111

Equity-based compensation	Equity-based compensation	3,591		3,650			Equity-based compensation	489		749
Equity in (earnings) loss in unconsolidated entities	Equity in (earnings) loss in unconsolidated entities	(110)		160			Equity in (earnings) loss in unconsolidated entities	459		(190)
Deferred tax expense (benefit)	Deferred tax expense (benefit)	(3,622)		(5,169)			Deferred tax expense (benefit)	(787)		(1,339)
Change in fair value of contingent consideration	Change in fair value of contingent consideration	300		23			Change in fair value of contingent consideration	780		—
Impairment		—		1,160

(Gain) loss on disposal of assets	(Gain) loss on disposal of assets	837		1,321			(Gain) loss on disposal of assets	1,017		769
Amortization of other assets	Amortization of other assets	497		863			Amortization of other assets	166		166
Amortization of loan costs	Amortization of loan costs	524		209			Amortization of loan costs	241		73
Realized loss on restricted investments		74		378
Realized loss on restricted investment							Realized loss on restricted investment	80		71

Other (gain) loss	Other (gain) loss	70		(306)			Other (gain) loss	(57)		(155)

Changes in operating assets and liabilities, exclusive of the effect of acquisitions:	Changes in operating assets and liabilities, exclusive of the effect of acquisitions:						Changes in operating assets and liabilities, exclusive of the effect of acquisitions:
Accounts receivable	Accounts receivable	(9,643)		(3,924)			Accounts receivable	(8,272)		(4,592)
Due from affiliates	Due from affiliates	(91)		(160)			Due from affiliates	(14)		(124)
Due from Ashford Trust	Due from Ashford Trust	(1,908)		11,130			Due from Ashford Trust	(7,390)		(1,017)
Due from Braemar	Due from Braemar	(8,418)		(274)			Due from Braemar	9,237		(1,795)
Inventories	Inventories	(361)		(630)			Inventories	(21)		(257)
Prepaid expenses and other	Prepaid expenses and other	3,804		680			Prepaid expenses and other	2,923		2,484
Investment in unconsolidated entities		150		68

Operating lease right-of-use assets	Operating lease right-of-use assets	2,580		2,753			Operating lease right-of-use assets	999		926
Other assets	Other assets	(3)		38			Other assets	(23)		7
Accounts payable and accrued expenses	Accounts payable and accrued expenses	7,627		(5,499)			Accounts payable and accrued expenses	(19,567)		(12,773)
Due to affiliates	Due to affiliates	232		(1,461)			Due to affiliates	2		21
Due to Ashford Trust							Due to Ashford Trust	(747)		—

Other liabilities		724		(3,338)
Claims liabilities and other							Claims liabilities and other	2,952		2,811
Operating lease liabilities	Operating lease liabilities	(2,589)		(2,760)			Operating lease liabilities	(994)		(930)
Deferred income	Deferred income	(2,943)		(1,908)			Deferred income	1,600		(524)

Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	24,087		12,362			Net cash provided by (used in) operating activities	(7,443)		(5,702)
Cash Flows from Investing Activities	Cash Flows from Investing Activities						Cash Flows from Investing Activities

Additions to property and equipment	Additions to property and equipment	(5,146)		(3,394)			Additions to property and equipment	(5,126)		(1,737)
Proceeds from sale of property and equipment, net	Proceeds from sale of property and equipment, net	418		2,205			Proceeds from sale of property and equipment, net	25		406

Cash acquired in asset acquisition of RHC							Cash acquired in asset acquisition of RHC	849		—
Acquisition of Alii Nui, net of cash acquired							Acquisition of Alii Nui, net of cash acquired	(6,702)		—

Investment in unconsolidated entity							Investment in unconsolidated entity	—		(400)

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

Purchase of common stock of related parties		—		(873)
Acquisition of assets related to RED		(2,856)		(2,335)
Proceeds from sale of equity method investment		—		535

Proceeds from note receivable	Proceeds from note receivable	1,380		—			Proceeds from note receivable	—		1,380
Issuance of note receivable	Issuance of note receivable	—		(2,881)			Issuance of note receivable	(361)		—
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(12,967)		(6,993)			Net cash provided by (used in) investing activities	(11,315)		(351)
				(Continued)						(Continued)


		Nine Months Ended September 30,				Three Months Ended March 31,
		2022		2021				2023		2022

Cash Flows from Financing Activities	Cash Flows from Financing Activities						Cash Flows from Financing Activities

Payments for dividends on preferred stock	Payments for dividends on preferred stock	(35,219)		(8,353)			Payments for dividends on preferred stock	(8,699)		—
Payments on revolving credit facilities	Payments on revolving credit facilities	(2,910)		(620)			Payments on revolving credit facilities	—		(746)
Borrowings on revolving credit facilities	Borrowings on revolving credit facilities	1,092		469			Borrowings on revolving credit facilities	3		131
Proceeds from notes payable	Proceeds from notes payable	68,674		2,900			Proceeds from notes payable	20,011		61
Payments on notes payable	Payments on notes payable	(30,062)		(7,769)			Payments on notes payable	(1,207)		(1,555)
Payments on finance lease liabilities	Payments on finance lease liabilities	(918)		(255)			Payments on finance lease liabilities	(101)		(208)
Payments of loan costs	Payments of loan costs	(2,694)		(116)			Payments of loan costs	(52)		(61)
Purchase of treasury stock	Purchase of treasury stock	(241)		(121)			Purchase of treasury stock	(341)		(218)
Employee advances	Employee advances	(251)		190			Employee advances	(18)		(246)

Contributions from noncontrolling interest		327		367

Distributions to noncontrolling interests in consolidated entities	Distributions to noncontrolling interests in consolidated entities	(177)		—			Distributions to noncontrolling interests in consolidated entities	(172)		—
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(2,379)		(13,308)			Net cash provided by (used in) financing activities	9,424		(2,842)
Effect of foreign exchange rate changes on cash and cash equivalents	Effect of foreign exchange rate changes on cash and cash equivalents	(5)		37			Effect of foreign exchange rate changes on cash and cash equivalents	23		(3)
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	8,736		(7,902)			Net change in cash, cash equivalents and restricted cash	(9,311)		(8,898)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	72,449		82,666			Cash, cash equivalents and restricted cash at beginning of period	81,448		72,449
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	81,185	$	74,764		Cash, cash equivalents and restricted cash at end of period	$	72,137	$	63,551

Supplemental Cash Flow Information	Supplemental Cash Flow Information						Supplemental Cash Flow Information
Interest paid	Interest paid	$	6,556	$	3,624		Interest paid	$	2,950	$	989
Income taxes paid (refunded), net	Income taxes paid (refunded), net	4,137		3,370			Income taxes paid (refunded), net	1,763		(10)
Supplemental Disclosure of Non-Cash Investing and Financing Activities	Supplemental Disclosure of Non-Cash Investing and Financing Activities						Supplemental Disclosure of Non-Cash Investing and Financing Activities

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

Acquisition of Alii Nui through issuance of RED Units							Acquisition of Alii Nui through issuance of RED Units	$	2,000	$	—

Acquisition related contingent consideration liability		1,670		—
Distribution from deferred compensation plan		—		39

Capital expenditures accrued but not paid	Capital expenditures accrued but not paid	317		111			Capital expenditures accrued but not paid	378		237

Finance lease additions	Finance lease additions	585		—			Finance lease additions	25		—

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

Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash	Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash						Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	$	37,571	$	45,270		Cash and cash equivalents at beginning of period	$	44,390	$	37,571
Restricted cash at beginning of period	Restricted cash at beginning of period	34,878		37,396			Restricted cash at beginning of period	37,058		34,878
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	$	72,449	$	82,666		Cash, cash equivalents and restricted cash at beginning of period	$	81,448	$	72,449

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	44,071	$	40,210		Cash and cash equivalents at end of period	$	37,004	$	29,827
Restricted cash at end of period	Restricted cash at end of period	37,114		34,554			Restricted cash at end of period	35,133		33,724
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	81,185	$	74,764		Cash, cash equivalents and restricted cash at end of period	$	72,137	$	63,551

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

Ashford Inc. (the “Company,” “we,” “us” or “our”) is, a Nevada corporation, is an alternative asset management company with a portfolio of strategic operating businesses that provides products and services primarily to clients in the real estate and hospitality ~~industry,~~industries, including Ashford Hospitality Trust, Inc. (“Ashford Trust”) and Braemar Hotels & Resorts, Inc. (“Braemar”). We became a public company in November 2014, and our common stock is listed on the NYSE American LLC (“NYSE American”).

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

We are currently the advisor for Ashford Trust and Braemar. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar and their respective hotels from an ownership perspective, in each case subject to the respective advisory agreements and the supervision and oversight of the respective boards of directors of Ashford Trust and Braemar. Ashford Trust is focused on investing in full-service hotels in the upscale and upper upscale segments in the United States that have revenue per available room (“RevPAR”) generally less than twice the U.S. national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Each of Ashford Trust and Braemar is a real estate investment trust (“REIT”) as defined in the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and the common stock of each of Ashford Trust and Braemar is traded on the New York Stock Exchange (the “NYSE”).

We provide the personnel and services that we believe are necessary for each of Ashford Trust and Braemar to conduct their respective businesses. We may also perform similar functions for new or additional platforms. In our capacity as an advisor, we are not responsible for managing the day-to-day operations of ~~the~~Ashford Trust or Braemar’s 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~~such hotel ~~properties owned by Ashford Trust and Braemar.~~properties. Additionally, Remington Lodging & Hospitality, LLC (“Remington”), a subsidiary of the Company, operates certain hotel properties ~~owned by~~for Ashford Trust, Braemar and ~~third-parties. As of September 30, 2022, Remington provided hotel management services to 117 hotels, 44 of which were owned by third-parties.~~third parties.

~~Shareholder Rights Plan~~

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

Other Developments

On ~~March 10, 2022,~~January 3, 2023, the Company acquired Remington Hotel Corporation (“RHC”), an affiliate owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. The purchase price paid was de minimis. The transaction was accounted for as an asset acquisition. See note 15.

On February 1, 2023, the Company, Ashford Trust and Braemar (collectively, the “Parties” and each individually a “Party”) entered into a ~~Limited Waiver Under Advisory~~Third Amended and Restated Contribution Agreement ~~(“Braemar Limited Waiver”)~~ with ~~Braemar, Braemar Hospitality Limited Partnership (“Braemar OP”), Braemar TRS Corporation (“Braemar TRS”) and~~respect to the funding of certain operating expenses of Ashford Securities LLC,~~. On March 15, 2022,~~ a subsidiary of the Company ~~entered into~~(“Ashford Securities”). The Third Amended and Restated Contribution Agreement states that after reaching the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023 (the “Amended and Restated True-Up Date”) capital contributions to Ashford Securities for the remainder of fiscal year 2023 will be divided between each Party based on the actual amount of capital raised by such Party through Ashford Securities. Thereafter on a ~~Limited Waiver Under Advisory Agreement~~ ~~(the “Ashford Trust Limited Waiver” and together~~yearly basis at year-end, starting with the ~~Braemar Limited Waiver,~~year-end of 2023, there will be a true-up between the ~~“Limited Waivers”)~~ ~~with~~Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 19, 2019 (the resulting ratio of capital contributions among the Company, Ashford Trust ~~Ashford~~and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year.

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

On ~~April~~March 17, 2023, RED Hospitality & Leisure LLC (“RED”) acquired certain privately held entities and assets associated with the Alii Nui and Maui Dive Shop (“Alii Nui”), which provides luxury sailing and watersports experiences in Maui, Hawaii, for a total purchase price of $11.0 million, excluding working capital adjustments. The purchase price consisted of $8.0 million in cash, subject to certain adjustments, $1.0 million of contingent consideration and 80,000 Preferred Units issued by RED (the “RED Units”) issued at $25 per unit for a total liquidation value of $2.0 million. See note 4.

On March 24, 2023, Inspire Event Technologies Holdings, LLC (“INSPIRE”) amended its credit agreement dated as of November 1, ~~2022,~~2017 (the “INSPIRE Amendment”). The INSPIRE Amendment increased the ~~Company entered into~~maximum borrowing capacity under INSPIRE’s revolving credit facility (the “Revolving Note”) from $3.0 million to $6.0 million, provides for a ~~Credit Agreement (the “Credit Agreement”) with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences a~~$20.0 million senior secured term loan ~~facility (the “Credit Facility”~~(“Term Note”) and an equipment note (“Equipment Note” and together with the Revolving Note and the Term Note, the “Notes”) pursuant to which, until September 24, 2027, INSPIRE may request advances up to $4.0 million in the ~~amount~~aggregate to purchase new machinery or equipment to be used in the ordinary course of ~~$100.0 million, including a $50.0 million term loan funded on~~business. The INSPIRE Amendment extended the ~~closing~~maturity date of ~~the Credit Facility (the “Closing Date”) and commitments~~INSPIRE’s Notes from January 1, 2024 to ~~fund up to an additional $50.0 million of term loans in up to five separate borrowings within~~March 24, ~~months after the Closing Date, subject to certain conditions. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility.~~2028. See note 6.

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

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

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

2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation—The accompanying historical unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These condensed consolidated financial statements include the accounts of Ashford Inc., its majority-owned subsidiaries and entities ~~which~~that 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 ~~2021~~2022 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March ~~25, 2022.~~17, 2023.

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

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

A variable interest entity (“VIE”) must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. We determine whether we are the primary beneficiary of a VIE upon our initial involvement with the VIE and we reassess whether we are the primary beneficiary of a VIE on an ongoing basis. Our determination of whether we are the primary beneficiary of a VIE is based upon the facts and circumstances for each VIE and requires significant judgment.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Noncontrolling Interests—The following tables present information about noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (in thousands):


		September 30, 2022					March 31, 2023
		Ashford Holdings			OpenKey (3)			Pure Wellness (4)			Ashford Holdings			OpenKey (3)		Pure Wellness (4)
Ashford Inc. ownership interest	Ashford Inc. ownership interest	99.87		%	76.79	%		70.00	%	Ashford Inc. ownership interest	99.48		%	76.78	%	70.00	%
Redeemable noncontrolling interests (1) (2)	Redeemable noncontrolling interests (1) (2)	0.13		%	—	%		—	%	Redeemable noncontrolling interests (1) (2)	0.52		%	—	%	—	%
Noncontrolling interests in consolidated entities	Noncontrolling interests in consolidated entities	—		%	23.21	%		30.00	%	Noncontrolling interests in consolidated entities	—		%	23.22	%	30.00	%
		100.00		%	100.00	%		100.00	%		100.00		%	100.00	%	100.00	%

Carrying value of redeemable noncontrolling interests	Carrying value of redeemable noncontrolling interests	$	1,732		n/a			n/a		Carrying value of redeemable noncontrolling interests	$	1,669		n/a		n/a

Redemption value adjustment, year-to-date	Redemption value adjustment, year-to-date	16			n/a			n/a		Redemption value adjustment, year-to-date	5			n/a		n/a
Redemption value adjustment, cumulative	Redemption value adjustment, cumulative	597			n/a			n/a		Redemption value adjustment, cumulative	618			n/a		n/a
Carrying value of noncontrolling interests	Carrying value of noncontrolling interests	n/a			601			(29)		Carrying value of noncontrolling interests	n/a			46		(167)
Assets, available only to settle subsidiary’s obligations (5)	Assets, available only to settle subsidiary’s obligations (5)	n/a			3,140			1,178		Assets, available only to settle subsidiary’s obligations (5)	n/a			1,975		1,342
Liabilities (6)	Liabilities (6)	n/a			669			1,541		Liabilities (6)	n/a			849		2,039

Notes payable (6)										Notes payable (6)	n/a			99		—
Revolving credit facility (6)	Revolving credit facility (6)	n/a			—			150		Revolving credit facility (6)	n/a			—		150

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~


		December 31, 2021					December 31, 2022
		Ashford Holdings			OpenKey (3)			Pure Wellness (4)			Ashford Holdings			OpenKey (3)		Pure Wellness (4)
Ashford Inc. ownership interest	Ashford Inc. ownership interest	99.87		%	75.38	%		70.00	%	Ashford Inc. ownership interest	99.87		%	76.79	%	70.00	%
Redeemable noncontrolling interests (1) (2)	Redeemable noncontrolling interests (1) (2)	0.13		%	—	%		—	%	Redeemable noncontrolling interests (1) (2)	0.13		%	—	%	—	%
Noncontrolling interests in consolidated entities	Noncontrolling interests in consolidated entities	—		%	24.62	%		30.00	%	Noncontrolling interests in consolidated entities	—		%	23.21	%	30.00	%
		100.00		%	100.00	%		100.00	%		100.00		%	100.00	%	100.00	%

Carrying value of redeemable noncontrolling interests	Carrying value of redeemable noncontrolling interests	$	69		n/a			n/a		Carrying value of redeemable noncontrolling interests	$	1,614		n/a		n/a
Redemption value adjustment, year-to-date	Redemption value adjustment, year-to-date	96			n/a			n/a		Redemption value adjustment, year-to-date	32			n/a		n/a
Redemption value adjustment, cumulative	Redemption value adjustment, cumulative	581			n/a			n/a		Redemption value adjustment, cumulative	613			n/a		n/a
Carrying value of noncontrolling interests	Carrying value of noncontrolling interests	n/a			479			159		Carrying value of noncontrolling interests	n/a			273		(106)
Assets, available only to settle subsidiary’s obligations (5)	Assets, available only to settle subsidiary’s obligations (5)	n/a			2,533			1,779		Assets, available only to settle subsidiary’s obligations (5)	n/a			2,114		1,580
Liabilities (6)	Liabilities (6)	n/a			424			1,643		Liabilities (6)	n/a			1,078		2,048

Revolving credit facility (6)	Revolving credit facility (6)	n/a			—			100		Revolving credit facility (6)	n/a			—		150

________

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

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

(3) Represents ownership interests in OpenKey, Inc. (“OpenKey”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a ~~hospitality focused~~hospitality-focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms. ~~On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. See note 6.~~

(4) Represents ownership interests in PRE Opco, LLC (“Pure Wellness”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality and commercial office industry. See note 11.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

Investments in Unconsolidated Entities—We hold “investments in unconsolidated entities” in our condensed consolidated balance sheets, which are considered to be variable interests and voting interests in the underlying entities. Certain of our investments in variable interests are not consolidated because we have determined that we are not the primary beneficiary. Certain other investments are not consolidated as the underlying entity does not meet the definition of a VIE and we do not control more than 50% of the voting interests. We review our “investments in unconsolidated entities” for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. No such impairment was recorded during the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022. We account for the investment at estimated fair value based on recent observable transactions as we do not exercise significant influence over the entity. No equity in earnings (loss) of unconsolidated entities due to a change in fair value of the investment was recognized during the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022. In the event that the assumptions used to estimate fair value change in the future, we may be required to record an impairment charge related to this investment.

Our investment in Real Estate Advisory Holdings LLC (“REA Holdings”) is accounted for under the equity method as we have significant influence over the voting interest entity. We have an option to acquire an additional 50% of the ownership interests in REA Holdings for $12.5 million beginning on January 1, 2022, which expires on the later of (i) February 28, 2024 and (ii) 30 business days following the completion date of the Company’s preliminary audit for calendar year 2023.

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


		September 30, 2022			December 31, 2021				March 31, 2023			December 31, 2022
Carrying value of the investment in REA Holdings	Carrying value of the investment in REA Holdings	$	2,791		$	2,831		Carrying value of the investment in REA Holdings	$	2,607		$	3,067
Ownership interest in REA Holdings	Ownership interest in REA Holdings	30		%	30		%	Ownership interest in REA Holdings	30		%	30		%

The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
Equity in earnings (loss) in unconsolidated entities REA Holdings $ (147) $ (3) $ 110 $ (21)

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


	Three Months Ended March 31,
		2023		2022
Equity in earnings (loss) in unconsolidated entities REA Holdings		$	(459)	$	190

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

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

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
REIT Advisory:	REIT Advisory:					REIT Advisory:
Insurance claim reserves (1)	Insurance claim reserves (1)	$	25,616	$	24,588	Insurance claim reserves (1)	$	25,427	$	23,471

Remington:	Remington:					Remington:
Managed hotel properties’ reserves (2)	Managed hotel properties’ reserves (2)	9,584		6,923		Managed hotel properties’ reserves (2)	5,429		11,464
Insurance claim reserves (3)	Insurance claim reserves (3)	859		1,312		Insurance claim reserves (3)	4,277		2,123
Total Remington restricted cash	Total Remington restricted cash	10,443		8,235		Total Remington restricted cash	9,706		13,587

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

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

Total restricted cash	Total restricted cash	$	37,114	$	34,878	Total restricted cash	$	35,133	$	37,058

________

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

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

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

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

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

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

Accounts Receivable—Accounts receivable consists primarily of receivables from customers of audio visual ~~services.~~services and third-party owned properties managed by Remington. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments for services. The allowance is ~~recorded~~maintained at a level adequate to absorb estimated receivable losses. The estimate is based on ~~management’s judgment regarding our ability to collect as well as the age of the receivables. Accounts~~past receivable ~~are written off when they are deemed uncollectible.~~ loss experience, known and inherent credit risks, current economic conditions and other relevant factors, including specific reserves for certain accounts.

Notes Receivable—As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, accounts receivable also includes~~2022, we had a note receivable due to Remington ~~of approximately~~for $1.5 million that matures on January 31, 2024. The interest rate on the note receivable is 10% per annum with payments of interest payable quarterly commencing March 31, 2023. As of March 31, 2023 and ~~$2.9~~December 31, 2022, the outstanding principal balance is included in “Prepaid expenses and other” and “Other assets, net,” respectively, in our condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, we had a note receivable from an affiliate BP Annex Dev LLC for $913,000, and $535,000, respectively. BP Annex Dev LLC has the ability to borrow an additional $108,000 for a maximum note commitment of $1.0 million ~~respectively.~~

~~Table~~from the Company. The note bears interest at 8.00% per annum, compounding annually. Interest is paid in-kind and added to the outstanding principal balance until the note maturity date of ~~Contents~~November 11, 2026. The note receivable is recorded in “other assets, net” in our condensed consolidated balance sheet.

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Property and Equipment, net—Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We record property and equipment at cost.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, property and equipment, net of accumulated depreciation, included ~~assets related to Marietta’s finance lease of $40.6 million and $41.6 million,~~ enhanced return funding program (“ERFP”) ~~furniture fixture & equipment (“FF&E”)~~assets of ~~$9.9~~$3.9 million and ~~$12.4~~$5.9 million, audio visual equipment at INSPIRE of ~~$6.5~~$10.3 million and ~~$7.0~~$8.8 million and marine vessels at RED ~~Hospitality & Leisure, LLC (“RED”)~~ of ~~$13.3~~$16.7 million and ~~$12.8~~$14.2 million, respectively.

Claims Liabilities and Other ~~Liabilities~~—As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, claims liabilities and other ~~current liabilities~~ included reserves in the amount of ~~$25.6~~$25.4 million and ~~$24.6~~$23.5 million, respectively, related primarily to Ashford Trust and Braemar properties’ insurance claims and related fees. The liability for casualty insurance claims and related fees is established based upon an analysis of historical data and actuarial estimates. We record the related funds received from Ashford Trust and Braemar in “restricted cash” in our condensed consolidated balance sheets. As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, claims liabilities and other ~~liabilities~~ also included ~~$1.0~~$4.0 million and ~~$1.3~~$2.2 million, respectively, relating to reserves for Remington health insurance ~~claims.~~ claims and, as of March 31, 2023, a contingent consideration liability of $500,000 from the Company’s acquisition of Alii Nui. See notes 4 and 8.

Other Liabilities—As of ~~September 30,~~March 31, 2023, other liabilities included the contingent consideration liability from the Company’s acquisition of Chesapeake Hospitality (“Chesapeake”) of $3.1 million, $500,000 of contingent consideration and $300,000 of cash held in escrow payable to the sellers of Alii Nui, subject to certain conditions, related to the Company’s acquisition of Alii Nui (see notes 4 and 8), and an uncertain tax position of $934,000. As of December 31, 2022, other liabilities ~~non-current of $2.9 million includes~~included a liability for contingent consideration from the Company’s acquisition of Chesapeake of ~~$2.0~~$2.3 million and ~~$906,000 related to~~ an uncertain tax position ~~liability.~~liability of $917,000.

Revenue Recognition—See note 3.

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

The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our portfolio companies file income tax returns in the U.S. federal jurisdiction and various states and cities, beginning in 2017, in Mexico and the Dominican Republic and, beginning in 2018, in the U.S. Virgin Islands. Tax years ~~2017~~2018 through ~~2021~~2022 remain subject to potential examination by certain federal and state taxing authorities.

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

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

1513

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Recently ~~Issued~~Adopted Accounting Standards—In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”). ASU 2019-10 revised the mandatory adoption date for public business entities that meet the definition of a smaller reporting company to be effective for fiscal years beginning after December 15, 2022. ~~Early adoption is permitted.~~ We ~~are currently evaluating the impact~~adopted ASU 2016-13 and ASU 2019-10 ~~may~~effective January 1, 2023 and the adoption did not have a material impact on our condensed consolidated financial statements and related disclosures.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), which provides optional guidance through December 31, 2022 to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which further clarified the scope of the reference rate reform optional practical expedients and exceptions outlined in Topic 848. The amendments in ASU Nos. 2020-04 and 2021-01 apply to contract modifications that replace a reference rate affected by reference rate reform, providing optional expedients regarding the measurement of hedge effectiveness in hedging relationships that have been modified to replace a reference rate. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848) (“ASU 2022-06”), which deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The Company applied the optional expedient in evaluating debt modifications converting from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”). The Company adopted the standards upon the respective effective dates. There was no material impact as a result of this adoption.

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

3. Revenues

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

We determine revenue recognition through the following steps:

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

•Identification of the performance obligations in the contract

•Determination of the transaction price

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

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

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

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

Advisory Services Fees Revenue

Advisory services fees revenue is reported within our REIT Advisory segment and primarily consists of advisory fees that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees.

For Ashford Trust, ~~from January 1, 2021 through January 14, 2021,~~ the base fee ~~ranged from 0.50%~~is paid monthly in an amount equal to 1/12th of 0.70% ~~per annum~~ of ~~the~~Ashford Trust’s total market capitalization ~~ranging from greater than $10.0 billion to less than $6.0 billion~~ plus the Net Asset Fee Adjustment, ~~(as~~as defined in the Amended and Restated Advisory Agreement with Ashford Trust, dated June 10, 2015, as amended), subject to certain minimums. On January 14, 2021, the Company entered into the Second Amended and Restated Advisory Agreement with Ashford Trust. The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement to, among other things, fix the percentage used to calculate the base fee thereunder at 0.70% per annum.

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

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

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

For Braemar, the base fee is paid monthly ~~and is fixed at~~in an amount equal to 1/12th of 0.70% of Braemar’s total market capitalization plus the Net Asset Fee Adjustment, as defined in our Fifth Amended and Restated Advisory Agreement with Braemar, as amended, subject to certain minimums.

Incentive advisory fees are measured annually in each year that Ashford Trust’s and/or Braemar’s annual total stockholder return exceeds the average annual total stockholder return for each company’s respective peer group, subject to the Fixed Charge Coverage Ratio Condition (the “FCCR Condition”), as defined in the respective advisory agreements. Incentive advisory fees are paid over a three-year period and each payment is subject to the FCCR Condition, which relates to the ratio of

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adjusted EBITDA to fixed charges for Ashford Trust or Braemar, as applicable. Incentive advisory fees are a form of variable consideration and therefore must be (i) deferred until such fees are probable of not being subject to significant reversal, and (ii) tied to a performance obligation in the contract with the customer so that revenue recognition depicts the transfer of the related advisory services to the customer. Accordingly, the Company does not record incentive advisory fee revenue in interim periods prior to the fourth quarter of the year in which the incentive fee is measured. The first year installment of incentive advisory fees will generally be recognized only upon measurement in the fourth quarter of the first year of the ~~three year~~three-year period. The ~~second~~second- and ~~third year~~third-year installments of incentive advisory fees are recognized as revenue on a pro-rata basis each quarter subject to meeting the FCCR Condition. ~~Ashford Trust and Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021, 2020 and 2019 measurement periods.~~

Hotel Management Fees Revenue

Hotel management fees revenue is reported within our Remington segment and primarily consists of base management fees, incentive management fees and other management fees. Base management fees, incentive management fees and other management fees are recognized when services have been rendered. For hotels owned by Ashford Trust and Braemar, Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, pursuant to Remington’s hotel management agreements, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). Remington additionally receives an incentive management fee for hotels owned by Ashford Trust and Braemar whenever a hotel’s gross operating profit (“GOP”) exceeds the hotel’s budgeted GOP. The incentive fee is equal to the lesser of 1% of each hotel’s annual gross revenue or the amount by which the respective hotel’s ~~gross operating profit~~GOP exceeds the hotel’s budgeted ~~gross operating profit.~~GOP. The base management fees and incentive management fees that Remington receives for third-party owned ~~hotels~~properties vary by property. Other management fees ~~include~~primarily includes fees for health insurance programs administered on behalf of certain third-party properties. Health insurance program fees are recognized monthly at rates which approximate market rates for similar plans provided by independent insurance companies. Other management fees additionally includes fixed monthly accounting fees and fees for revenue management ~~fees for managing hotel employees and the daily operations of the hotels.~~services at certain third-party properties.

Design and Construction Fees Revenue

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

Audio Visual Revenue

Audio visual revenue primarily consists of revenue generated within our INSPIRE segment by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers. Revenue is recognized in the period in which services are provided pursuant to the terms of the contractual arrangements with our customers. We also evaluate whether it is appropriate to present: (i) the gross amount that our customers

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pay for our services as revenue, and the related commissions paid to the venue as cost of revenue; or (ii) the net amount (gross revenue less the related commissions paid to the venue) as revenue. We are responsible for the delivery of the services, including providing the necessary labor and equipment to perform the services. We are generally subject to inventory risk, have latitude in establishing prices and selecting suppliers and, while in many cases the venue bills the end customer on our behalf, we bear the risk of collection from the customer. The venues’ commissions are not dependent on collections. As a result, our revenue is primarily reported on a gross basis. Cost of revenues for audio visual principally includes commissions paid to venues, direct labor costs, the cost of equipment sub-rentals, depreciation of equipment, amortization of signing bonuses, as well as other costs such as supplies, freight, travel and other overhead from our venue and customer facing operations and any losses on equipment disposal.

Other Revenue

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

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

Cost Reimbursement Revenue

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

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

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

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

Practical Expedients and Exemptions

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

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

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

Deferred Income and Contract Balances

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

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


		Deferred Income				Deferred Income
		2022		2021				2023		2022
Balance as of June 30		$	8,680	$	19,663
Balance as of January 1							Balance as of January 1	$	7,800	$	10,905
Increases to deferred income	Increases to deferred income	2,458		5,154			Increases to deferred income	5,284		3,846
Recognition of revenue (1)	Recognition of revenue (1)	(3,175)		(5,335)			Recognition of revenue (1)	(3,615)		(4,374)
Balance as of September 30		$	7,963	$	19,482
Balance as of March 31							Balance as of March 31	$	9,469	$	10,377

________

(1) Deferred income recognized in the three months ended ~~September 30, 2022~~March 31, 2023 includes (a) ~~$371,000~~$368,000 of advisory revenue primarily related to our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar, (b) ~~$535,000~~$1.1 million of audio visual revenue, and (c) ~~$1.6~~$2.2 million of “other services” revenue earned by our products and services companies. Deferred income recognized in the three months ended ~~September 30, 2021~~March 31, 2022 includes (a) ~~$512,000~~$437,000 of advisory revenue primarily related to our advisory agreements and our Amended and Restated Contribution Agreement with Ashford Trust and Braemar, (b) ~~$296,000~~$218,000 of audio visual revenue, (c) $2.3 million of other revenue related to ~~the Ashford Trust Agreement with Lismore (see note 15), and (d) $2.2 million of “other services” revenue earned by our products and services companies, excluding Lismore.~~

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

~~(1)~~ Deferred income recognized in the nine months ended September 30, 2022 includes (a) $1.2 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.2 million of audio visual revenue, (c) $2.3 million of other revenue primarily related to Ashford Trust’s agreement with Lismore (see note 15), and (d) $4.8 million of “other services” revenue earned by our products and services companies, excluding Lismore. Deferred income recognized in the nine months ended September 30, 2021 includes (a) $1.6 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.5 million of audio visual revenue, (c) $8.9 million of other revenue related to Ashford Trust’s and Braemar’s agreements with Lismore (see note 15), and (d) $5.3$1.4 million of “other services” revenue earned by our products and services companies, excluding Lismore.

We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was primarily related to (i) reimbursed software costs that will be recognized evenly over the period the software is used to provide advisory services to Ashford Trust and Braemar, (ii) a $5.0 million cash payment received in June 2017 from Braemar in connection with our Fourth Amended and Restated Advisory Agreement with Braemar, which is recognized evenly over the 10-year initial contract period that we are providing Braemar advisory services, and (iii) debt placement and related fees that will be recognized over the term of the agreement on a straight line basis as the service was rendered, only to the extent it was probable that a significant reversal of revenue would not occur. Constraints relating to variable consideration were resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price was adjusted on a cumulative catch-up basis in the period a transaction or financing event closed. See note 15. Incentive advisory fees that are contingent upon future market performance are excluded as the fees are considered variable and not included in the transaction price at September 30, 2022.

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The timing of revenue recognition may differ from the timing of payment by customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred income until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of ~~$18.0~~$26.3 million and ~~$7.6~~$17.6 million included in “accounts receivable, net” primarily related to our products and services segment, ~~$4.5~~$7.4 million and ~~$2.6 million~~$0 in “due from Ashford ~~Trust”,~~Trust,” and ~~$9.6~~$2.6 million and ~~$1.1~~$11.8 million included in “due from Braemar” related to REIT advisory services at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. ~~We had no significant impairments related to these receivables during the three and nine months ended September 30, 2022 and 2021.~~ See note 15.

Disaggregated Revenue

Our revenues were comprised of the following for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively (in thousands):

2117

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		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Advisory services fees:	Advisory services fees:									Advisory services fees:
Base advisory fees	Base advisory fees	$	12,124	$	10,012	$	35,637	$	29,743	Base advisory fees		$	12,108	$	11,674

Incentive advisory fees										Incentive advisory fees		67		—

Other advisory revenue	Other advisory revenue	131		131		389		389		Other advisory revenue		128		128
Total advisory services fees revenue	Total advisory services fees revenue	12,255		10,143		36,026		30,132		Total advisory services fees revenue		12,303		11,802

Hotel management fees:	Hotel management fees:									Hotel management fees:
Base fees	Base fees	9,285		6,166		24,943		15,331		Base fees		9,010		6,174
Incentive fees	Incentive fees	2,242		1,584		6,113		3,406		Incentive fees		982		1,004
Other management fees	Other management fees	1,349		—		2,418		—		Other management fees		2,195		—
Total hotel management fees revenue	Total hotel management fees revenue	12,876		7,750		33,474		18,737		Total hotel management fees revenue		12,187		7,178

Design and construction fees revenue	Design and construction fees revenue	6,276		2,202		15,538		5,611		Design and construction fees revenue		6,929		4,524

Audio visual revenue	Audio visual revenue	26,159		15,108		87,101		28,170		Audio visual revenue		40,357		24,965

Other revenue:	Other revenue:									Other revenue:

Watersports, ferry and excursion services (1)	Watersports, ferry and excursion services (1)	6,608		6,738		20,337		18,159		Watersports, ferry and excursion services (1)		7,628		6,045
Debt placement and related fees (2)	Debt placement and related fees (2)	125		3,224		3,298		9,802		Debt placement and related fees (2)		395		2,483
Cash management fees (3)										Cash management fees (3)		126		—
Claims management services	Claims management services	—		28		16		61		Claims management services		1		15

Other services (3)		3,658		3,114		10,251		7,877
Other services (4)										Other services (4)		924		2,896
Total other revenue	Total other revenue	10,391		13,104		33,902		35,899		Total other revenue		9,074		11,439

Cost reimbursement revenue	Cost reimbursement revenue	96,651		59,879		259,979		137,417		Cost reimbursement revenue		104,272		74,051

Total revenues	Total revenues	$	164,608	$	108,186	$	466,020	$	255,966	Total revenues		$	185,122	$	133,959

REVENUES BY SEGMENT (4)
REVENUES BY SEGMENT (5)										REVENUES BY SEGMENT (5)
REIT advisory	REIT advisory	$	20,053	$	17,936	$	58,668	$	49,749	REIT advisory		$	20,881	$	19,393
Remington	Remington	93,756		58,155		255,062		133,047		Remington		101,464		70,507
Premier	Premier	9,582		3,047		22,893		7,421		Premier		9,771		6,226
INSPIRE	INSPIRE	26,197		15,108		87,235		28,170		INSPIRE		40,409		25,022
RED	RED	6,616		6,738		20,354		18,159		RED		7,651		6,045
OpenKey	OpenKey	389		505		1,184		1,436		OpenKey		389		382
Corporate and other	Corporate and other	8,015		6,697		20,624		17,984		Corporate and other		4,557		6,384
Total revenues	Total revenues	$	164,608	$	108,186	$	466,020	$	255,966	Total revenues		$	185,122	$	133,959

________

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

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

(3) Cash management fees include revenue earned by providing active management and investment of Ashford Trust and Braemar’s excess cash in short-term U.S. Treasury securities.

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(4) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey and Pure Wellness, to Ashford Trust, Braemar and third ~~parties, and~~parties. The three months ended March 31, 2022 included the revenue of Marietta Leasehold LP (“Marietta”), which holds the leasehold rights to a single hotel and convention center property in Marietta, ~~Georgia.~~Georgia, and was acquired by Ashford Trust on December 16, 2022.

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~~(4)~~(5) We have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of ~~Marietta~~Pure Wellness and, ~~Pure Wellness~~for the three months ended March 31, 2022, Marietta into an “all other” category, which we refer to as “Corporate and Other.” See note 17 for discussion of segment reporting.

Geographic Information

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

The following table presents revenue from INSPIRE and RED geographically for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
INSPIRE:	INSPIRE:										INSPIRE:
United States	United States	$	21,986	$	12,831	$	68,114	$	23,583		United States	$	26,712	$	19,070
Mexico	Mexico	2,345		1,430		14,118		3,101			Mexico	11,063		4,618

Dominican Republic	Dominican Republic	1,866		847		5,003		1,486			Dominican Republic	2,634		1,334
Total audio visual revenue	Total audio visual revenue	$	26,197	$	15,108	$	87,235	$	28,170		Total audio visual revenue	$	40,409	$	25,022
RED:	RED:										RED:
United States		$	5,581	$	6,166	$	17,435	$	17,587
United States (including the U.S. Virgin Islands)											United States (including the U.S. Virgin Islands)	$	6,238	$	5,265
United Kingdom (Turks and Caicos Islands)	United Kingdom (Turks and Caicos Islands)	1,035		572		2,919		572			United Kingdom (Turks and Caicos Islands)	1,413		780

Total watersports, ferry and excursion services	Total watersports, ferry and excursion services	$	6,616	$	6,738	$	20,354	$	18,159		Total watersports, ferry and excursion services	$	7,651	$	6,045

4. ~~Acquisitions~~Business Combination

~~Chesapeake~~Alii Nui

On ~~April 15, 2022, the Company~~March 17, 2023, RED acquired certain privately held ~~Chesapeake,~~entities and assets associated with Alii Nui, which provides luxury sailing and watersports experiences in Maui, Hawaii, for a ~~third-party hotel management company.~~total purchase price of $11.0 million, excluding working capital adjustments. The ~~Company paid to the sellers $6.3~~purchase price consisted of $8.0 million in cash, subject to certain adjustments, $1.0 million of contingent consideration and ~~issued to the sellers 378,000 Series CHP Convertible Preferred~~80,000 RED Units ~~of Ashford Holdings (the “Series CHP Units”)~~issued at $25 per ~~Unit,~~unit for a total liquidation value of ~~$9.45~~$2.0 million. The ~~Series CHP~~RED Units ~~include~~accrue interest at 6.5% per annum. The $8.0 million cash consideration includes $300,000 of cash held back by the Company to be paid eighteen months after the acquisition date (the “Holdback Date”), subject to certain conditions. The $1.0 million of contingent consideration is subject to Alii Nui obtaining a ~~discount of $8.1 million resulting in~~permit to operate a ~~total fair value of $1.4 million. The discount is due~~marine vessel (the “Permit”) prior to the ~~Company’s ability~~Holdback Date of which $500,000 is to be paid upon the later of January 15, 2024 or the date the Permit is obtained and the remaining $500,000 is to be paid on the Holdback Date, subject to certain conditions. Subsequent to March 31, 2023, Alii Nui obtained the Permit.

Both the Company and the holders of the RED Units have the right to convert the ~~Series CHP~~RED Units ~~to common units of Ashford Holdings~~ at the ~~preferred conversion price~~liquidation value of ~~$117.50. Common units~~$25 per unit three years after the acquisition date upon providing notice to the respective party. The Company may convert the RED Units by paying cash or a combination of ~~Ashford Holdings are exchangeable into~~cash or the Company’s common ~~stock~~shares at the sole discretion of the Company (the “Call Right”). The holders of the RED Units may convert their RED Units for cash (the “Put Right”). Under current accounting guidance, the Call Right and the Put Right are accounted for on a ~~1:1 ratio. The sellers also have~~combined basis as a form of financing the ~~ability to earn up to $10.25~~acquisition of Alii Nui and recorded as a non-current note payable of $2.0 million of additional consideration based on the base management fee contribution from the acquired business for the trailing 12 month periods ending March 2024 and March 2025, respectively, for a total potential consideration of $18.1 million, subject to certain adjustments. The first $6.3 million of such additional consideration is payable in cash and any amounts payable in excess of such $6.3 million may be satisfied by the issuance of shares of common stock of the Company, common units of Ashford Holdings or additional Series CHP Units, as determined by the Company in its sole discretion.our condensed consolidated balance sheet.

The acquisition of ~~Chesapeake~~Alii Nui was recorded using the acquisition method of accounting in accordance with the authoritative guidance for business combinations, and the purchase price allocation was based on our valuation of the fair value of the tangible and intangible assets acquired and liabilities assumed at the date of acquisition. The fair values of the assets acquired were determined using various valuation techniques, including an income approach. The fair value measurements were

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

primarily based on significant inputs that are not directly observable in the market and are considered Level 3 under the fair value measurements and disclosure framework. Key assumptions include cash flow projections for ~~Chesapeake~~Alii Nui 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. For goodwill reporting purposes, the operations and goodwill for Alii Nui are included in our RED reporting unit as they are similar businesses. See note 8.5.

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~capital paid to the sellers by $73,000.~~ We are in the process of evaluating the values assigned to the RED Units, the contingent consideration and the intangible assets. Thus, the balances reflected below are subject to change, and any such changes could result in adjustments to the allocation.

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


~~Series CHP Units~~	$	~~9,450~~
~~Discount on Series CHP Units~~	~~(8,063)~~
Cash	~~6,300~~$	7,700
~~Fair value of contingent~~Cash consideration payable	300
Contingent consideration	~~1,670~~1,000
RED Units	2,000
Working capital adjustments	~~193~~337

Total fair value of purchase price	$	~~9,550~~11,337

Fair Value

Estimated Useful Life

Current assets including cash of ~~$228~~$998

~~930~~1,288

Property and equipment, net

2,255

20 years

Goodwill

~~2,053~~686

Trademarks

1,600

~~Management contracts~~Boat slip rights

~~7,131~~6,250

820 years

Total assets acquired

~~10,114~~12,079

Current liabilities

~~347~~742

~~Deferred tax liability~~

~~217~~

Total assumed liabilities

~~564~~742

Net assets acquired

~~9,550~~11,337

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

Results of ~~Chesapeake~~Alii Nui

The results of operations of ~~Chesapeake~~Alii Nui have been included in our results of operations since the acquisition date of ~~April 15, 2022.~~March 17, 2023. Our condensed consolidated statements of operations for the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023 include total revenue ~~from Chesapeake~~ of ~~$15.6 million~~$424,000 and ~~$27.5 million, respectively. In addition, our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 include~~ net income of $80,000 from ~~Chesapeake~~Alii Nui, respectively.

Table of ~~$1.7 million and $3.1 million, respectively.~~Contents

ASHFORD INC. AND SUBSIDIARIES

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 ~~Chesapeake~~Alii Nui acquisition had occurred on January 1, ~~2021,~~2022, and the removal of ~~$445,000 and $1.4 million~~$318,000 of transaction costs directly attributable to the acquisition (net of the incremental tax expense) for the three ~~and nine~~ months ended ~~September 30, 2022, respectively~~March 31, 2023 (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Total revenues	Total revenues	$	164,608	$	119,041	$	478,940	$	280,889	Total revenues		$	186,962	$	136,175
Net income (loss)	Net income (loss)	(769)		(1,047)		5,103		(17,335)		Net income (loss)		1,612		1,312
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	(9,684)		(10,094)		(21,978)		(44,068)		Net income (loss) attributable to common stockholders		(7,289)		(7,792)

5. Goodwill and Intangible Assets, net

Goodwill

The carrying amount of goodwill as of ~~September 30, 2022~~March 31, 2023 is as follows (in thousands):

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Remington RED
Corporate and Other (1)
Consolidated
Balance at December 31, 2021 $ 54,605 $ 1,235 $ 782 $ 56,622
Changes in goodwill:
Additions (2)
1,980 — — 1,980
Adjustments (2)
73 — — 73
Balance at September 30, 2022 $ 56,658 $ 1,235 $ 782 $ 58,675


	Remington		RED		Corporate and Other (1)		Consolidated







Balance at December 31, 2022	$	56,658	$	1,235	$	782	$	58,675
Changes in goodwill:
Additions (2)	—		686		—		686



Balance at March 31, 2023	$	56,658	$	1,921	$	782	$	59,361

________

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

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

Intangible Assets

Intangible assets, net as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, are as follows (in thousands):


		September 30, 2022				December 31, 2021								March 31, 2023				December 31, 2022
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount				Gross Carrying Amount			Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:	Definite-lived intangible assets:														Definite-lived intangible assets:
Remington management contracts ~~(1)~~	Remington management contracts ~~(1)~~	$	114,730	$	(37,298)	$	77,432	$	107,600	$	(28,284)	$	79,316		Remington management contracts ~~(1)~~	$	114,731		$	(43,356)	$	71,375	$	114,731	$	(40,519)	$	74,212
Premier management contracts	Premier management contracts	194,000		(50,466)		143,534		194,000		(41,619)		152,381			Premier management contracts	194,000			(56,263)		137,737		194,000		(53,415)		140,585
INSPIRE customer relationships	INSPIRE customer relationships	9,319		(5,248)		4,071		9,319		(4,409)		4,910			INSPIRE customer relationships	9,319			(5,807)		3,512		9,319		(5,527)		3,792

RED boat slip rights(1)	RED boat slip rights(1)	3,100		(496)		2,604		3,100		(380)		2,720			RED boat slip rights(1)	9,350			(574)		8,776		3,100		(535)		2,565
Pure Wellness customer relationships		175		(175)		—		175		(166)		9

		$	321,324	$	(93,683)	$	227,641	$	314,194	$	(74,858)	$	239,336			$	327,400		$	(106,000)	$	221,400	$	321,150	$	(99,996)	$	221,154

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

Remington trademarks	Remington trademarks	$	4,900					$	4,900						Remington trademarks	$	4,900						$	4,900

RED trademarks(2)	RED trademarks(2)	490						490							RED trademarks(2)	2,090							490
		$	5,390					$	5,390							$	6,990						$	5,390

________

(1) ~~As of September 30, 2022, Remington’s management contracts include $7.1~~Includes $6.3 million of ~~gross management contracts~~boat slip rights acquired in ~~the Company’s~~RED’s acquisition of ~~Chesapeake.~~Alii Nui on March 17, 2023. See note 4.

(2) Includes $1.6 million of trademarks acquired in RED’s acquisition of Alii Nui on March 17, 2023. See note 4.

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Amortization expense for definite-lived intangible assets was ~~$6.5~~$6.0 million and ~~$18.8~~$5.9 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~respectively. Amortization expense for definite-lived intangible assets was $6.4 million and $19.2 million for the three and nine months ended September 30, 2021,~~ respectively. The useful lives of our customer relationships range from ~~five~~seven to 15 years and the useful lives of our Remington management contracts range from eight to 22 years. Our Premier management contracts and RED’s boat slip rights intangible assets were assigned useful lives of 30 years and 20 years, respectively.

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

6. Notes Payable, net

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


Indebtedness	Indebtedness	Borrower	Maturity	Interest Rate	September 30, 2022		December 31, 2021		Indebtedness	Borrower	Maturity	Interest Rate	March 31, 2023		December 31, 2022
Credit facility (9)		Ashford Inc.	April 1, 2027	Base Rate (1) + 6.35% or LIBOR (3) +7.35%	$	70,000	$	—
Term loan (9)		Ashford Inc.	March 19, 2024	Base Rate (2) + 2.00% to 2.25% or LIBOR (3) +3.00% to 3.25%	—		27,271
Note payable (12)		Ashford Inc.	February 29, 2028	4.00%	1,558		1,746
Credit facility (6) (9)									Credit facility (6) (9)	Ashford Inc.	April 1, 2027	Base Rate (1) + 6.35% or Adjusted Term SOFR (3) + 7.35%	$	82,000	$	70,000

Note payable (6) (11)									Note payable (6) (11)	Ashford Inc.	February 29, 2028	4.00%	1,431		1,495
Note payable (18)									Note payable (18)	OpenKey	On demand	15.00%	99		—
Term loan (5) (7) (10)	Term loan (5) (7) (10)	INSPIRE	January 1, 2024	Prime Rate (4) + 2.50%	18,050		20,000		Term loan (5) (7) (10)	INSPIRE	March 24, 2028	BSBY Rate (2) + 2.75%	20,000		17,300
Revolving credit facility (5) (7) (10)		INSPIRE	January 1, 2024	Prime Rate (4) + 2.50%	—		1,869

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

Revolving credit facility (5) (8) (14)		RED	November 3, 2022	Prime Rate (4) + 1.75%	—		—
Revolving credit facility (5) (12)									Revolving credit facility (5) (12)	Pure Wellness	On demand	Prime Rate (4) + 1.00%	150		150
Revolving credit facility (5) (8) (13)									Revolving credit facility (5) (8) (13)	RED	December 5, 2023	Prime Rate (4) + 1.75%	3		—

Term loan (5) (8) (14)									Term loan (5) (8) (14)	RED	July 18, 2029	6.00%	1,583		1,596
Term loan (5) (8)									Term loan (5) (8)	RED	July 18, 2023	6.50%	267		337

Term loan (5) (8) (15)	Term loan (5) (8) (15)	RED	July 17, 2029	6.00%	1,608		1,641		Term loan (5) (8) (15)	RED	August 5, 2029	Prime Rate (4) + 2.00%	844		858
Term loan (5) (8)	Term loan (5) (8)	RED	July 17, 2023	6.50%	406		607		Term loan (5) (8)	RED	August 5, 2029	Prime Rate (4) + 2.00%	1,942		1,980

Term loan (5) (8) (16)		RED	August 5, 2029	Prime Rate (4) + 2.00%	873		888
Term loan (5) (8)		RED	August 5, 2029	Prime Rate (4) + 2.00%	2,018		2,143
Term loan (6) (8)	Term loan (6) (8)	RED	August 5, 2029	Prime Rate (4) + 1.75%	3,090		3,357		Term loan (6) (8)	RED	August 5, 2029	Prime Rate (4) + 1.75%	2,923		3,006
Term loan (5) (8) (19)									Term loan (5) (8) (19)	RED	March 17, 2033	Prime Rate (4) + 1.50%	1,664		—
Term loan (5) (8) (19)									Term loan (5) (8) (19)	RED	March 17, 2033	Prime Rate (4) + 1.50%	2,386		—
Draw term loan (5) (8) (16)									Draw term loan (5) (8) (16)	RED	March 17, 2032	5.00%	636		641
Draw term loan (5) (8) (16)									Draw term loan (5) (8) (16)	RED	March 17, 2032	5.00%	635		640
Draw term loan (5) (8) (17)	Draw term loan (5) (8) (17)	RED	March 17, 2032	5.00%	640		—		Draw term loan (5) (8) (17)	RED	Various (18)	Prime Rate (4) + 1.00%	1,457		1,099
Draw term loan (5) (8) (17)		RED	March 17, 2032	5.00%	22		—
Draw term loan (5) (8) (18)		RED	See (18)	Prime Rate (4) + 1.00%	—		—
RED Units (5) (20)									RED Units (5) (20)	RED	See footnote (20)	6.50%	2,000		—
Total notes payable	Total notes payable				98,415		59,622		Total notes payable				120,020		99,102
Capitalized default interest, net (11)					184		290
Capitalized default interest, net									Capitalized default interest, net				—		148
Deferred loan costs, net	Deferred loan costs, net				(2,777)		(518)		Deferred loan costs, net				(2,651)		(2,643)
Original issue discount, net (9)	Original issue discount, net (9)				(1,815)		—		Original issue discount, net (9)				(1,647)		(1,732)
Notes payable including capitalized default interest and deferred loan costs, net	Notes payable including capitalized default interest and deferred loan costs, net				94,007		59,394		Notes payable including capitalized default interest and deferred loan costs, net				115,722		94,875

Less current portion	Less current portion				(5,046)		(6,725)		Less current portion				(3,604)		(5,195)
Total notes payable, net - non-current	Total notes payable, net - non-current				$	88,961	$	52,669	Total notes payable, net - non-current				$	112,118	$	89,680

__________________

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

(2) ~~Base Rate, as defined in the Term Loan Agreement~~The Daily Adjusting Bloomberg Short-Term Bank Yield Index rate (the ~~“Term Loan Agreement”~~“BSBY Rate”) ~~with Bank of America, N.A., is the greater of (i) the prime rate set by Bank of America, N. A., (ii) the federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%.~~was 4.92% at March 31, 2023.

(3) ~~The~~Adjusted Term SOFR is the one-month ~~LIBOR~~forward-looking SOFR rate plus 0.03%. Adjusted Term SOFR was ~~3.14% and 0.10%~~4.83% at ~~September 30, 2022 and December~~March 31, ~~2021, respectively.~~2023.

(4) The Prime Rate was ~~6.25%~~8.00% and ~~3.25%~~7.50% at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

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

(6) Creditors have recourse to Ashford Inc.

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

(8) RED’s loans are collateralized primarily by RED’s marine vessels and associated leases with a carrying value of ~~$12.7~~$14.8 million and ~~$12.5~~$13.6 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

2622

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(9) On ~~April 1, 2022,~~March 31, 2023, the Company ~~entered into a~~amended its Credit Agreement (the “Credit Agreement”), previously entered into on April 1, 2022, with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The amendment replaced the one-month LIBOR rate with Adjusted Term SOFR. The Credit Agreement evidences a senior secured term loan facility (the “Credit Facility”) in the amount of $100.0 million, including a $50.0 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement and pay dividends to the holders of the Series D Convertible Preferred Stock. On April 18, 2022 and March 7, 2023, the Company drew an additional $20.0 million and $12.0 million on the Credit ~~Facility.~~Facility, respectively. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either ~~the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%)~~Adjusted Term SOFR plus an applicable margin, or the ~~base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar~~Base Rate ~~plus 1.00%, with a floor of 1.25%)~~ plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for ~~Eurodollar~~Adjusted Term SOFR loans will be 7.35% per annum and the applicable margin for ~~base rate~~Base Rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0%. during the first 24 months of the term, payable on the last business day of each month. The Credit Facility included an original issue discount of $2.0 million on the Closing Date. As of ~~September 30, 2022,~~March 31, 2023, the amount unused under the Credit Facility was ~~$30.0~~$18.0 million.

(10) On ~~December 31, 2020,~~March 24, 2023, INSPIRE amended its credit agreement ~~dated as of November 1, 2017 (the “INSPIRE Amendment”).~~by entering into the INSPIRE Amendment. The INSPIRE Amendment increased the maximum borrowing capacity under INSPIRE’s Revolving Note from $3.0 million to $6.0 million, provides for a $20.0 million Term Note and an Equipment Note pursuant to which, until September 24, 2027, INSPIRE may request advances up to $4.0 million in the ~~INSPIRE Amendment for~~aggregate to purchase new machinery or equipment to be used in the ~~revolving credit facility is $3.0 million. As~~ordinary course of ~~September 30, 2022, the amount unused under INSPIRE’s revolving credit facility was $3.0 million.~~business. The INSPIRE Amendment ~~provides INSPIRE with an option to elect a one-year extension subject to satisfaction of certain conditions, including a payment of a one-time, permanent principal reduction of~~extended the ~~term loan of not less than $2.5 million and other fees as of the~~maturity date of INSPIRE’s ~~election~~Notes from January 1, 2024 to ~~extend. Pursuant to~~March 24, 2028. Monthly principal payments commence on April 1, 2023 for the ~~INSPIRE Amendment, INSPIRE’s obligations to comply with certain financial and other covenants were waived until March 31, 2023. Amounts borrowed~~Term Note in the amount of approximately $167,000. Borrowings under the ~~revolving credit facility~~Revolving Note require monthly payments of interest only until the maturity date and borrowings under the ~~term loan~~Equipment Note require monthly principal payments at 1/60th of the original principal amount of each advance. The Notes bear interest at the ~~Prime~~BSBY Rate plus a margin of ~~1.25%, with~~2.75% and the margin increasing by 0.25% beginning on July 1, 2021 and at the beginning of each successive quarter thereafter. Commencing January 1, 2022, INSPIRE is required to make monthly payments under the term loan of $200,000 through June 2022, $250,000 through December 2022 and $300,000 thereafter. INSPIRE holds an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair valueundrawn balance of the ~~interest rate cap at September 30, 2022~~Revolving Note and ~~December~~the Equipment Note are subject to an unused fee of 0.25% per annum. As of March 31, ~~2021 was not material.~~2023, no balances had been drawn on the Revolving Note or the Equipment Note.

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

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

~~(13)~~(12) As of ~~September 30, 2022,~~March 31, 2023, the amount unused under Pure Wellness’s revolving credit facility was $100,000.

~~(14)~~(13) As of ~~September 30, 2022,~~March 31, 2023, the amount unused under RED’s revolving credit facility was ~~$250,000.~~$247,000.

~~(15)~~(14) On July 18, 2019, RED entered into a term loan of $1.7 million. The interest rate for the term loan is 6.0% for the first five years. After five years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0%.

~~(16)~~(15) On July 23, 2021, RED ~~was not required to make any payments~~entered into a term loan agreement with a maximum principal amount of ~~principal until May 5, 2022.~~$900,000.

~~(17)~~(16) On March 17, 2022, in connection with the purchase and construction of marine vessels, RED entered into two closed-end non-revolving line of credit loans of $1.5 million each which convert to term loans once fully drawn. Each loan bears an interest rate of 5.0% for the first three years. After three years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 5.0%. As of ~~September 30, 2022,~~March 31, 2023, the amount unused under RED’s non-revolving line of credit loans were ~~$860,000~~$864,000 and ~~$1.5 million,~~$865,000, respectively.

~~(18)~~(17) On September 15, 2022, RED entered into a closed-end non-revolving line of credit for $1.5 million that converts ~~to a~~into an individual term loan ~~once drawn. The loan bears an interest rate of the Wall Street Journal Prime Rate plus 1.0%. The term length of the loan once drawn is either~~ ~~five~~ ~~or 10 years based~~each time RED draws upon the ~~amount drawn.~~facility. As of ~~September 30, 2022,~~March 31, 2023, RED had drawn the full amount ~~unused~~allowed under ~~RED’s non-revolving~~the line of ~~credit~~credit. Maturity dates for amounts drawn under the facility are November 30, 2027, December 28, 2027 and January 20, 2028.

(18) On February 2, 2023, OpenKey entered into a loan funding agreement with Braemar with a maximum loan amount of $395,000 funded quarterly at $99,000 per quarter. As of March 31, 2023, the remaining unused loan balance was ~~$1.5~~$296,000.

(19) On March 17, 2023, in connection with the acquisition of Alii Nui, RED entered into two term loans of $1.7 million and $2.4 million. RED is required to make monthly payments on the term loans starting April 17, 2023.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(20)

On March 17, 2023, in connection with the Alii Nui acquisition, RED issued 80,000 RED Units at $25 per unit with a liquidation value of $2.0 million. The RED Units accrue interest at 6.5% per annum with required quarterly payments. The RED Units are considered a form of financing the acquisition of Alii Nui under current accounting guidance and is recorded as a non-current note payable in our condensed consolidated balance sheet. See note 4.

We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in the inability of our portfolio companies to borrow unused amounts under their respective lines of credit. As of ~~September 30, 2022,~~March 31, 2023, our Credit Agreement was in compliance with all covenants or other requirements and debt held by our subsidiaries was in compliance with all covenants or other requirements.

7. Accounts Payable and Accrued Expenses

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


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022

Accounts payable	Accounts payable	$	18,332	$	11,682	Accounts payable	$	23,817	$	18,841
Accrued payroll expense	Accrued payroll expense	22,836		23,648		Accrued payroll expense	8,182		30,626
Accrued vacation expense	Accrued vacation expense	3,995		3,427		Accrued vacation expense	2,569		2,418
Accrued interest	Accrued interest	323		259		Accrued interest	269		381
Other accrued expenses	Other accrued expenses	2,265		881		Other accrued expenses	3,390		3,813

Total accounts payable and accrued expenses	Total accounts payable and accrued expenses	$	47,751	$	39,897	Total accounts payable and accrued expenses	$	38,227	$	56,079

8. Fair Value Measurements

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

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

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

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

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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			Quoted Market Prices (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total
September 30, 2022
March 31, 2023													March 31, 2023
Assets	Assets												Assets

Restricted Investment:	Restricted Investment:												Restricted Investment:
Ashford Trust common stock	Ashford Trust common stock	$	87	(1)	$	—		$	—		$	87	Ashford Trust common stock	$	33	(1)	$	—		$	—		$	33
Braemar common stock	Braemar common stock	261		(1)	—			—			261		Braemar common stock	178		(1)	—			—			178
Total	Total	$	348		$	—		$	—		$	348	Total	$	211		$	—		$	—		$	211
Liabilities	Liabilities												Liabilities

Contingent consideration	Contingent consideration	$	—		$	—		$	(1,970)	(2)	$	(1,970)	Contingent consideration	$	(1,000)	(2)	$	—		$	(3,100)	(3)	$	(4,100)
Subsidiary compensation plan	Subsidiary compensation plan	—			(68)		(1)	—			(68)		Subsidiary compensation plan	—			(4)		(1)	—			(4)
Deferred compensation plan	Deferred compensation plan	(2,759)			—			—			(2,759)		Deferred compensation plan	(2,630)			—			—			(2,630)

Total	Total	$	(2,759)		$	(68)		$	(1,970)		$	(4,797)	Total	$	(3,630)		$	(4)		$	(3,100)		$	(6,734)
Net	Net	$	(2,411)		$	(68)		$	(1,970)		$	(4,449)	Net	$	(3,419)		$	(4)		$	(3,100)		$	(6,523)

__________________

(1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through ~~September 30,~~March 31, 2023, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment.

(2) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Alii Nui, $500,000 of which is reported within each of “claims liabilities and other” and “other liabilities” in our condensed consolidated balance sheets.

(3) Represents the fair value of the contingent consideration liability related to the achievement of certain performance targets associated with the acquisition of Chesapeake, which is reported within “other liabilities” in our condensed consolidated balance sheets.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Quoted Market Prices (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total
December 31, 2022
Assets










Restricted Investment:
Ashford Trust common stock	$	57	(1)	$	—		$	—		$	57
Braemar common stock	246		(1)	—			—			246
Total	$	303		$	—		$	—		$	303
Liabilities




Contingent consideration	$	—		$	—		$	(2,320)	(2)	$	(2,320)
Subsidiary compensation plan	$	—		$	(74)	(1)	$	—		$	(74)
Deferred compensation plan	(2,849)			—			—			(2,849)


Total	$	(2,849)		$	(74)		$	(2,320)		$	(5,243)
Net	$	(2,546)		$	(74)		$	(2,320)		$	(4,940)

__________________

(1) The restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2022, which are distributed to the plan participants upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment.

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Quoted Market Prices (Level 1) Significant Other
Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3) Total
December 31, 2021
Assets
Restricted Investment:
Ashford Trust common stock $ 150 (1) $ — $ — $ 150
Braemar common stock 426 (1) — — 426
Total $ 576 $ — $ — $ 576
Liabilities
Subsidiary compensation plan $ — $ (164) (1) $ — $ (164)
Deferred compensation plan (3,326) — — (3,326)
Total $ (3,326) $ (164) $ — $ (3,490)
Net $ (2,750) $ (164) $ — $ (2,914)

~~__________________~~

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

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


	Contingent Consideration Liability (1)
~~Balance at December 31, 2021~~	$	—
~~Acquisition of Chesapeake~~	~~(1,670)~~
~~Gains (losses) included in earnings~~	~~(300)~~
~~Dispositions and settlements~~	—
~~Transfers into/out of Level 3~~	—
Balance at ~~September 30,~~December 31, 2022	$	~~(1,970)~~(2,320)

Gains (losses) from fair value adjustments included in earnings	(780)


Balance at March 31, 2023	$	(3,100)

__________________

(1) The Company measures contingent consideration liabilities related to the Chesapeake acquisition in April 2022 at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The fair value of the contingent consideration liability is based on the present value of the expected future payments to be made to the sellers of Chesapeake in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates Chesapeake’s future performance using a Monte Carlo simulation model. The key assumptions in applying the Monte Carlo simulation model are a) a discount rate, with a range of ~~34.81%~~35.79% to ~~34.84%~~36.70%; b) a forward-looking risk-free rate, with a range of ~~4.02%~~3.97% to ~~4.34%~~4.86%; and c) a volatility rate of ~~68.01%~~50.76%.

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(unaudited)

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

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


		Gain (Loss) Recognized										Gain (Loss) Recognized
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021					2023		2022
Assets	Assets

Unrealized gain (loss) on investment: (1)	Unrealized gain (loss) on investment: (1)										Unrealized gain (loss) on investment: (1)
Ashford Trust common stock	Ashford Trust common stock	$	12	$	—	$	68	$	—	Ashford Trust common stock			$	57	$	110
Braemar common stock	Braemar common stock	6		—		(50)		—		Braemar common stock			—		57
Realized gain (loss) on investment: (2)	Realized gain (loss) on investment: (2)									Realized gain (loss) on investment: (2)
Ashford Trust common stock	Ashford Trust common stock	(3)		(5)		(97)		(336)		Ashford Trust common stock			(73)		(94)
Braemar common stock	Braemar common stock	—		—		23		(42)		Braemar common stock			(7)		23

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

Total	Total	$	15	$	(1,165)	$	(56)	$	(1,538)	Total			$	(23)	$	96
Liabilities	Liabilities									Liabilities

Contingent consideration ~~(4)~~(3)	Contingent consideration ~~(4)~~(3)	$	(300)	$	—	$	(300)	$	(23)	Contingent consideration ~~(4)~~(3)			$	(780)	$	—
Subsidiary compensation plan ~~(5)~~(4)	Subsidiary compensation plan ~~(5)~~(4)	(42)		5		(110)		(268)		Subsidiary compensation plan ~~(5)~~(4)			14		(47)
Deferred compensation plans ~~(5)~~(4)	Deferred compensation plans ~~(5)~~(4)	78		1,611		567		(1,190)		Deferred compensation plans ~~(5)~~(4)			220		(111)
Total	Total	$	(264)	$	1,616	$	157	$	(1,481)	Total			$	(546)	$	(158)
Net	Net	$	(249)	$	451	$	101	$	(3,019)	Net			$	(569)	$	(62)

__________________

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

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

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

~~(4)~~ Represents the changes in fair value of ~~the~~our contingent consideration ~~liabilities~~liabilities. The change in the fair value in the three ~~and nine~~ months ended ~~September 30, 2022 and 2021,~~March 31, 2023 related to the level of achievement of certain performance targets associated with the acquisition of Chesapeake ~~and BAV Services Inc., respectively.~~in April 2022. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations.

~~(5)~~(4) Reported as a component of “salaries and benefits” in our condensed consolidated statements of operations.

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(unaudited)

Restricted Investment

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


		Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
September 30, 2022
March 31, 2023										March 31, 2023
Equity securities (1)	Equity securities (1)	$	821	$	—	$	(473)	$	348	Equity securities (1)	$	672	$	—	$	(461)	$	211

__________________

(1) Distributions of $195,000 of available-for-sale securities occurred in the three months ended March 31, 2023.


	Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities:
December 31, 2022
Equity securities (1)	$	821	$	—	$	(518)	$	303

__________________

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

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

~~__________________~~

~~(1)~~ ~~Distributions of $855,000 of available-for-sale securities occurred during~~ the year ended December 31, ~~2021.~~2022.

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

9. Summary of Fair Value of Financial Instruments

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


		September 30, 2022				December 31, 2021					March 31, 2023				December 31, 2022
		Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value			Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets measured at fair value:	Financial assets measured at fair value:									Financial assets measured at fair value:
Restricted investment	Restricted investment	$	348	$	348	$	576	$	576	Restricted investment	$	211	$	211	$	303	$	303
Financial liabilities measured at fair value:	Financial liabilities measured at fair value:									Financial liabilities measured at fair value:

Deferred compensation plan	Deferred compensation plan	$	2,759	$	2,759	$	3,326	$	3,326	Deferred compensation plan	$	2,630	$	2,630	$	2,849	$	2,849

Contingent consideration	Contingent consideration	1,970		1,970		—		—		Contingent consideration	4,100		4,100		2,320		2,320
Financial assets not measured at fair value:	Financial assets not measured at fair value:									Financial assets not measured at fair value:
Cash and cash equivalents	Cash and cash equivalents	$	44,071	$	44,071	$	37,571	$	37,571	Cash and cash equivalents	$	37,004	$	37,004	$	44,390	$	44,390
Restricted cash	Restricted cash	37,114		37,114		34,878		34,878		Restricted cash	35,133		35,133		37,058		37,058
Accounts receivable, net	Accounts receivable, net	17,958		17,958		7,622		7,622		Accounts receivable, net	26,298		26,298		17,615		17,615
Notes receivable	Notes receivable	1,500		1,500		2,880		2,880		Notes receivable	2,428		2,428		2,041		2,041
Due from affiliates	Due from affiliates	256		256		165		165		Due from affiliates	477		477		463		463
Due from Ashford Trust	Due from Ashford Trust	4,483		4,483		2,575		2,575		Due from Ashford Trust	7,390		7,390		—		—
Due from Braemar	Due from Braemar	9,562		9,562		1,144		1,144		Due from Braemar	2,591		2,591		11,828		11,828
Investments in unconsolidated entities	Investments in unconsolidated entities	3,941		3,941		3,581		3,581		Investments in unconsolidated entities	3,757		3,757		4,217		4,217
Financial liabilities not measured at fair value:	Financial liabilities not measured at fair value:									Financial liabilities not measured at fair value:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	47,751	$	47,751	$	39,897	$	39,897	Accounts payable and accrued expenses	$	38,227	$	38,227	$	56,079	$	56,079
Dividends payable	Dividends payable	26,777		26,777		34,574		34,574		Dividends payable	27,620		27,620		27,285		27,285
Due to affiliates	Due to affiliates	236		236		—		—		Due to affiliates	—		—		15		15
Due to Ashford Trust										Due to Ashford Trust	—		—		1,197		1,197

Other liabilities		27,550		27,550		25,899		25,899
Claims liabilities and other										Claims liabilities and other	30,648		30,648		26,547		26,547
Notes payable	Notes payable	98,415		93,494 to 103,336		59,622		56,641 to 62,603		Notes payable	120,020		114,019 to 126,021		99,102		94,147 to 104,057

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

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

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

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

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

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

10. Commitments and Contingencies

~~Purchase Commitment~~Note Receivable—As of ~~September 30, 2022,~~March 31, 2023, we ~~had approximately $11.4~~have a note receivable from an affiliate BP Annex Dev LLC for $913,000. BP Annex Dev LLC has the ability to borrow an additional $108,000 for a maximum note commitment of $1.0 million from the Company. The note bears interest at 8.00% per annum, compounding annually. Interest is paid in-kind and added to the outstanding principal balance until the note maturity date of ~~remaining purchase commitments related to~~November 11, 2026. The note receivable is recorded in “other assets, net” in our Ashford Trust ERFP Agreement which, under the Extension Agreement with Ashford Trust, must be fulfilled by December 31, 2022. See note 15 for further discussion of our ERFP Agreement with Ashford Trust.condensed consolidated balance sheets.

Release and Waiver Agreement—On April 15, 2022, the Company and Ashford Services agreed with Jeremy Welter, the Chief Operating Officer of the Company, that, effective on July 15, 2022, Mr. Welter would terminate employment with and service to the Company, Ashford Services and their affiliates. Mr. Welter was also the Chief Operating Officer of Ashford Trust and Braemar and accordingly his service as Chief Operating Officer of each of Ashford Trust and Braemar also ended on July 15, 2022. The Company has commitments related to cash compensation for the departure of Mr. Welter which included a cash termination payment of $750,000, which was paid on August 5, 2022, and payments totaling approximately $6.4 million, which are payable in 24 substantially equal monthly installments of approximately $267,000 beginning in August 2022. As of ~~September 30, 2022,~~March 31, 2023, the Company’s remaining commitment to Mr. Welter totaled approximately ~~$5.9~~$4.3 million.

Litigation—On December 20, 2016, a class action lawsuit was filed against one of the Company’s subsidiaries in ~~The~~the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees who were allegedly deprived of rest breaks as a result of the subsidiary’s previous written policy requiring employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of ~~September 30, 2022,~~March 31, 2023, no amounts have been accrued.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

On June 23, 2021, a lawsuit was filed in the United States District Court of the Virgin Islands, Division of St. Thomas and St. John (the “Federal Court”) against one of the Company’s subsidiaries. In the lawsuit, the plaintiff alleges negligence and gross negligence against both our subsidiary and a purported agent of our subsidiary and negligent entrustment against our subsidiary in connection with personal injuries allegedly suffered by the plaintiff. The claims were tendered to our insurance company who denied coverage as to the purported agent and issued a reservation of rights letter during the third quarter of 2022 with respect to our subsidiary’s coverage. We have asserted a number of defenses including a statutory defense that would limit our subsidiary’s liability regardless of whether coverage is afforded or not. The parties participated in a mediation conference on June 29, 2022 but were unable to resolve any of the disputes at issue. During the third quarter of 2022, the purported agent entered into a stipulated judgment for his liability and assigned to the plaintiff any and all claims he may have, including those he may have against our insurers. Subsequently, on July 28, 2022, the plaintiff, individually and as assignee of the purported agent’s claims, filed a separate lawsuit in the Superior Court of the Virgin Islands, Division of St. Thomas and St. John (the “Superior Court”) against our insurers and our subsidiary (the “Superior Court Case”). On August 26, 2022, our insurer filed a Notice of Removal to remove the Superior Court Case to the Federal Court and is in the process of defending against the plaintiff’s Motion to Remand this second lawsuit back to the Superior Court. In this second lawsuit, the plaintiff seeks certain declaratory relief as to our insurance policies and asserts allegations of fraud and bad faith denial of coverage of our subsidiary’s purported agent by our insurers and a breach of contract claim against our subsidiary under a theory of insufficient insurance coverage. Specifically, the purported agent has alleged a breach of contract claim against our subsidiary based on being an alleged third-party beneficiary of a contract between our subsidiary and another entity that required our subsidiary to hold specific insurance coverages. We believe the claims asserted against our subsidiary in this second lawsuit are frivolous. ~~We intend~~A hearing occurred on February 23, 2023 in the first lawsuit to ~~vigorously defend these lawsuits~~determine if the Federal Court will bifurcate the lawsuit and ~~believe that~~first decide whether the ~~amount~~statutory defense will apply. On March 30, 2023, the parties reached a settlement of ~~any potential loss to~~all claims brought against all of our subsidiaries with the ~~Company is immaterial.~~

~~Table~~insurer paying all settlement amounts on behalf of ~~Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

our entities.

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

11. Equity (Deficit)

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

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
(Income) loss attributable to noncontrolling interests:	(Income) loss attributable to noncontrolling interests:									(Income) loss attributable to noncontrolling interests:

OpenKey	OpenKey	$	223	$	215	$	677	$	626	OpenKey		$	226	$	226
RED		—		(14)		—		(52)

Pure Wellness	Pure Wellness	49		(21)		153		(65)		Pure Wellness		62		34

Total net (income) loss attributable to noncontrolling interests	Total net (income) loss attributable to noncontrolling interests	$	272	$	180	$	830	$	509	Total net (income) loss attributable to noncontrolling interests		$	288	$	260

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

12. Mezzanine Equity

Redeemable Noncontrolling Interests—Redeemable noncontrolling interests are included in the mezzanine section of our condensed consolidated balance sheets as the ownership interests are redeemable for cash or registered shares outside of the Company’s control. ~~See note 2 for tables summarizing~~Redeemable noncontrolling interests in Ashford Holdings includes the ~~redeemable noncontrolling ownership~~Series CHP Unit preferred membership interest issued in our acquisition of Chesapeake in April 2022 and the membership interests of common units and ~~carrying values.~~LTIP units.

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net (income) loss attributable to redeemable noncontrolling interests:	Net (income) loss attributable to redeemable noncontrolling interests:									Net (income) loss attributable to redeemable noncontrolling interests:
Ashford Holdings	Ashford Holdings	$	(158)	$	13	$	(290)	$	56	Ashford Holdings		$	(155)	$	9

OpenKey		—		—		—		152

Total net (income) loss attributable to redeemable noncontrolling interests	Total net (income) loss attributable to redeemable noncontrolling interests	$	(158)	$	13	$	(290)	$	208	Total net (income) loss attributable to redeemable noncontrolling interests		$	(155)	$	9

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

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

For the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, the Company recorded net income attributable to redeemable noncontrolling interests of $172,000 ~~and $317,000, respectively,~~ to the Series CHP Unit holders which is included in Ashford Holdings in the table above.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Date”), all accrued dividends on any share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board and whether or not funds are legally available for the payment thereof. All accrued dividends shall remain accumulated, compounding dividends until paid in cash or converted to common shares.

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

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

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

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

On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ended June 30, 2021 and December 31, 2021. As of ~~September 30, 2022,~~March 31, 2023, the Company had aggregate undeclared preferred stock dividends of approximately ~~$26.8~~$18.7 million, which relates to the second and fourth quarters of ~~2021 and the third quarter of 2022.~~2021. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022,March 20, 2023, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended ~~September 30, 2022.~~March 31, 2023. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on ~~October~~April 14, ~~2022.~~2023.

All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our ~~condensed~~ consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid Series D Convertible Preferred Stock dividends, declared and undeclared, totaling ~~$26.8~~$27.4 million and ~~$34.6~~$27.1 million at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable.”

Convertible preferred stock cumulative dividends declared during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ for all issued and outstanding shares were as follows (in thousands, except per share amounts):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022

Preferred dividends - declared	Preferred dividends - declared	$	—	$	8,353	$	35,219	$	16,706	Preferred dividends - declared		$	8,700	$	8,700
Preferred dividends per share - declared	Preferred dividends per share - declared	$	—	$	0.4369	$	1.8420	$	0.8737	Preferred dividends per share - declared		$	0.4550	$	0.4550

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

September 30, 2022 (1)
December 31, 2021
Aggregate preferred dividends - undeclared $ 26,777 $ 34,574
Aggregate preferred dividends - undeclared per share $ 1.4005 $ 1.8083
~~________~~

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



	March 31, 2023		December 31, 2022




Aggregate preferred dividends - undeclared	$	18,748	$	18,414

Aggregate preferred dividends - undeclared per share	$	0.9805	$	0.9631

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13. Equity-Based Compensation

Equity-based compensation expense is primarily recorded in “salaries and benefits expense” and REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” in our ~~condensed~~ consolidated statements of operations. The components of equity-based compensation expense for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are presented below by award type (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Equity-based compensation	Equity-based compensation									Equity-based compensation
Class 2 LTIP units and stock option amortization (1)	Class 2 LTIP units and stock option amortization (1)	$	979	$	552	$	1,365	$	2,101	Class 2 LTIP units and stock option amortization (1)		$	32	$	354
Employee equity grant expense (2)		896		363		1,725		904
Employee LTIP units and equity grant expense (2)										Employee LTIP units and equity grant expense (2)		439		341
Director and other non-employee equity grants expense (3)	Director and other non-employee equity grants expense (3)	46		(5)		501		645		Director and other non-employee equity grants expense (3)		18		54

Total equity-based compensation	Total equity-based compensation	$	1,921	$	910	$	3,591	$	3,650	Total equity-based compensation		$	489	$	749

Other equity-based compensation	Other equity-based compensation									Other equity-based compensation
REIT equity-based compensation (4)	REIT equity-based compensation (4)	$	4,638	$	5,499	$	13,116	$	13,676	REIT equity-based compensation (4)		$	3,635	$	4,329
		$	6,559	$	6,409	$	16,707	$	17,326			$	4,124	$	5,078

________

(1) As of ~~September 30, 2022,~~March 31, 2023, the Company had approximately ~~$319,000~~$254,000 of total unrecognized compensation expense related to the Class 2 ~~Long-Term Incentive Partnership Units (the “Class 2~~ LTIP ~~Units”)~~units that will be recognized over a weighted average period of ~~2.5~~2.0 years. The three and nine month period ended September 30, 2022 includes total compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and Class 2 LTIP units, respectively, awarded to employees and management which were granted in December 2014 and expiring in December 2022 under the original grant terms. The modification extended the expiration date for the stock options and Class 2 LTIP unit awards to December 2025. No other modifications were made to the original grant terms.

(2) As of ~~September 30, 2022,~~March 31, 2023, the Company had approximately ~~$2.5~~$3.8 million of total unrecognized compensation expense related to restricted shares and LTIP units that will be recognized over a weighted average period of ~~1.7~~2.3 years. In March 2022, approximately 39,000 Long-Term Incentive Plan units (the “LTIP units”) with a fair value of approximately $627,000 were issued to one of our executive officers as compensation. The LTIP units have a vesting period of three years. Each LTIP unit once vested can be converted by the holder into one common limited partnership unit of Ashford Holdings which can then be redeemed for cash or, at our election, settled in our common stock.

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

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

14. Deferred Compensation Plan

We administer a non-qualified deferred compensation plan (“DCP”) for certain executive officers and other employees which give the participants various investment options, including Ashford Inc. common stock, for measurement that can be changed by the participant at any time. These modifications resulted in the DCP obligation being recorded as a liability in accordance with the applicable authoritative accounting guidance. Distributions under the DCP for our executive officers are made in cash, unless the participant has elected Ashford Inc. common stock as the investment option, in which case any such distributions would be made in Ashford Inc. common stock. Additionally, the DCP obligation is carried at fair value with changes in fair value reflected in “salaries and benefits” in our condensed consolidated statements of operations and comprehensive income (loss).

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~~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,
2022 2021 2022 2021
Change in fair value
Unrealized gain (loss) $ 78 $ 1,611 $ 567 $ (1,190)
Distributions
Fair value (1)
$ — $ 13 $ — $ 39
Shares (1)
— 1 — 3

~~________~~

~~(1)~~ ~~Distributions made to one participant.~~


	Three Months Ended March 31,
		2023		2022
Change in fair value
Unrealized gain (loss)		$	220	$	(111)

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the carrying value of the DCP liability was $2.6 million and $2.8 million, respectively. No distributions were made to any participant during the three months ended March 31, 2023 and ~~$3.3 million, respectively.~~2022.

15. Related Party Transactions

As an asset manager providing advisory services to Ashford Trust and Braemar, as well as holding an ownership interest in other businesses providing products and services to the hospitality industry, including Ashford Trust and Braemar, related party transactions are inherent in our business. Details of our related party transactions are presented below.

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Ashford Trust—We are a party to ~~the Second Amended~~an amended and ~~Restated Advisory Agreement~~restated advisory agreement with Ashford ~~Trust.See note 3 for a description of the Second Amended~~Trust and ~~Restated Advisory Agreement.~~its operating subsidiary, Ashford Hospitality Limited Partnership (“Ashford Trust OP”).

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

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

~~On July 1, 2020,~~ Lismore ~~and~~has certain agreements with Ashford Trust ~~amended~~to provide debt placement, modifications and ~~restated~~refinancings of certain mortgage debt. Lismore’s fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan, modification or other transaction is closed. Lismore also previously held an agreement with Ashford Trust ~~Agreement~~(the “Ashford Trust Agreement”) with an effective date of April 6, 2020 pursuant to ~~negotiate the refinancing, modification or~~which Lismore negotiated forbearance, modifications and refinancings of the existing mortgage ~~and mezzanine~~ debt on Ashford Trust’s ~~hotels (the “Ashford Trust Agreement”).~~hotels. The Ashford Trust Agreement additionally ~~allows~~allowed for the Company to receive certain fees for refinancings performed within eight months after the Ashford Trust Agreement ~~terminates.~~terminated. The Ashford Trust Agreement terminated effective April 6, 2022. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022, ~~the Company recognized revenue of $125,000 and $2.4 million, respectively. For the three and nine months ended September 30, 2021,~~ the Company recognized revenue of $2.3 million under the Ashford Trust Agreement.

The following table summarizes the revenues and $8.0 million, respectively. The nine month period ended September 30, 2021 includes a $1.1 million cumulative catch-up adjustment to revenue which was previously considered constrained. As of September 30, 2022 and December 31, 2021, the Company recorded $0 and $2.4 million, respectively, as deferred income. The deferred incomeexpenses related to the various Lismore fees described above was recognized over the 24 month term of the agreement on a straight line basis as the service was rendered, only to the extent it was probable that a significant reversal of revenue would not occur. Constraints relating to variable consideration were resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price was adjusted on a cumulative catch-up basis in the period a transaction or financing event closed. See the table below for details of the revenue recognized by the Company and note 3 for additional discussion of the related deferred income.Ashford Trust (in thousands):

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
REVENUES BY TYPE	REVENUES BY TYPE									REVENUES BY TYPE
Advisory services fees:	Advisory services fees:									Advisory services fees:
Base advisory fees ~~(1)~~	Base advisory fees ~~(1)~~	$	8,855	$	7,254	$	26,202	$	21,762	Base advisory fees ~~(1)~~		$	8,468	$	8,735

Hotel management fees:	Hotel management fees:									Hotel management fees:
Base management fees	Base management fees	6,230		5,024		17,805		12,874		Base management fees		6,357		5,002
Incentive management fees	Incentive management fees	1,376		1,416		4,080		3,017		Incentive management fees		566		783
Total hotel management fees revenue ~~(2)~~(1)	Total hotel management fees revenue ~~(2)~~(1)	7,606		6,440		21,885		15,891		Total hotel management fees revenue ~~(2)~~(1)		6,923		5,785

Design and construction fees revenue ~~(3)~~(2)	Design and construction fees revenue ~~(3)~~(2)	3,065		810		7,881		1,847		Design and construction fees revenue ~~(3)~~(2)		3,381		2,472

Other revenue
Other revenue:										Other revenue:

Watersports, ferry and excursion services ~~(5)~~(4)	Watersports, ferry and excursion services ~~(5)~~(4)	74		—		198		—		Watersports, ferry and excursion services ~~(5)~~(4)		16		43
Debt placement and related fees ~~(6)~~(5)	Debt placement and related fees ~~(6)~~(5)	125		3,074		3,108		8,799		Debt placement and related fees ~~(6)~~(5)		395		2,293

Cash management fees (6)										Cash management fees (6)		71		—
Claims management services (7)	Claims management services (7)	—		25		15		55		Claims management services (7)		1		14

Other services (8)	Other services (8)	342		440		1,018		1,232		Other services (8)		397		348
Total other revenue	Total other revenue	541		3,539		4,339		10,086		Total other revenue		880		2,698

Cost reimbursement revenue	Cost reimbursement revenue	61,687		47,646		181,613		110,202		Cost reimbursement revenue		69,577		58,306

Total revenues	Total revenues	$	81,754	$	65,689	$	241,920	$	159,788	Total revenues		$	89,229	$	77,996

REVENUES BY SEGMENT (9)	REVENUES BY SEGMENT (9)									REVENUES BY SEGMENT (9)
REIT advisory	REIT advisory	$	12,221	$	11,454	$	37,381	$	33,212	REIT advisory		$	12,762	$	13,006
Remington	Remington	66,888		49,369		189,375		113,549		Remington		70,000		58,129
Premier	Premier	5,593		1,351		13,073		2,994		Premier		5,221		3,606
INSPIRE	INSPIRE	19		—		74		—		INSPIRE		29		38
RED	RED	79		—		208		—		RED		28		43
OpenKey	OpenKey	29		29		93		89		OpenKey		30		34
Corporate and other (10)	Corporate and other (10)	(3,075)		3,486		1,716		9,944		Corporate and other (10)		1,159		3,140
Total revenues	Total revenues	$	81,754	$	65,689	$	241,920	$	159,788	Total revenues		$	89,229	$	77,996

COST OF REVENUES	COST OF REVENUES									COST OF REVENUES
Cost of revenues for audio visual (4)		$	1,833	$	945	$	5,506	$	1,641
Cost of revenues for audio visual (3)										Cost of revenues for audio visual (3)		$	2,655	$	1,448

SUPPLEMENTAL REVENUE INFORMATION	SUPPLEMENTAL REVENUE INFORMATION									SUPPLEMENTAL REVENUE INFORMATION
Audio visual revenue from guests at REIT properties (4)		$	4,267	$	2,118	$	12,903	$	3,691
Watersports, ferry and excursion services revenue from guests at REIT properties (4)		71		89		135		300
Audio visual revenue from guests at REIT properties (3)										Audio visual revenue from guests at REIT properties (3)		$	6,495	$	3,350

________

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

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~~(unaudited)~~

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

~~(3)~~Table of Contents

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

~~(5)~~(4) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Ashford Trust rather than contracting with third-party customers.

~~(6)~~(5) Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services.

(6) Cash management fees include revenue earned by providing active management and investment of Ashford Trust’s excess cash in short-term U.S. Treasury securities.

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

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

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

(10) The Corporate and Other segment’s revenue ~~in the three and nine months ended September 30, 2022~~ includes ~~a re-allocation of $3.5 million of~~ cost reimbursement revenue ~~to Braemar which had previously been allocated~~from Ashford Trust’s capital contributions to Ashford ~~Trust. Expense reimbursements~~Securities under the Third Amended and Restated Contribution Agreement between the Company, Ashford Trust and Braemar. Capital contributions are ~~allocated among~~divided between the Company, Ashford Trust and Braemar ~~quarterly~~ based upon ~~management’s estimate of~~ the actual amount of capital raised through Ashford Securities ~~upon the earlier of $400 million~~for each company which may result in ~~aggregate non-listed preferred equity offerings~~increases or ~~other debt or equity offerings through Ashford Securities or June 10, 2023.~~decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below.

Braemar—We are also a party to an amended and restated advisory agreement with Braemar and its operating subsidiary, Braemar ~~OP.~~Hospitality Limited Partnership (“Braemar OP”).

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

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

~~On March 20, 2020,~~ Lismore ~~entered into an agreement~~has certain agreements with Braemar to ~~negotiate~~provide debt placement, modifications and refinancings of certain mortgage debt. Lismore’s fees are recognized based on a stated percentage of the ~~refinancing,~~loan amount when services have been rendered and the subject loan, modification or ~~forbearance of~~other transaction is closed.

The following table summarizes the ~~existing mortgage~~revenues and mezzanine debt on Braemar’s hotels (the “Braemar Agreement”). The Braemar Agreement terminated effective March 20, 2021. For the three and nine months ended September 30, 2021, the Company recognized revenue of $0 and $853,000, respectively,expenses related to ~~the~~ Braemar ~~Agreement.~~(in thousands):

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(unaudited)


	Three Months Ended March 31,
		2023		2022
REVENUES BY TYPE
Advisory services fees:
Base advisory fees		$	3,640	$	2,939


Incentive advisory fees (1)		67		—
Other advisory revenue (2)		128		128
Total advisory services fees revenue		3,835		3,067

Hotel management fees:
Base management fees		577		700
Incentive management fees		—		202
Total hotel management fees revenue (3)		577		902

Design and construction fees revenue (4)		2,520		1,320


Other revenue:


Watersports, ferry and excursion services (6)		618		583
Debt placement and related fees (7)		—		190

Cash management fees (8)		55		—
Claims management services (9)		—		1


Other services (10)		89		42
Total other revenue		762		816

Cost reimbursement revenue		14,519		11,045

Total revenues		$	22,213	$	17,150

REVENUES BY SEGMENT (11)
REIT advisory		$	8,118	$	6,388
Remington		6,684		7,062
Premier		3,440		1,831
INSPIRE		24		19
RED		628		583
OpenKey		9		9
Corporate and other (12)		3,310		1,258
Total revenues		$	22,213	$	17,150

COST OF REVENUES (5)
Cost of revenues for audio visual		$	1,171	$	701
Other		632		86

SUPPLEMENTAL REVENUE INFORMATION
Audio visual revenues from guests at REIT properties (5)		$	2,929	$	1,671
Watersports, ferry and excursion services revenue from guests at REIT properties (5)		765		612

________

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

Three Months Ended September 30, Nine Months Ended September 30,
2022 2021 2022 2021
REVENUES BY TYPE
Advisory services fees:
Base advisory fees $ 3,269 $ 2,758 $ 9,435 $ 7,981
Other advisory revenue (1)
131 131 389 389
Total advisory services fees revenue 3,400 2,889 9,824 8,370
Hotel management fees:
Base management fees 715 675 2,210 1,590
Incentive management fees 123 168 587 389
Total hotel management fees revenue (2)
838 843 2,797 1,979
Design and construction fees revenue (3)
2,387 508 5,352 1,129
Other revenue
Watersports, ferry and excursion services (5)
574 517 1,848 1,744
Debt placement and related fees (6)
— 150 190 1,003
Claims management services (7)
— 3 1 6
Other services (8)
56 50 128 137
Total other revenue 630 720 2,167 2,890
Cost reimbursement revenue 19,404 9,314 42,523 20,539
Total revenues $ 26,659 $ 14,274 $ 62,663 $ 34,907
REVENUES BY SEGMENT (9)
REIT advisory $ 7,830 $ 6,480 $ 21,285 $ 16,539
Remington 6,964 5,418 21,157 12,057
Premier 3,080 794 7,231 1,667
INSPIRE 19 — 60 —
RED 577 517 1,855 1,744
OpenKey 9 10 28 29
Corporate and other (10)
8,180 1,055 11,047 2,871
Total revenues $ 26,659 $ 14,274 $ 62,663 $ 34,907
COST OF REVENUES (4)
Cost of revenues for audio visual $ 1,081 $ 402 $ 2,837 $ 501
Other 272 98 717 314

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

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~~________~~

(1) The incentive advisory fees for the three months ended March 31, 2023 includes the pro-rata portion of the second year installment of the 2022 incentive advisory fee which will be paid in January 2024. Incentive fee payments are subject to meeting the December 31st FCCR Condition each year, as defined in our advisory agreements. The annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021 measurement period.

~~(1)~~(2) In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10-year initial term.

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

~~(3)~~(4) Design and construction fees revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural and project management services for which Premier receives fees. See note 3 for discussion of the design and construction fees revenue recognition policy.

~~(4)~~(5) INSPIRE and RED primarily contract directly with third-party customers to whom they provide services. INSPIRE and RED recognize the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, for INSPIRE and RED are recognized in “cost of revenues for audio visual” and “other” operating expense, respectively, in our consolidated statements of operations. See note 3 for discussion of the revenue recognition policy.

~~(5)~~(6) Watersports, ferry and excursion services revenue includes revenue that is earned by RED for providing services directly to Braemar rather than contracting with third-party customers.

~~(6)~~(7) Debt placement and related fees are earned by Lismore for providing debt placement, modification ~~forbearance~~ and refinancing services.

~~(7)~~(8) Cash management fees include revenue earned by providing active management and investment of Braemar’s excess cash in short-term U.S. Treasury securities.

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

~~(8)~~(10) Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey and Pure Wellness.

~~(9)~~(11) See note 17 for discussion of segment reporting.

~~(10)~~(12) The Corporate and Other segment’s revenue ~~in the three and nine months ended September 30, 2022~~ includes ~~a re-allocation of $3.5 million of~~ cost reimbursement revenue ~~to Braemar which had previously been allocated~~from Braemar’s capital contributions to Ashford ~~Trust. Expense reimbursements~~Securities under the Third Amended and Restated Contribution Agreement between the Company, Ashford Trust and Braemar. Capital contributions are ~~allocated among~~divided between the Company, Ashford Trust and Braemar ~~quarterly~~ based upon ~~management’s estimate of~~ the actual amount of capital raised through Ashford Securities ~~upon the earlier of $400 million~~for each company which may result in ~~aggregate non-listed preferred equity offerings~~increases or ~~other debt or equity offerings through Ashford Securities or June 10, 2023.~~decreases to cost reimbursement revenue in any given reporting period. See discussion regarding Ashford Securities below.

Ashford Securities—On December 31, 2020, the Company entered into an Amended and Restated Contribution Agreement with the Parties with respect to funding certain expenses of Ashford Securities. Beginning on the effective date of the Amended and Restated Contribution Agreement, costs to fund the operations of Ashford Securities were allocated 50% to the Company, 50% to Braemar and 0% to Ashford Trust. Upon reaching the Amended and Restated True-Up Date, there will be a true up among the Parties whereby the actual amount contributed by each Party will be based on the actual amount of capital raised by such Party through Ashford Securities (the resulting ratio of contributions among the Parties, the “Initial True-Up Ratio”). On January 27, 2022, the Parties entered into a Second Amended and Restated Contribution Agreement which provided for an additional $18 million in aggregate contributions to Ashford Securities allocated 10% to the Company, 45% to Ashford Trust and 45% to Braemar. On February 3, 2023, the Amended and Restated True-Up Date occurred and, on March 30, 2023, Braemar paid the Company $8.7 million for Braemar’s portion of their contributions to fund Ashford Securities as calculated under the Initial True-Up Ratio. The $8.7 million payment consisted of $2.5 million and $6.2 million for the Company’s and Ashford Trust’s prior contributions made to Ashford Securities, respectively, which were owed by Braemar as calculated under the Initial True-Up Ratio. On March 30, 2023, the Company paid Ashford Trust $6.2 million.

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(unaudited)

On February 1, 2023, the Parties entered into a Third Amended and Restated Contribution Agreement. The Third Amended and Restated Contribution Agreement states that after reaching the Amended and Restated True-Up Date capital contributions for the remainder of fiscal year 2023 will be divided between each Party based on the actual amount of capital raised by such Party through Ashford Securities. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 19, 2019 (the resulting ratio of capital contributions among the Company, Ashford Trust and Braemar following this true-up, the “Cumulative Ratio”). Thereafter, the capital contributions will be divided among each Party in accordance with the Cumulative Ratio, as recalculated at the end of each year.

As of March 31, 2023, Ashford Trust and Braemar have funded approximately $135,000 and $15.9 million, respectively. The Company recognized $398,000 and $527,000 of cost reimbursement revenue from Ashford Trust for the three months ended March 31, 2023 and 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $3.2 million and $1.0 million of cost reimbursement revenue from Braemar for the three months ended March 31, 2023 and 2022, respectively, in our condensed consolidated statements of operations. Cost reimbursement revenue for the three months ended March 31, 2023 includes $227,000 and $2.0 million of dealer manager fees earned by Ashford Securities for the placement of Ashford Trust’s and Braemar’s non-listed preferred equity offerings, respectively.

Expiration of Ashford Trust ERFP ~~Commitments~~Agreement Related Leases—On June 26, 2018, the Company entered into an Enhanced Return Funding Program Agreement with Ashford Trust (the “Ashford Trust ERFP Agreement”).Although the Ashford Trust ERFP Agreement with Ashford Trust. The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. On January 15, 2019, the Company entered into the Braemar ERFP Agreement (collectively with the Ashford Trust ERFP Agreement, the “ERFP Agreements”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the ERFP Agreements, the Company agreed to provide $50 million (each, an “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company paid each REIT 10% of each acquired hotel’s purchase price in exchange for furniture, fixtures and equipment (“FF&E”) at a property owned by such REIT, which were subsequently leased by us to such REIT rent-free. Each of the REITs must provide reasonable advance notice to the Company to request ERFP funds in accordance with the respective ERFP Agreement. The ERFP Agreements required that the Company acquire the related FF&E either at the time of the property acquisition or at any time generally within two years of the respective REITs’ acquisition of the hotel property. The Company recognized the related depreciation tax deduction at the time such FF&E was purchased by the Company and placed into service at the respective REIT’s hotel properties. However, the timing of the FF&E purchased and placed into service was subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E.

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

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

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

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

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

parties survived. In the first quarter of 2022, Ashford Trust purchased furniture, fixtures and equipment (“FF&E&E”) with a net book value of $1.1 million from the Company at the fair market value of $406,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP ~~Agreement (which continues to survive following the termination of such agreement).~~Agreement. The Company recorded a loss on sale of the FF&E of $706,000 which is included within “other” operating expense in our condensed consolidated statement of ~~operations.~~operations for the three months ended March 31, 2022.

In the fourth quarter of 2022, Ashford Trust purchased FF&E with a net book value of $3.1 million from the Company at the fair market value of $1.0 million upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recognized a $1.0 million outstanding receivable which is recorded in “due from Ashford Trust” in our condensed consolidated balance sheet as of March 31, 2023.

In the first quarter of 2023, Ashford Trust purchased FF&E with a net book value of $1.5 million from the Company at the fair market value of $450,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recognized a $450,000 outstanding receivable which is recorded in “due from Ashford Trust” in our condensed consolidated balance sheet as of March 31, 2023. The Company recorded a loss on the sale of the FF&E of $1.0 million which is included within “other” operating expense in our condensed consolidated statement of operations for the three months ended March 31, 2023.

Other Related Party Transactions—On January 3, 2023, the Company acquired RHC, an affiliate owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, from which the Company leases the offices for our corporate headquarters in Dallas, Texas. The purchase price paid was de minimis. We accounted for this transaction as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in a group of similar identifiable assets. Upon the acquisition date, the operating lease asset and corresponding operating lease liability of $17.2 million associated with the Company’s lease with RHC was eliminated upon consolidation.

The following table summarizes the assets and liabilities acquired by the Company on the asset acquisition date (in thousands):

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(unaudited)


	January 3, 2023
Restricted cash	$	849
Property and equipment, net	2,183
Operating lease right-of-use assets	15,017
Total assets acquired	18,049
Operating lease liabilities	17,200
Other liabilities	849
Total assumed liabilities	18,049
Net assets acquired	$	—

~~Ashford Securities~~—On ~~December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by~~March 2, 2023, the Company Ashford Trust and Braemar with respect to expenses to be reimbursed by Ashford Securities. Beginning on the effective date of the Amended and Restated Contribution Agreement, costs to fund the operations of Ashford Securities were allocated based upon an allocation percentage of 50% to the Company, 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023, there will be an amended and restated true up (the “Amended and Restated True-Up Date”) among the Company, Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by the Company, Ashford Trust and Braemar, respectively, through Ashford Securities. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among the Company, Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. On January 27, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “2023 Braemar Limited Waiver”) with Braemar, Braemar OP, and Braemar TRS and a Limited Waiver Under Advisory Agreement (the “2023 Ashford Trust Limited Waiver” and, together with the 2023 Braemar Limited Waiver, the “2023 Limited Waivers”) with Ashford Trust, Ashford Trust OP, and Ashford Trust TRS. Pursuant to the 2023 Limited Waivers, the parties to the Second Amended and Restated ~~Contribution~~Advisory Agreement with Ashford Trust and ~~Braemar which provided for an additional $18 million in expenses to be reimbursed with all expenses allocated 10% to~~ the ~~Company, 45% to Ashford Trust, and 45% to Braemar.~~

As of September 30, 2022, Ashford Trust and Braemar have funded approximately $5.6 million and $5.1 million, respectively. Expense reimbursements are allocated among the Company, Ashford Trust and Braemar quarterly based upon management’s estimate of the actual capital that will be raised through Ashford Securities upon the earlier of $400 million in aggregate non-listed preferred equity offerings or other debt or equity offerings through Ashford Securities or June 10, 2023. Prior to September 30, 2022, sufficient information was not available to estimate the actual capital which will be raised by each Company on theFifth Amended and Restated ~~True-Up Date. Based upon management’s estimate as~~Advisory Agreement with Braemar waive the operation of ~~September 30, 2022,~~any provision of such agreement that would otherwise limit the ~~three and nine months ended September 30, 2022 included a re-allocation~~ability of ~~$3.5 million of cost reimbursement revenue and reimbursed expenses to Braemar which had previously been allocated to~~ Ashford Trust or Braemar, as applicable, in its discretion, at its cost and ~~a re-allocation~~expense, to award during the first and second fiscal quarters of ~~$1.3 million~~calendar year 2023 (the “2023 Waiver Period”), cash incentive compensation to employees and other representatives of ~~cost reimbursement revenue and reimbursed expenses to Braemar which had previously been allocated~~the Company; provided that, pursuant to the ~~Company and eliminated upon consolidation.~~

~~The Company recognized a reduction to cost reimbursement revenue of $3.5 million and $2.3 million from~~2023 Ashford Trust ~~for~~Limited Waiver, such awarded cash incentive compensation does not exceed $13.1 million, in the three and nine months ended September 30, 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $8.1 million and $10.8 million of cost reimbursement revenue from Braemar foraggregate, during the three and nine months ended September 30, 2022, respectively, in our condensed consolidated statements of operations. The Company recognized $864,000 and $1.8 million of cost reimbursement revenue from Braemar for the three and nine months ended September 30, 2021, respectively, in our condensed consolidated statements of operations. Cost reimbursement revenue for the three and nine months ended September 30, 2022 includes $2.6 million and $3.8 million of dealer manager fees earned by Ashford Securities for the placement of Braemar’s non-listed preferred equity offerings.

~~Other Related Party Transactions~~—The Company leases office space from Remington Hotel Corporation (“RHC”), an affiliate owned by the Bennetts, at our corporate headquarters in Dallas, Texas. For the three and nine months ended September 30, 2022, we recorded $818,000 and $2.5 million, respectively, in rent expense related to our corporate office lease with RHC. For the three and nine months ended September 30, 2021, we recorded $838,000 and $2.5 million, respectively, in rent expense related to our corporate office lease with RHC.2023 Waiver Period.

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

Ashford Trust held a 15.06% noncontrolling interest in OpenKey, and ~~16.65%~~Braemar held a 7.92% noncontrolling interest in OpenKey, as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021, respectively,~~2022. On February 2, 2023, OpenKey entered into a loan funding agreement with Braemar for 2023 with a maximum loan amount of $395,000, funded quarterly at $99,000. See note 6.

As of March 31, 2023, we have a note receivable from an affiliate BP Annex Dev LLC for $913,000. BP Annex Dev LLC has the ability to borrow an additional $108,000 for a maximum note commitment of $1.0 million from the Company. The note bears interest at 8.00% per annum, compounding annually. Interest is paid in-kind and ~~Braemar held a 7.92% and 7.77% noncontrolling interest~~added to the outstanding principal balance until the note maturity date of November 11, 2026. The note receivable is recorded in ~~OpenKey as of September 30, 2022 and December 31, 2021. For the three and nine months ended September 30, 2022,~~ ~~Braemar invested~~ ~~$164,000~~ ~~and~~ ~~$327,000, respectively,~~ “other assets, net” in ~~OpenKey~~.our condensed consolidated balance sheet.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

16. Income (Loss) Per Share

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


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net income (loss) attributable to common stockholders – basic and diluted:	Net income (loss) attributable to common stockholders – basic and diluted:									Net income (loss) attributable to common stockholders – basic and diluted:
Net income (loss) attributable to the Company	Net income (loss) attributable to the Company	$	(989)	$	(163)	$	5,441	$	(14,057)	Net income (loss) attributable to the Company		$	1,309	$	948
Less: Dividends on preferred stock, declared and undeclared (1)	Less: Dividends on preferred stock, declared and undeclared (1)	(9,029)		(8,762)		(27,422)		(26,001)		Less: Dividends on preferred stock, declared and undeclared (1)		(9,034)		(9,373)
Less: Amortization of preferred stock discount		—		(306)		—		(933)

Undistributed net income (loss) allocated to common stockholders	Undistributed net income (loss) allocated to common stockholders	(10,018)		(9,231)		(21,981)		(40,991)		Undistributed net income (loss) allocated to common stockholders		(7,725)		(8,425)

Distributed and undistributed net income (loss) - basic	Distributed and undistributed net income (loss) - basic	$	(10,018)	$	(9,231)	$	(21,981)	$	(40,991)	Distributed and undistributed net income (loss) - basic		$	(7,725)	$	(8,425)

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

Distributed and undistributed net income (loss) - diluted	Distributed and undistributed net income (loss) - diluted	$	(10,018)	$	(10,842)	$	(22,601)	$	(40,991)	Distributed and undistributed net income (loss) - diluted		$	(7,725)	$	(8,425)

Weighted average common shares outstanding:	Weighted average common shares outstanding:									Weighted average common shares outstanding:
Weighted average common shares outstanding – basic	Weighted average common shares outstanding – basic	2,960		2,785		2,895		2,746		Weighted average common shares outstanding – basic		2,984		2,809

Effect of deferred compensation plan shares		—		197		65		—

Weighted average common shares outstanding – diluted	Weighted average common shares outstanding – diluted	2,960		2,982		2,960		2,746		Weighted average common shares outstanding – diluted		2,984		2,809

Income (loss) per share – basic:	Income (loss) per share – basic:									Income (loss) per share – basic:

Net income (loss) allocated to common stockholders per share	Net income (loss) allocated to common stockholders per share	$	(3.38)	$	(3.31)	$	(7.59)	$	(14.93)	Net income (loss) allocated to common stockholders per share		$	(2.59)	$	(3.00)
Income (loss) per share – diluted:	Income (loss) per share – diluted:									Income (loss) per share – diluted:

Net income (loss) allocated to common stockholders per share	Net income (loss) allocated to common stockholders per share	$	(3.38)	$	(3.64)	$	(7.64)	$	(14.93)	Net income (loss) allocated to common stockholders per share		$	(2.59)	$	(3.00)

________

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

~~Table of Contents~~

~~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,					Three Months Ended March 31,
		2022		2021		2022		2021				2023		2022
Net income (loss) allocated to common stockholders is not adjusted for:	Net income (loss) allocated to common stockholders is not adjusted for:									Net income (loss) allocated to common stockholders is not adjusted for:

Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings	Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings	$	158	$	(13)	$	290	$	(56)	Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings		$	155	$	(9)
Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock		—		—		—		(152)
Net income (loss) attributable to subsidiary convertible interests										Net income (loss) attributable to subsidiary convertible interests		20		—

Dividends on preferred stock, declared and undeclared	Dividends on preferred stock, declared and undeclared	9,029		8,762		27,422		26,001		Dividends on preferred stock, declared and undeclared		9,034		9,373
Amortization of preferred stock discount		—		306		—		933

Total	Total	$	9,187	$	9,055	$	27,712	$	26,726	Total		$	9,209	$	9,364
Weighted average diluted shares are not adjusted for:	Weighted average diluted shares are not adjusted for:									Weighted average diluted shares are not adjusted for:

Effect of unvested restricted shares	Effect of unvested restricted shares	82		160		87		101		Effect of unvested restricted shares		32		97

Effect of assumed conversion of Ashford Holdings units	Effect of assumed conversion of Ashford Holdings units	89		4		56		4		Effect of assumed conversion of Ashford Holdings units		93		8
Effect of incremental subsidiary shares		125		140		116		152
Effect of conversion of subsidiary interests										Effect of conversion of subsidiary interests		155		104

Effect of assumed conversion of preferred stock	Effect of assumed conversion of preferred stock	4,258		4,284		4,289		4,246		Effect of assumed conversion of preferred stock		4,226		4,365
Total	Total	4,554		4,588		4,548		4,503		Total		4,506		4,574

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

17. Segment Reporting

Our operating segments include: (a) REIT Advisory, which provides asset management and advisory services to other entities; (b) Remington, which provides hotel management services; (c) Premier, which provides comprehensive and cost-effective design, development, architectural, and project management services; (d) INSPIRE, which provides event technology and creative communications solutions services; (e) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest rooms; (f) RED, a provider of watersports activities and other travel and transportation services; ~~(g) Marietta, which holds the leasehold rights to a single hotel~~ and ~~convention center property in Marietta, Georgia; and (h)~~(g) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality and commercial office industry. For ~~2022,~~2023, Premier, OpenKey, RED, ~~Marietta~~ and Pure Wellness do not meet the aggregation criteria or the quantitative thresholds to individually qualify as reportable segments. However, we have elected to disclose Premier, RED and OpenKey as reportable segments. Accordingly, we have six reportable segments: REIT Advisory, Remington, Premier, INSPIRE, RED and OpenKey. We combine the operating results of ~~Marietta~~Pure Wellness and, ~~Pure Wellness~~for the three months ended March 31, 2022, Marietta, into an “all other” seventh reportable segment, which we refer to as “Corporate and Other.” See ~~footnote~~note 3 for details of our segments’ material revenue generating activities.

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Certain information concerning our segments for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ are presented in the following tables (in thousands). Consolidated subsidiaries are reflected as of their respective acquisition dates or as of the date we were determined to be the primary beneficiary of variable interest entities.


		Three Months Ended September 30, 2022																Three Months Ended March 31, 2023
		REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated										REIT Advisory			Remington			Premier			INSPIRE			RED			OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE	REVENUE																							REVENUE
Advisory services		$	12,255	$	—	$	—	$	—	$	—	$	—	$	—	$	12,255
Hotel management		—		12,876		—		—		—		—		—		12,876
Advisory services fees																			Advisory services fees	$	12,303	$	—		$	—		$	—		$	—		$	—		$	—		$	12,303
Hotel management fees																			Hotel management fees	—		12,187			—			—			—			—			—			12,187
Design and construction fees	Design and construction fees	—		—		6,276		—		—		—		—		6,276								Design and construction fees		—			—			6,929			—			—			—		—		6,929

Audio visual	Audio visual	—		—		—		26,159		—		—		—		26,159								Audio visual		—			—			—			40,357			—			—		—		40,357
Other	Other	—		—		—		—		6,608		389		3,394		10,391								Other		127			—			—			—			7,628			389		930		9,074
Cost reimbursement revenue (1)	Cost reimbursement revenue (1)	7,798		80,880		3,306		38		8		—		4,621		96,651								Cost reimbursement revenue (1)		8,451			89,277			2,842			52			23			—		3,627		104,272
Total revenues	Total revenues	20,053		93,756		9,582		26,197		6,616		389		8,015		164,608								Total revenues		20,881			101,464			9,771			40,409			7,651			389		4,557		185,122
EXPENSES	EXPENSES																							EXPENSES
Depreciation and amortization	Depreciation and amortization	853		3,288		2,978		418		175		3		381		8,096								Depreciation and amortization		516			2,871			2,888			463			181			3		78		7,000

Other operating expenses (2)	Other operating expenses (2)	—		6,971		3,071		25,571		5,895		1,362		14,271		57,141								Other operating expenses (2)		1,032			8,189			4,211			35,044			7,093			1,357		12,355		69,281
Reimbursed expenses (1)	Reimbursed expenses (1)	7,723		80,880		3,306		38		8		—		4,621		96,576								Reimbursed expenses (1)		8,377			89,277			2,842			52			23			—		3,627		104,198
Total operating expenses	Total operating expenses	8,576		91,139		9,355		26,027		6,078		1,365		19,273		161,813								Total operating expenses		9,925			100,337			9,941			35,559			7,297			1,360		16,060		180,479
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)	11,477		2,617		227		170		538		(976)		(11,258)		2,795								OPERATING INCOME (LOSS)		10,956			1,127			(170)			4,850			354			(971)		(11,503)		4,643
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities	—		—		—		—		—		—		(147)		(147)								Equity in earnings (loss) of unconsolidated entities		—			—			—			—			—			—		(459)		(459)
Interest expense	Interest expense	—		—		—		(345)		(195)		—		(2,426)		(2,966)								Interest expense		—			—			—			(295)			(276)			—		(2,266)		(2,837)
Amortization of loan costs	Amortization of loan costs	—		—		—		(23)		(10)		—		(186)		(219)								Amortization of loan costs		—			—			—			(37)			(10)			—		(194)		(241)
Interest income	Interest income	—		38		—		—		—		—		38		76								Interest income		—			40			—			—			—			—		237		277
Realized gain (loss) on investments	Realized gain (loss) on investments	—		(3)		—		—		—		—		—		(3)								Realized gain (loss) on investments		—			(80)			—			—			—			—		—		(80)
Other income (expense)	Other income (expense)	—		18		—		(91)		(1)		—		52		(22)								Other income (expense)		—			59			—			21			428			—		(15)		493
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	11,477		2,670		227		(289)		332		(976)		(13,927)		(486)								INCOME (LOSS) BEFORE INCOME TAXES		10,956			1,146			(170)			4,539			496			(971)		(14,200)		1,796
Income tax (expense) benefit	Income tax (expense) benefit	(2,849)		(256)		(112)		53		192		—		2,355		(617)								Income tax (expense) benefit		(2,562)			(296)			51			(2,616)			(45)			—		4,848		(620)
NET INCOME (LOSS)	NET INCOME (LOSS)	$	8,628	$	2,414	$	115	$	(236)	$	524	$	(976)	$	(11,572)	$	(1,103)							NET INCOME (LOSS)		$	8,394		$	850		$	(119)		$	1,923		$	451		$	(971)	$	(9,352)	$	1,176

________

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

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Nine Months Ended September 30, 2022
REIT Advisory Remington Premier INSPIRE RED OpenKey Corporate and Other Ashford Inc. Consolidated
REVENUE
Advisory services fees $ 36,026 $ — $ — $ — $ — $ — $ — $ 36,026
Hotel management fees — 33,474 — — — — — 33,474
Design and construction fees — — 15,538 — — — — 15,538
Audio visual — — — 87,101 — — — 87,101
Other 16 181 — — 20,337 1,180 12,188 33,902
Cost reimbursement revenue (1)
22,626 221,407 7,355 134 17 4 8,436 259,979
Total revenues 58,668 255,062 22,893 87,235 20,354 1,184 20,624 466,020
EXPENSES
Depreciation and amortization 2,558 9,107 8,914 1,358 501 9 1,293 23,740
Other operating expenses (2)
706 17,216 9,787 76,377 16,633 4,024 39,792 164,535
Reimbursed expenses (1)
22,312 221,407 7,355 134 17 4 8,436 259,665
Total operating expenses 25,576 247,730 26,056 77,869 17,151 4,037 49,521 447,940
OPERATING INCOME (LOSS) 33,092 7,332 (3,163) 9,366 3,203 (2,853) (28,897) 18,080
Equity in earnings (loss) of unconsolidated entities — — — — — — 110 110
Interest expense — — — (860) (537) — (5,384) (6,781)
Amortization of loan costs — — — (93) (41) — (390) (524)
Interest income — 145 — — — — 50 195
Realized gain (loss) on investments — (74) — — — — — (74)
Other income (expense) — 18 — (95) (41) 4 (20) (134)
INCOME (LOSS) BEFORE INCOME TAXES 33,092 7,421 (3,163) 8,318 2,584 (2,849) (34,531) 10,872
Income tax (expense) benefit (8,196) (251) (678) (3,318) (680) — 7,152 (5,971)
NET INCOME (LOSS) $ 24,896 $ 7,170 $ (3,841) $ 5,000 $ 1,904 $ (2,849) $ (27,379) $ 4,901

~~________~~

~~(1)~~ ~~Our segments are reported net of eliminations upon consolidation. Approximately $9.6~~$3.1 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

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

4942

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


		Three Months Ended September 30, 2021																	Three Months Ended March 31, 2022
		REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated			REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE	REVENUE																	REVENUE
Advisory services fees	Advisory services fees	$	10,143	$	—	$	—	$	—	$	—	$	—	$	—	$	10,143	Advisory services fees	$	11,802	$	—	$	—	$	—	$	—	$	—	$	—	$	11,802
Hotel management fees	Hotel management fees	—		7,750		—		—		—		—		—		7,750		Hotel management fees	—		7,178		—		—		—		—		—		7,178
Design and construction fees	Design and construction fees	—		—		2,202		—		—		—		—		2,202		Design and construction fees	—		—		4,524		—		—		—		—		4,524
Audio visual	Audio visual	—		—		—		15,108		—		—		—		15,108		Audio visual	—		—		—		24,965		—		—		—		24,965
Other	Other	28		—		—		—		6,738		505		5,833		13,104		Other	15		181		—		—		6,045		378		4,820		11,439
Cost reimbursement revenue (1)	Cost reimbursement revenue (1)	7,765		50,405		845		—		—		—		864		59,879		Cost reimbursement revenue (1)	7,576		63,148		1,702		57		—		4		1,564		74,051
Total revenues	Total revenues	17,936		58,155		3,047		15,108		6,738		505		6,697		108,186		Total revenues	19,393		70,507		6,226		25,022		6,045		382		6,384		133,959
EXPENSES	EXPENSES																	EXPENSES
Depreciation and amortization	Depreciation and amortization	980		3,036		3,058		471		106		4		401		8,056		Depreciation and amortization	853		2,696		2,962		468		112		4		530		7,625
Impairment		—		—		—		1,160		—		—		—		1,160

Other operating expenses (2)	Other operating expenses (2)	26		3,748		2,250		14,819		5,195		1,373		11,110		38,521		Other operating expenses (2)	706		4,308		2,995		22,371		5,069		1,295		12,720		49,464
Reimbursed expenses (1)	Reimbursed expenses (1)	7,708		50,405		845		—		—		—		864		59,822		Reimbursed expenses (1)	7,433		63,148		1,702		57		—		4		1,564		73,908
Total operating expenses	Total operating expenses	8,714		57,189		6,153		16,450		5,301		1,377		12,375		107,559		Total operating expenses	8,992		70,152		7,659		22,896		5,181		1,303		14,814		130,997
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)	9,222		966		(3,106)		(1,342)		1,437		(872)		(5,678)		627		OPERATING INCOME (LOSS)	10,401		355		(1,433)		2,126		864		(921)		(8,430)		2,962
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities	—		15		—		—		—		—		(3)		12		Equity in earnings (loss) of unconsolidated entities	—		—		—		—		—		—		190		190
Interest expense	Interest expense	—		—		—		(222)		(164)		—		(904)		(1,290)		Interest expense	—		—		—		(240)		(159)		—		(880)		(1,279)
Amortization of loan costs	Amortization of loan costs	—		—		—		(43)		(13)		—		(22)		(78)		Amortization of loan costs	—		—		—		(35)		(16)		—		(22)		(73)
Interest income	Interest income	—		72		—		—		—		—		—		72		Interest income	—		70		—		—		—		—		11		81
Realized gain (loss) on investments	Realized gain (loss) on investments	—		370				—		—		—		—		370		Realized gain (loss) on investments	—		(71)		—		—		—		—		—		(71)
Other income (expense)	Other income (expense)	—		9		—		81		(61)		—		—		29		Other income (expense)	—		167		—		14		(37)		—		3		147
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	9,222		1,432		(3,106)		(1,526)		1,199		(872)		(6,607)		(258)		INCOME (LOSS) BEFORE INCOME TAXES	10,401		521		(1,433)		1,865		652		(921)		(9,128)		1,957
Income tax (expense) benefit	Income tax (expense) benefit	(2,011)		(469)		728		350		(377)		—		1,681		(98)		Income tax (expense) benefit	(2,451)		(133)		341		(994)		(341)		—		2,300		(1,278)
NET INCOME (LOSS)	NET INCOME (LOSS)	$	7,211	$	963	$	(2,378)	$	(1,176)	$	822	$	(872)	$	(4,926)	$	(356)	NET INCOME (LOSS)	$	7,950	$	388	$	(1,092)	$	871	$	311	$	(921)	$	(6,828)	$	679

________

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

~~________~~

~~(1)~~ ~~Our segments are reported net of eliminations upon consolidation. Approximately $6.5~~$2.9 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

18. Subsequent Events

On ~~October~~April 3, ~~2022,~~2023, the ~~Board declared~~Company entered into a ~~cash dividend~~note receivable with an affiliate of REA Holdings for $800,000. The principal plus any accrued interest is due to the Company on demand or, in the absence of any demand, 24 months. The interest rate on the ~~Company’s Series D Convertible Preferred Stock for the quarter ended September 30, 2022. The Company paid the dividend of $8.7 million, or $0.455~~note receivable is 7.5% per ~~share of Series D Convertible Preferred Stock, on October 14, 2022.~~

annum.

5243

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

OPERATIONS

As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, the references to “we,” “us,” “our,” and the “Company” refer to Ashford Inc., a Nevada corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Advisors LLC, a Delaware limited liability company, which we refer to as “Ashford LLC” or “our operating company”; Ashford Hospitality Holdings LLC, a Delaware limited liability company, which we refer to as “Ashford Holdings” or “AHH”; Ashford Hospitality Services LLC, a Delaware limited liability company, which we refer to as “Ashford Services”; Premier Project Management LLC, a Maryland limited liability company, which we refer to as “Premier Project ~~Management,”~~Management” or “Premier”; and Remington Lodging & Hospitality, LLC, a Delaware limited liability company, which we refer to as “Remington.”“Braemar” refers to Braemar Hotels & Resorts Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Braemar Hospitality Limited Partnership, a Delaware limited partnership, which we refer to as “Braemar OP.” “Ashford Trust” or “AHT” refers to Ashford Hospitality Trust, Inc., a Maryland corporation, and, as the context may require, its consolidated subsidiaries, including Ashford Hospitality Limited Partnership, a Delaware limited partnership and Ashford Trust’s operating partnership, which we refer to as “Ashford Trust OP.”

FORWARD-LOOKING STATEMENTS

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

•our business and investment strategy;

•our projected operating results;

•our ability to obtain future financing arrangements;

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

•our understanding of our competition;

•the future success of recent acquisitions;

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

•projected capital expenditures; and

•the impact of technology on our operations and business.

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

•the ~~risk~~ factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March ~~25, 2022,~~17, 2023, including under the sections captioned “Item 1. Business,” “Item 1A. Risk Factors,” “Item 3. Legal Proceedings,” and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of ~~Operations,~~Operations;” as ~~supplemented by~~updated in our subsequent Quarterly Reports on Form 10-Q and other filings under the Securities Exchange ~~Act;~~Act of 1934, as amended (the “Exchange Act”);

•changes in interest rates;

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

•uncertainty in the banking sector and market volatility due to the recent failures of Silicon Valley Bank, New York Signature Bank and First Republic Bank;

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

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

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

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

•availability, terms and deployment of capital;

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

•the degree and nature of our competition;

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

•availability of qualified personnel;

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

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

•legislative and regulatory changes;

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

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

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

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

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

•unexpected costs of further goodwill impairments relating to the acquisition or integration of ~~Remington~~Alii Nui, Chesapeake or any other business we invest in or acquire.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements under “Item 1A. Risk Factors” of our Annual Report and this Quarterly Report, the discussion in this Management’s Discussion and Analysis of Financial Conditions and Results of Operations, and elsewhere which could cause our actual results and performance to differ significantly from those contained in our forward-looking statements. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak and the numerous government travel restrictions imposed in response thereto. The extent to which COVID-19 impacts us will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Accordingly, we cannot guarantee future results or performance. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our views as of the date of this Form 10-Q. Furthermore, we do not intend to update any of our forward-looking statements after the date of this Form 10-Q to conform these statements to actual results and performance, except as may be required by applicable law.

5445

Overview

Ashford Inc. is, a Nevada corporation, is an alternative asset management company with a portfolio of strategic operating businesses that provides products and services primarily to clients in the real estate and hospitality ~~industry,~~industries, including Ashford Trust and Braemar. We became a public company in November 2014, and our common stock is listed on the NYSE American. As of ~~November 7, 2022,~~May 9, 2023, Mr. Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, owned approximately ~~610,246~~610,261 shares of our common stock, which represented an approximately ~~19.6%~~19.1% ownership interest in Ashford Inc., and owned 18,758,600 shares of our Series D Convertible Preferred Stock (the “Series D Convertible Preferred Stock”), which, along with all unpaid accrued and accumulated dividends thereon, is convertible at a price of $117.50 per share into an additional approximate ~~3,991,191~~4,149,404 shares of Ashford Inc. common stock, which if ~~exercised~~converted as of ~~November 7, 2022~~May 9, 2023 would have increased Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.’s ownership interest in Ashford Inc. to approximately 64.8%.

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

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

We are currently the advisor for Ashford Trust and Braemar. In our capacity as the advisor to Ashford Trust and Braemar, we are responsible for implementing the investment strategies and managing the day-to-day operations of Ashford Trust and Braemar and their respective hotels from an ownership perspective, in each case subject to the respective advisory agreements and the supervision and oversight of the respective boards of directors of Ashford Trust and Braemar. Ashford Trust is focused on investing in full-service hotels in the upscale and upper upscale segments in the United States that have RevPAR generally less than twice the U.S. national average. Braemar invests primarily in luxury hotels and resorts with RevPAR of at least twice the U.S. national average. Each of Ashford Trust and Braemar is a REIT as defined in the Internal Revenue Code, and the common stock of each of Ashford Trust and Braemar is traded on the NYSE.

We provide the personnel and services that we believe are necessary for each of Ashford Trust and Braemar to conduct their respective businesses. We may also perform similar functions for new or additional platforms. In our capacity as an advisor, we are not responsible for managing the day-to-day operations of ~~the~~Ashford Trust or Braemar’s 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~~such hotel ~~properties owned by Ashford Trust and Braemar.~~properties. Additionally, Remington, a subsidiary of the Company, operates certain hotel properties ~~owned by~~for Ashford Trust, Braemar and third parties. As of March 31, 2023, Remington provided hotel management services to 118 properties, 45 of which were owned by third-parties.

Recent Developments

InOn January 3, 2023, the ~~third quarter of 2022,given~~Company acquired Remington Hotel Corporation (“RHC”), an affiliate owned by Mr. Monty J. Bennett, our Chairman and Chief Executive Officer and the ~~recent increases in the federal funds rate and interest rates on short-term U.S. Treasury securities, the independent members of the respective boards of directors~~Chairman of Ashford Trust and Braemar, ~~approved~~and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, from which the ~~Cash Management Strategy. As consideration~~Company leases the offices for our corporate headquarters in Dallas, Texas. The purchase price paid was de minimis. See note 15 in our condensed consolidated financial statements.

On February 1, 2023, the Parties entered into a Third Amended and Restated Contribution Agreement. The Third Amended and Restated Contribution Agreement states that after reaching the Amended and Restated True-Up Date capital contributions for the ~~Company’s services under~~remainder of fiscal year 2023 will be divided between each Party based on the ~~respective engagements,~~actual amount of capital raised by such Party through Ashford Securities. Thereafter on a yearly basis at year-end, starting with the year-end of 2023, there will be a true-up between the Parties whereby there will be adjustments so that the capital contributions made by each Party will be based on the cumulative amount of capital raised by each Party through Ashford Securities as a percentage of the total amount raised by the Parties collectively through Ashford Securities since June 19, 2019 (the resulting ratio of capital contributions among the Company, Ashford Trust and Braemar ~~will pay~~following this true-up, the ~~Company~~“Cumulative Ratio”). Thereafter, the ~~Cash Management Fees. The Cash Management Fees~~capital contributions will be ~~calculated and payable monthly~~divided among each Party in ~~arrears. Investment of Ashford Trust’s and Braemar’s excess cash pursuant to the Cash Management Strategy commenced in October 2022.~~

~~Shareholder Rights Plan~~

On August 30, 2022, we adopted a shareholder rights plan by entering into a Rights Agreement, dated August 30, 2022, with ComputerShare Trust Company, N.A., as rights agent (the “Rights Agreement”). The Rights Agreement was adopted in response to recent volatility of the stock market and trading of our Common Stock and is intended to protect the Company and its stockholders from efforts to obtain control or rapid share accumulations that are inconsistentaccordance with the ~~best interests of~~Cumulative Ratio, as recalculated at the Company and its stockholders. The Board implemented the rights plan by declaring (i) a dividend to the holders of the Company’s common stock of one preferred share purchase right (a “Right”) for each share of common stock and (ii) a dividend to the holders of the Company’s Series D Convertible Preferred Stock of one Right in respectend of each ~~share of the Company’s common stock issuable upon conversion of the Series D Convertible Preferred Stock. The dividends were distributed on September 9, 2022 (the “Record Date”), to~~year. See note 15 in our stockholders of record on that date. Each of those Rights becomes exercisable on the Distribution Date (defined below) and entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series F Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), at a price of $275 per onecondensed consolidated financial statements.

5546

~~one-thousandth of a share of our Series F Preferred Stock represented by such Right, subject to adjustment. The Rights will expire on July 30,~~On March 17, 2023, ~~unless the expiration date is extended or unless the Rights are earlier redeemed by the Company.~~

~~Initially, the Rights will be attached to all certificates representing our common stock~~RED acquired certain privately held entities and the Series D Convertible Preferred Stock, and no separate certificates evidencing the Rights (the “Rights Certificates”) will be issued. The Rights Agreement provides that, until the date on which the Rights separate and begin trading separately from our common stock (which we refer to as the “Distribution Date”) or earlier expiration or redemption of the Rights, (i) the Rights will be transferred with and only with the shares of our common stock and Series D Convertible Preferred Stock, (ii) new certificates representing shares of our common stock and the Series D Convertible Preferred Stock issued after the Record Date or upon transfer or new issuance of shares of our common stock or Series D Convertible Preferred Stock will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for shares of our common stock or Series D Convertible Preferred Stock outstanding as of the Record Date, even without such notation or a copy of the Summary of Rights (as defined in the Rights Agreement) being attached thereto, will also constitute the transfer of the Rightsassets associated with ~~the shares~~Alii Nui, which provides luxury sailing and watersports experiences in Maui, Hawaii, for a total purchase price of ~~our common stock or the Series D Convertible Preferred Stock represented by such certificate.~~$11.0 million, excluding working capital adjustments. The ~~Distribution Date will occur, and the Rights would separate and begin trading separately from the shares~~purchase price consisted of ~~our common stock, and Rights Certificates will be caused to evidence the Rights on the earlier to occur of:~~

1.~~10 business days following a public announcement, or the public disclosure of facts indicating, that a person or group of affiliated or associated persons has acquired Beneficial Ownership (as defined~~$8.0 million in ~~the Rights Agreement) of 10% or more of the outstanding shares of common stock (referred to,~~cash, subject to certain ~~exceptions, as~~adjustments, $1.0 million of contingent consideration and 80,000 RED Units issued at $25 per unit for a total liquidation value of $2.0 million. See note 4 in our condensed consolidated financial statements.

On March 24, 2023, INSPIRE amended its credit agreement by entering into the INSPIRE Amendment. The INSPIRE Amendment increased the maximum borrowing capacity under INSPIRE’s Revolving Note from $3.0 million to $6.0 million, provides for a $20.0 million Term Note and an ~~“Acquiring Person”) (or,~~Equipment Note pursuant to which, until September 24, 2027, INSPIRE may request advances up to $4.0 million in the ~~event an exchange~~aggregate to purchase new machinery or equipment to be used in the ordinary course of business. The INSPIRE Amendment extended the maturity date of INSPIRE’s Notes from January 1, 2024 to March 24, 2028. Monthly principal payments commence on April 1, 2023 for the Term Note in the amount of approximately $167,000. Borrowings under the Revolving Note require monthly payments of interest only until the maturity date and borrowings under the Equipment Note require monthly principal payments at 1/60th of the ~~Rights for shares~~original principal amount of ~~our common stock is effected in accordance with certain provisions~~each advance. The Notes bear interest at the BSBY Rate plus a margin of 2.75% and the undrawn balance of the ~~Rights Agreement~~Revolving Note and the ~~Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement); or~~

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

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

If a person or group becomes an Acquiring Person at any time after the date of the Rights Agreement, with certain limited exceptions, the Rights will become exercisable for shares of the Company’s common stock (or, in certain circumstances, shares of our Series F Preferred Stock or other similar securities of the Company) having a value equal to two times the exercise price of the Right. From and after the announcement that any person has become an Acquiring Person, if the Rights evidenced by a Rights CertificateEquipment Note are or were at any time on or after the earlier of (i) the date of such announcement or (ii) the Distribution Date acquired or beneficially owned by an Acquiring Person or an associate or affiliate of an Acquiring Person, such Rights shall become void, and any holder of such Rights shall thereafter have no right to exercise such Rights. In addition, if, at any time after a person becomes an Acquiring Person, (i) the Company consolidates with, or merges with and into, any other person; (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of the Company’s common stock are or will be changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property; or (iii) 50% or more of the Company’s consolidated assets or Earning Power (as defined in the Rights Agreement) are sold, then proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise of a Right at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. Upon the occurrence of an event of the type described in this paragraph, if the Board so elects, we will deliver upon payment of the exercise price of a right an amount of cash or securities equivalent in value to the shares of common stock issuable upon exercise of a Right. If the Company fails to meet such obligation within 30 days following of the announcement that a person has become an Acquiring Person, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, shares of common stock (to the extent available) and cash equal in value to the difference between the value of the shares the Company’s common stock otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board may extend the 30-day period described above for upsubject to an ~~additional 60 days to permit~~unused fee of 0.25% per annum. As of March 31, 2023, no balances had been drawn on the ~~taking of action that may be necessary to authorize sufficient additional shares of~~Revolving Note or the Equipment Note. See note 6 in our ~~common stock to permit the issuance of such shares of our common stock upon the exercise in full of the Rights.~~

condensed consolidated financial statements.

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.

5747

RESULTS OF OPERATIONS

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

Three Months Ended ~~September 30, 2022~~March 31, 2023 Compared to Three Months Ended ~~September 30, 2021~~March 31, 2022

The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the three months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (in thousands):

Three Months Ended September 30, Favorable (Unfavorable)
2022 2021 $ Change % Change
REVENUE
Advisory services fees $ 12,255 $ 10,143 $ 2,112 20.8 %
Hotel management fees 12,876 7,750 5,126 66.1 %
Design and construction fees 6,276 2,202 4,074 185.0 %
Audio visual 26,159 15,108 11,051 73.1 %
Other 10,391 13,104 (2,713) (20.7) %
Cost reimbursement revenue 96,651 59,879 36,772 61.4 %
Total revenues 164,608 108,186 56,422 52.2 %
EXPENSES
Salaries and benefits 21,328 13,793 (7,535) (54.6) %
Cost of revenues for design and construction 1,789 1,032 (757) (73.4) %
Cost of revenues for audio visual 19,884 11,353 (8,531) (75.1) %
Depreciation and amortization 8,096 8,056 (40) (0.5) %
General and administrative 8,390 7,585 (805) (10.6) %
Impairment — 1,160 1,160 100.0 %
Other 5,750 4,758 (992) (20.8) %
Reimbursed expenses 96,576 59,822 (36,754) (61.4) %
Total expenses 161,813 107,559 (54,254) (50.4) %
OPERATING INCOME (LOSS) 2,795 627 2,168 345.8 %
Equity in earnings (loss) of unconsolidated entities (147) 12 (159) (1,325.0) %
Interest expense (2,966) (1,290) (1,676) (129.9) %
Amortization of loan costs (219) (78) (141) (180.8) %
Interest income 76 72 4 5.6 %
Realized gain (loss) on investments (3) 370 (373) (100.8) %
Other income (expense) (22) 29 (51) (175.9) %
INCOME (LOSS) BEFORE INCOME TAXES (486) (258) (228) (88.4) %
Income tax (expense) benefit (617) (98) (519) (529.6) %
NET INCOME (LOSS) (1,103) (356) (747) (209.8) %
(Income) loss from consolidated entities attributable to noncontrolling interests 272 180 92 51.1 %
Net (income) loss attributable to redeemable noncontrolling interests (158) 13 (171) (1,315.4) %
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY (989) (163) (826) (506.7) %
Preferred dividends, declared and undeclared (9,029) (8,762) (267) (3.0) %
Amortization of preferred stock discount — (306) 306 100.0 %
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (10,018) $ (9,231) $ (787) (8.5) %

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

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

Three Months Ended September 30, Favorable (Unfavorable)
2022 2021 $ Change % Change
Advisory services fees:
Base advisory fees (1)
$ 12,124 $ 10,012 $ 2,112 21.1 %
Other advisory revenue (2)
131 131 — — %
Total advisory services fees revenue 12,255 10,143 2,112 20.8 %
Hotel management fees:
Base management fees 9,285 6,166 3,119 50.6 %
Incentive management fees 2,242 1,584 658 41.5 %
Other management fees 1,349 — 1,349
Total hotel management fees revenue (3)
12,876 7,750 5,126 66.1 %
Design and construction fees revenue (4)
6,276 2,202 4,074 185.0 %
Audio visual revenue (5)
26,159 15,108 11,051 73.1 %
Other revenue:
Watersports, ferry and excursion services (6)
6,608 6,738 (130) (1.9) %
Debt placement and related fees (7)
125 3,224 (3,099) (96.1) %
Claims management services (8)
— 28 (28) (100.0) %
Other services (9)
3,658 3,114 544 17.5 %
Total other revenue 10,391 13,104 (2,713) (20.7) %
Cost reimbursement revenue (10)
96,651 59,879 36,772 61.4 %
Total revenues $ 164,608 $ 108,186 $ 56,422 52.2 %
REVENUES BY SEGMENT (11)
REIT advisory $ 20,053 $ 17,936 $ 2,117 11.8 %
Remington 93,756 58,155 35,601 61.2 %
Premier 9,582 3,047 6,535 214.5 %
INSPIRE 26,197 15,108 11,089 73.4 %
RED 6,616 6,738 (122) (1.8) %
OpenKey 389 505 (116) (23.0) %
Corporate and other 8,015 6,697 1,318 19.7 %
Total revenues $ 164,608 $ 108,186 $ 56,422 52.2 %

~~________~~

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

~~(2)~~ Other advisory revenue from Braemar is a result of the $5.0 million cash payment received upon stockholder approval of the Fourth Amended and Restated Braemar Advisory Agreement in June 2017. The payment is included in “deferred income” on our condensed consolidated balance sheet and is being recognized evenly over the initial ten-year term of the

~~agreement.~~

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

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

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

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

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

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

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

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

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

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

Three Months Ended September 30,
2022 2021 $ Change
Salaries and benefits:
Salary expense (1)
$ 12,031 $ 9,479 $ 2,552
Bonus expense 4,597 3,665 932
Benefits related expenses (2)
2,903 1,345 1,558
Total salary, bonus, and benefits related expenses 19,531 14,489 5,042
Non-cash equity-based compensation:
Class 2 LTIP units and stock option grants (3)
979 552 427
Employee equity grant expense (4)
896 363 533
Total equity-based compensation 1,875 915 960
Non-cash (gain) loss in deferred compensation plan (5)
(78) (1,611) 1,533
Total salaries and benefits $ 21,328 $ 13,793 $ 7,535

~~________~~

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

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

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

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

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

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

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

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

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

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

~~________~~

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

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

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

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

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

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

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

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

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

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

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

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

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

~~(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests.~~ The noncontrolling interests in consolidated entities were allocated a loss of $272,000 in the 2022 quarter and a loss of $180,000 in the 2021 quarter. See notes 2, 11 and 15 to our condensed consolidated financial statements for more details regarding ownership interests, carrying values and allocations.

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

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

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

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

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


		Nine Months Ended September 30,				Favorable (Unfavorable)					Three Months Ended March 31,				Favorable (Unfavorable)
		2022		2021		$ Change		% Change			2023		2022		$ Change		% Change
REVENUE	REVENUE									REVENUE
Advisory services fees	Advisory services fees	$	36,026	$	30,132	$	5,894	19.6	%	Advisory services fees	$	12,303	$	11,802	$	501	4.2	%
Hotel management fees	Hotel management fees	33,474		18,737		14,737		78.7	%	Hotel management fees	12,187		7,178		5,009		69.8	%
Design and construction fees	Design and construction fees	15,538		5,611		9,927		176.9	%	Design and construction fees	6,929		4,524		2,405		53.2	%
Audio visual	Audio visual	87,101		28,170		58,931		209.2	%	Audio visual	40,357		24,965		15,392		61.7	%
Other	Other	33,902		35,899		(1,997)		(5.6)	%	Other	9,074		11,439		(2,365)		(20.7)	%
Cost reimbursement revenue	Cost reimbursement revenue	259,979		137,417		122,562		89.2	%	Cost reimbursement revenue	104,272		74,051		30,221		40.8	%
Total revenues	Total revenues	466,020		255,966		210,054		82.1	%	Total revenues	185,122		133,959		51,163		38.2	%
EXPENSES	EXPENSES									EXPENSES
Salaries and benefits	Salaries and benefits	54,776		46,961		(7,815)		(16.6)	%	Salaries and benefits	22,775		16,845		(5,930)		(35.2)	%
Cost of revenues for design and construction	Cost of revenues for design and construction	5,905		2,812		(3,093)		(110.0)	%	Cost of revenues for design and construction	2,866		1,910		(956)		(50.1)	%
Cost of revenues for audio visual	Cost of revenues for audio visual	61,042		22,611		(38,431)		(170.0)	%	Cost of revenues for audio visual	27,828		17,879		(9,949)		(55.6)	%
Depreciation and amortization	Depreciation and amortization	23,740		24,454		714		2.9	%	Depreciation and amortization	7,000		7,625		625		8.2	%
General and administrative	General and administrative	25,926		19,444		(6,482)		(33.3)	%	General and administrative	9,710		7,363		(2,347)		(31.9)	%
Impairment		—		1,160		1,160		100.0	%

Other	Other	16,886		13,428		(3,458)		(25.8)	%	Other	6,102		5,467		(635)		(11.6)	%
Reimbursed expenses	Reimbursed expenses	259,665		137,154		(122,511)		(89.3)	%	Reimbursed expenses	104,198		73,908		(30,290)		(41.0)	%
Total expenses	Total expenses	447,940		268,024		(179,916)		(67.1)	%	Total expenses	180,479		130,997		(49,482)		(37.8)	%
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)	18,080		(12,058)		30,138		249.9	%	OPERATING INCOME (LOSS)	4,643		2,962		1,681		56.8	%
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities	110		(160)		270		168.8	%	Equity in earnings (loss) of unconsolidated entities	(459)		190		(649)		(341.6)	%

Interest expense	Interest expense	(6,781)		(3,845)		(2,936)		(76.4)	%	Interest expense	(2,837)		(1,279)		(1,558)		(121.8)	%
Amortization of loan costs	Amortization of loan costs	(524)		(209)		(315)		(150.7)	%	Amortization of loan costs	(241)		(73)		(168)		(230.1)	%
Interest income	Interest income	195		207		(12)		(5.8)	%	Interest income	277		81		196		242.0	%

Realized gain (loss) on investments	Realized gain (loss) on investments	(74)		(3)		(71)		(2,366.7)	%	Realized gain (loss) on investments	(80)		(71)		(9)		(12.7)	%

Other income (expense)	Other income (expense)	(134)		(256)		122		47.7	%	Other income (expense)	493		147		346		235.4	%
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	10,872		(16,324)		27,196		166.6	%	INCOME (LOSS) BEFORE INCOME TAXES	1,796		1,957		(161)		(8.2)	%
Income tax (expense) benefit	Income tax (expense) benefit	(5,971)		1,550		(7,521)		(485.2)	%	Income tax (expense) benefit	(620)		(1,278)		658		51.5	%
NET INCOME (LOSS)	NET INCOME (LOSS)	4,901		(14,774)		19,675		133.2	%	NET INCOME (LOSS)	1,176		679		497		73.2	%
(Income) loss from consolidated entities attributable to noncontrolling interests	(Income) loss from consolidated entities attributable to noncontrolling interests	830		509		321		63.1	%	(Income) loss from consolidated entities attributable to noncontrolling interests	288		260		28		10.8	%
Net (income) loss attributable to redeemable noncontrolling interests	Net (income) loss attributable to redeemable noncontrolling interests	(290)		208		(498)		(239.4)	%	Net (income) loss attributable to redeemable noncontrolling interests	(155)		9		(164)		(1,822.2)	%
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	5,441		(14,057)		19,498		138.7	%	NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	1,309		948		361		38.1	%
Preferred dividends, declared and undeclared	Preferred dividends, declared and undeclared	(27,422)		(26,001)		(1,421)		(5.5)	%	Preferred dividends, declared and undeclared	(9,034)		(9,373)		339		3.6	%
Amortization of preferred stock discount		—		(933)		933		100.0	%

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(21,981)	$	(40,991)	$	19,010	46.4	%	NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(7,725)	$	(8,425)	$	700	8.3	%

Net Income (Loss) Attributable to Common Stockholders. Net loss attributable to common stockholders changed ~~$19.0 million~~$700,000 to a ~~$22.0~~$7.7 million loss for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 (“the 2023 quarter”) compared to a $8.4 million loss for the three months ended March 31, 2022 (“the 2022 ~~period”) compared to a $41.0 million loss for the nine months ended September 30, 2021 (“the 2021 period”~~quarter”) as a result of the factors discussed below.

Total Revenues. Total revenues increased by ~~$210.1~~$51.2 million, or ~~82.1%~~38.2%, to ~~$466.0~~$185.1 million for the ~~2022 period~~2023 quarter compared to the ~~2021 period~~2022 quarter due to the following (in thousands):

Nine Months Ended September 30, Favorable (Unfavorable)
2022 2021 $ Change % Change
Advisory services fees:
Base advisory fees (1)
$ 35,637 $ 29,743 $ 5,894 19.8 %
Other advisory revenue (2)
389 389 — — %
Total advisory services fees revenue 36,026 30,132 5,894 19.6 %
Hotel management fees:
Base management fees 24,943 15,331 9,612 62.7 %
Incentive management fees 6,113 3,406 2,707 79.5 %
Other management fees 2,418 — 2,418
Total hotel management fees revenue (3)
33,474 18,737 14,737 78.7 %
Design and construction fees revenue (4)
15,538 5,611 9,927 176.9 %
Audio visual revenue (5)
87,101 28,170 58,931 209.2 %
Other revenue:
Watersports, ferry and excursion services (6)
20,337 18,159 2,178 12.0 %
Debt placement and related fees (7)
3,298 9,802 (6,504) (66.4) %
Claims management services (8)
16 61 (45) (73.8) %
Other services (9)
10,251 7,877 2,374 30.1 %
Total other revenue 33,902 35,899 (1,997) (5.6) %
Cost reimbursement revenue (10)
259,979 137,417 122,562 89.2 %
Total revenues $ 466,020 $ 255,966 $ 210,054 82.1 %
REVENUES BY SEGMENT (11)
REIT advisory $ 58,668 $ 49,749 $ 8,919 17.9 %
Remington 255,062 133,047 122,015 91.7 %
Premier 22,893 7,421 15,472 208.5 %
INSPIRE 87,235 28,170 59,065 209.7 %
RED 20,354 18,159 2,195 12.1 %
OpenKey 1,184 1,436 (252) (17.5) %
Corporate and other 20,624 17,984 2,640 14.7 %
Total revenues $ 466,020 $ 255,966 $ 210,054 82.1 %


	Three Months Ended March 31,				Favorable (Unfavorable)
	2023		2022		$ Change		% Change
Advisory services fees:
Base advisory fees (1)	$	12,108	$	11,674	$	434	3.7	%
Incentive advisory fees (2)	67		—		67


Other advisory revenue (3)	128		128		—		—	%
Total advisory services fees revenue	12,303		11,802		501		4.2	%

Hotel management fees:
Base management fees	9,010		6,174		2,836		45.9	%
Incentive management fees	982		1,004		(22)		(2.2)	%
Other management fees	2,195		—		2,195
Total hotel management fees revenue (4)	12,187		7,178		5,009		69.8	%

Design and construction fees revenue (5)	6,929		4,524		2,405		53.2	%

Audio visual revenue (6)	40,357		24,965		15,392		61.7	%



Other revenue:


Watersports, ferry and excursion services (7)	7,628		6,045		1,583		26.2	%
Debt placement and related fees (8)	395		2,483		(2,088)		(84.1)	%
Cash management fees (9)	126		—		126
Claims management services (10)	1		15		(14)		(93.3)	%



Other services (11)	924		2,896		(1,972)		(68.1)	%
Total other revenue	9,074		11,439		(2,365)		(20.7)	%

Cost reimbursement revenue (12)	104,272		74,051		30,221		40.8	%

Total revenues	$	185,122	$	133,959	$	51,163	38.2	%

REVENUES BY SEGMENT (13)
REIT advisory	$	20,881	$	19,393	$	1,488	7.7	%
Remington	101,464		70,507		30,957		43.9	%
Premier	9,771		6,226		3,545		56.9	%
INSPIRE	40,409		25,022		15,387		61.5	%
RED	7,651		6,045		1,606		26.6	%
OpenKey	389		382		7		1.8	%
Corporate and other	4,557		6,384		(1,827)		(28.6)	%
Total revenues	$	185,122	$	133,959	$	51,163	38.2	%

________

(1)The increase in base advisory fees is primarily due to higher revenue of ~~$4.4 million~~$701,000 from Braemar offset by lower revenue of $267,000 from Ashford Trust and higher revenue of $1.5 million from Braemar. Advisory fees earned from Ashford Trust during the 2021 period excluded $5.5 million of advisory fees that were deferred as a result of the $29.0 million annual Advisory Fee Cap.Trust. See note 3 toin our condensed consolidated financial statements for discussion of the advisory services revenue recognition policy.

(2)The $67,000 of incentive advisory fees for the three months ended March 31, 2023 includes the pro-rata portion of the second year installment of the 2022 incentive advisory fee which will be paid in January 2024. Incentive fee payments are subject to meeting the December 31st 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 2022 and 2021 measurement periods. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021 measurement period.

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

~~(3)~~(4) The increase in hotel management fees revenue is due to higher base management fees from Ashford Trust ~~Braemar~~ and ~~third-parties~~third parties of ~~$4.9~~$1.4 million ~~$620,000~~ and ~~$4.1~~$1.6 million, ~~respectively, incentive~~respectively. Incentive management fees from third parties increased $397,000 in the 2023 quarter offset by decreases of ~~$1.1 million, $198,000~~$217,000 and ~~$1.4 million from Ashford Trust, Braemar and third-parties, respectively and other management fees of $2.4 million from third-parties. The increase~~$202,000 from Ashford Trust and Braemar, ~~are due to increased demand compared to the 2021 period.~~respectively. The increase in ~~third-party~~hotel management fees revenue isalso includes an increase of $2.2 million in other management fees primarily due to Remington’s acquisition of Chesapeake in ~~the 2022 period.~~April 2022. Other management fees primarily includes fees for health insurance programs administered on behalf of certain third-party properties. Other management fees additionally includes fixed monthly accounting fees and fees for revenue management services at certain third-party properties.

~~(4)~~(5) The increase in design and construction fees revenue is primarily due to higher revenue from Ashford Trust, Braemar and ~~Braemar~~third parties of ~~$6.0~~$909,000, $1.2 million and ~~$4.2 million,~~$296,000, respectively, due to our clients’ increased capital expenditures.

~~(5)~~(6) The ~~$58.9~~$15.4 million increase in audio visual revenue is primarily due to a recovery in demand for group events.

~~(6)~~(7) The ~~$2.2~~$1.6 million increase in watersports, ferry and excursion services revenue is due primarily to an increase of ~~$2.3 million~~$973,000 in revenue in RED’s U.S. operations including the U.S. Virgin Islands, Key West, Florida and Maui, Hawaii and an increase of $633,000 in revenue from RED’s international operations in Turks and ~~Caicos Islands, partially offset by a decrease of $152,000 in revenue in the U.S. Virgin Islands and Key West, Florida.~~Caicos.

~~(7)~~(8) The decrease in debt placement and related fee revenue is due to lower revenue of ~~$5.7~~$1.9 million and $190,000 from Ashford Trust and ~~lower revenue of $813,000 from Braemar.~~Braemar, respectively. Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. The decrease in revenue from Ashford Trust in the ~~2022 period~~2023 quarter is primarily due to the expiration of the Ashford Trust Agreement with Lismore on April 6, 2022. ~~The decrease in~~Debt placement and related fees revenue ~~from Braemar~~related to the Ashford Trust Agreement in the 2022 ~~period is primarily due to the expiration of the Braemar Agreement with Lismore in March 2021.~~quarter was $2.3 million.

~~(8)~~(9) Cash management fees include revenue earned by providing active management and investment of Ashford Trust and Braemar’s excess cash in short-term U.S. Treasury securities.

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

~~(9)~~(11) ~~The increase in other services revenue is primarily due to higher revenue of $2.9 million in the 2022 period from Marietta due to a recovery in the 2022 period compared to the 2021 period.~~ Other services revenue relates to other hotel services provided by our consolidated subsidiaries, OpenKey and Pure Wellness, to Ashford Trust, Braemar and third parties. Other revenue additionally includes Marietta prior to Ashford Trust’s acquisition of Marietta on December 16, 2022. The decrease in other ~~third parties and also includes Marietta.~~services revenue is primarily due to the sale of Marietta, which recognized $1.8 million of revenue in the 2022 quarter.

~~(10)~~(12) The increase in cost reimbursement revenue in the 2023 quarter is primarily due to an increase in Remington’s cost reimbursement revenue of ~~$107.1~~$26.1 million ~~in the 2022 period due a recovery in operations in the 2022 period compared to the 2021 period and~~from Remington’s acquisition of Chesapeake in ~~the 2022 period.~~April 2022. The increase is additionally due to an increase of ~~$5.5~~$1.1 million in Premier’s cost reimbursement revenue ~~from Premier~~due to our clients’ increased capital expenditures in the ~~2022 period due to a recovery in operations in the 2022 period~~2023 quarter compared to the ~~2021 period~~2022 quarter and an increase of ~~$3.1 million~~$875,000 in cost reimbursement revenue in the ~~2022 period~~2023 quarter related to reimbursable advisory expenses for Ashford Trust and Braemar.

~~(11)~~(13) See note 17 toin our condensed consolidated financial statements for discussion of segment reporting.

6750

Salaries and Benefits Expense. Salaries and benefits expense increased by ~~$7.8~~$5.9 million, or ~~16.6%~~35.2%, to ~~$54.8~~$22.8 million for the ~~2022 period~~2023 quarter compared to the ~~2021 period.~~2022 quarter. The change in salaries and benefits expense consisted of the following (in thousands):


		Nine Months Ended September 30,								Three Months Ended March 31,
			2022		2021		$ Change				2023		2022		$ Change
Salaries and benefits:	Salaries and benefits:								Salaries and benefits:
Salary expense (1)	Salary expense (1)		$	32,221	$	27,302	$	4,919	Salary expense (1)		$	13,169	$	9,628	$	3,541
Bonus expense	Bonus expense		12,343		11,496		847		Bonus expense		4,464		4,244		220
Benefits related expenses (2)	Benefits related expenses (2)		7,689		3,968		3,721		Benefits related expenses (2)		4,891		2,163		2,728
Total salary, bonus, and benefits related expenses	Total salary, bonus, and benefits related expenses		52,253		42,766		9,487		Total salary, bonus, and benefits related expenses		22,524		16,035		6,489
Non-cash equity-based compensation:	Non-cash equity-based compensation:								Non-cash equity-based compensation:
Class 2 LTIP units and stock option grants (3)	Class 2 LTIP units and stock option grants (3)		1,365		2,101		(736)		Class 2 LTIP units and stock option grants (3)		32		354		(322)
Employee equity grant expense ~~(4)~~	Employee equity grant expense ~~(4)~~		1,725		904		821		Employee equity grant expense ~~(4)~~		439		345		94

Total equity-based compensation	Total equity-based compensation		3,090		3,005		85		Total equity-based compensation		471		699		(228)
Non-cash (gain) loss in deferred compensation plan ~~(5)~~(4)	Non-cash (gain) loss in deferred compensation plan ~~(5)~~(4)		(567)		1,190		(1,757)		Non-cash (gain) loss in deferred compensation plan ~~(5)~~(4)		(220)		111		(331)
Total salaries and benefits	Total salaries and benefits		$	54,776	$	46,961	$	7,815	Total salaries and benefits		$	22,775	$	16,845	$	5,930

________

(1) The increase in salary expense is primarily due to an increase in corporate employees at both the Company’s corporate office and our subsidiaries’ corporate offices compared to the ~~2021 period~~2022 quarter and includes ~~$660,000~~$990,000 of expense recognized in the ~~2022 period~~2023 quarter related to Mr. Welter’s termination agreement with the ~~Company. See note 10 to our condensed consolidated financial statements.~~Company which began in the third quarter of 2022.

(2) The increase in benefits related expenses is primarily ~~due to the reinstatement of the Company’s 401(k) contribution to employees at the start of the 2022 period and~~ due to an increase in corporate employees at both the Company’s corporate office and our subsidiaries’ corporate offices compared to the ~~2021 period.~~2022 quarter and includes an increase of $1.0 million from Remington’s employee insurance related expenses, primarily due to Remington’s acquisition of Chesapeake in April 2022.

(3) The ~~2022 period includes compensation expense of approximately $947,000 related to the modification of 74,000 and 150,000 fully vested stock options and~~decrease in Class 2 LTIP units ~~respectively, awarded~~and stock grant expense in the 2023 quarter primarily relates to ~~employees and management~~the vesting of previously issued stock option grants which were ~~granted~~subject to a three-year vesting period. Beginning in ~~December 2014 and expiring~~2020, the Company began to issue restricted stock in ~~December 2022 under the original grant terms. The modification extended the expiration date for the~~lieu of stock options ~~and Class 2 LTIP unit awards to December 2025. No other modifications were made to the original grant terms.~~under its equity incentive program.

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

~~(5)~~ The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The gain in the ~~2022 period~~2023 quarter and the loss in the ~~2021 period~~2022 quarter are primarily attributable to decreases and increases, respectively, in the fair value of the DCP obligation which is based on the Company’s common stock price. See note 14 toin our condensed consolidated financial statements.

Cost of Revenues for Design and Construction. Cost of revenues for design and construction increased ~~$3.1~~$1.0 million, or ~~110.0%~~50.1% to ~~$5.9~~$2.9 million during the ~~2022 period~~2023 quarter compared to ~~$2.8~~$1.9 million for the ~~2021 period~~2022 quarter due to increased capital expenditures by our clients.

Cost of Revenues for Audio Visual. Cost of revenues for audio visual increased ~~$38.4~~$9.9 million, or ~~170.0%~~55.6%, to ~~$61.0~~$27.8 million during the ~~2022 period~~2023 quarter compared to ~~$22.6~~$17.9 million for the ~~2021 period,~~2022 quarter, primarily due to an increase in demand for group events.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased by ~~$714,000,~~$625,000, or ~~2.9%~~8.2%, to ~~$23.7~~$7.0 million for the ~~2022 period~~2023 quarter compared to the ~~2021 period,~~2022 quarter. The decrease is primarily due to ~~a decrease in~~the sale of FF&E ~~related~~which was previously leased to ~~the respective ERFP agreements with~~ Ashford Trust under the Ashford Trust ERFP Agreement and ~~Braemar compared~~the sale of Marietta to Ashford Trust in the ~~2021 period.~~fourth quarter of 2022. Depreciation and amortization expense for the ~~2022 period~~2023 quarter and the ~~2021 period~~2022 quarter excludes depreciation expense related to audio visual equipment of ~~$3.7~~$1.1 million and ~~$3.7~~$1.2 million, respectively, which is included in “cost of revenues for audio visual” and also excludes depreciation expense for the ~~2022 period~~2023 quarter and the ~~2021 period~~2022 quarter related to marine vessels in the amount of ~~$987,000~~$413,000 and ~~$728,000,~~$286,000, respectively, which are included in “other” operating expense.

6851

General and Administrative Expense. General and administrative expenses increased by ~~$6.5~~$2.3 million, or ~~33.3%~~31.9%, to ~~$25.9~~$9.7 million for the ~~2022 period~~2023 quarter compared to the ~~2021 period.~~2022 quarter. The change in general and administrative expense consisted of the following (in thousands):


		Nine Months Ended September 30,								Three Months Ended March 31,
			2022		2021		$ Change				2023		2022		$ Change
Professional fees (1)	Professional fees (1)		$	8,468	$	6,984	$	1,484	Professional fees (1)		$	2,711	$	2,097	$	614
Office expense (2)	Office expense (2)		7,756		6,048		1,708		Office expense (2)		3,204		2,441		763
Public company costs	Public company costs		433		503		(70)		Public company costs		185		227		(42)
Director costs	Director costs		1,522		1,611		(89)		Director costs		276		397		(121)
Travel and other expense (3)	Travel and other expense (3)		7,085		4,158		2,927		Travel and other expense (3)		3,100		1,986		1,114
Non-capitalizable - software costs	Non-capitalizable - software costs		662		140��		522		Non-capitalizable - software costs		234		215		19
Total general and administrative	Total general and administrative		$	25,926	$	19,444	$	6,482	Total general and administrative		$	9,710	$	7,363	$	2,347

________

(1) The increase ~~includes increased corporate legal and accounting~~in professional fees ~~associated with Remington’s acquisition of Chesapeake~~ in the 2023 quarter is primarily due to an increase of $282,000 for INSPIRE from greater demand for group events compared to the 2022 ~~period.~~quarter and an increase of $227,000 for RED from fees related to the Alii Nui acquisition.

(2) The increase in office expenses in the ~~2022 period~~2023 quarter is primarily due to ~~increases in~~an increase of $429,000 for INSPIRE due to the increased greater demand for group events ~~within INSPIRE~~ compared to the ~~2021 period.~~2022 quarter.

(3) The increase in travel and other expense is primarily due to increases in the Company’s business travel and other related expenses for ~~corporate employees and~~ our products and services companies in the ~~2022 period~~2023 quarter as ~~the Company’s~~our subsidiaries’ operations accelerated compared to the ~~2021 period. The increase is also due~~2022 quarter. RED had increased expenses compared to ~~an increase in advertising expense at INSPIRE associated with their strategic rebranding~~the 2022 quarter of $734,000 from ~~JSAV to INSPIRE.~~

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

Other. Other operating expense increased ~~$3.5 million,~~$635,000, or ~~25.8%~~11.6%, to ~~$16.9~~$6.1 million for the ~~2022 period~~2023 quarter compared to the ~~2021 period.~~2022 quarter. The increase in the 2023 quarter was primarily ~~caused~~due to $780,000 of expense related to the change in the fair value of our contingent consideration liability associated with the acquisition of Chesapeake in April 2022 and an increase of approximately $718,000 of RED’s operating expenses. These increases were offset by a decrease of $1.1 million of operating expenses ~~associated with RED and~~related to Marietta, ~~as their respective operations increased during the 2022 period.~~which was acquired by Ashford Trust in December 2022. Other operating expenses for the 2023 and 2022 ~~period also includes a loss~~quarters include losses on the sale of FF&E previously leased to Ashford Trust of ~~$706,000. Other operating expense also includes~~$1.0 million and $706,000, respectively, under the Ashford Trust ERFP agreement and cost of goods sold, royalties and operating expenses associated with OpenKey and Pure Wellness.

Reimbursed Expenses. Reimbursed expenses increased ~~$122.5~~$30.3 million to ~~$259.7~~$104.2 million during the ~~2022 period~~2023 quarter compared to ~~$137.2~~$73.9 million for the ~~2021 period~~2022 quarter primarily due to an increase in hotel management reimbursed expenses ~~incurred by Remington~~ due to ~~a recovery in hotel operations in the 2022 period compared to the 2021 period and~~ Remington’s acquisition of Chesapeake in ~~the 2022 period.~~April 2022.

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


		Nine Months Ended September 30,							Three Months Ended March 31,
		2022		2021		$ Change			2023		2022		$ Change
Cost reimbursement revenue	Cost reimbursement revenue	$	259,979	$	137,417	$	122,562	Cost reimbursement revenue	$	104,272	$	74,051	$	30,221
Reimbursed expenses	Reimbursed expenses	259,665		137,154		122,511		Reimbursed expenses	104,198		73,908		30,290
Net total	Net total	$	314	$	263	$	51	Net total	$	74	$	143	$	(69)

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in earnings (loss) of unconsolidated entities were ~~earnings of $110,000 and~~ a loss of ~~$160,000~~$459,000 and earnings of $190,000 for the ~~2022 period~~2023 quarter and the ~~2021 period,~~2022 quarter, respectively. Equity in earnings (loss) of unconsolidated entities primarily represents earnings (loss) in our equity method investment in REA Holdings. See note 2 toin our condensed consolidated financial statements.

6952

Interest Expense. Interest expense increased ~~$2.9~~$1.6 million to ~~$6.8~~$2.8 million during the ~~2022 period~~2023 quarter compared to ~~$3.8~~$1.3 million for the ~~2021 period.~~2022 quarter. The increase is primarily due to an increase in the Company’s notes payable under our Credit Facility entered into in April 2022, which had an outstanding balance of ~~$70.0~~$82.0 million as of ~~September 30, 2022.~~March 31, 2023. Interest expense in the ~~2022 period~~2023 quarter included expense of ~~$3.2~~$2.2 million related to the Company’s Credit Facility. The increase in interest expense is also due to higher average LIBOR and Prime Rates during the ~~2022 period.~~2023 quarter. The average LIBOR rates in the ~~2022 period~~2023 quarter and the ~~2021 period~~2022 quarter were ~~1.24%~~4.62% and ~~0.10%~~0.23%, respectively, and the average Prime Rates in the ~~2022 period~~2023 quarter and the ~~2021 period~~2022 quarter were ~~4.22%~~7.57% and ~~3.25%~~3.29%, respectively. Interest expense relates to our Credit Facility and notes payable, lines of credit and finance leases held by our consolidated subsidiaries. See note 6 toin our condensed consolidated financial statements.

Amortization of Loan Costs. Amortization of loan costs was ~~$524,000~~$241,000 and ~~$209,000~~$73,000 for the ~~2022 period~~2023 quarter and the ~~2021 period,~~2022 quarter, respectively. The increase is primarily due to the Company’s Credit Facility entered into in ~~the 2022 period.~~April 2022. Amortization of loan costs relates to our Credit Facility and notes payable held by our consolidated subsidiaries. See note 6 toin our condensed consolidated financial statements.

Interest Income. Interest income was ~~$195,000~~$277,000 and ~~$207,000~~$81,000 for the ~~2022 period~~2023 quarter and the ~~2021 period,~~2022 quarter, respectively. ~~See note 2 to our condensed consolidated financial statements.~~

Realized Gain (Loss) on Investments. Realized loss on investments was ~~$74,000~~$80,000 and ~~$3,000~~$71,000 for the ~~2022 period~~2023 quarter and the ~~2021 period,~~2022 quarter, respectively. The realized loss on investments for the ~~2022 period~~2023 quarter and the ~~2021 period~~2022 quarter primarily relate to realized losses on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. See note 8 toin our condensed consolidated financial statements.

Other Income (Expense). Other income (expense) was expense of ~~$134,000~~$493,000 and expense of ~~$256,000~~$147,000 in the ~~2022 period~~2023 quarter and the ~~2021 period,~~2022 quarter, respectively.

Income Tax (Expense) Benefit. Income tax ~~(expense) benefit changed~~expense decreased by ~~$7.5~~$658,000 from expense of $1.3 million in the 2022 quarter to $620,000 of expense in the 2023 quarter primarily due to an increase in interest expense. Current income tax expense decreased by $1.2 million from ~~a $1.6 million benefit in the 2021 period to $6.0~~$2.6 million of expense in the 2022 ~~period due~~quarter to ~~an increase in operating income. Current income tax expense changed by $6.0 million from $3.6 million of expense in the 2021 period to $9.6~~$1.4 million in expense in the ~~2022 period.~~2023 quarter. Deferred income tax benefit ~~changed~~decreased by ~~$1.6 million~~$551,000 from a ~~$5.2 million benefit in the 2021 period to a $3.6~~$1.3 million benefit in the 2022 ~~period.~~quarter to a $787,000 benefit in the 2023 quarter.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. ~~The noncontrolling~~Noncontrolling interests in consolidated entities were allocated a loss of ~~$830,000~~$288,000 in the ~~2022 period~~2023 quarter and a loss of ~~$509,000~~$260,000 in the ~~2021 period.~~2022 quarter. See notes 2 and 11 toin 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~~Redeemable noncontrolling interests were allocated income of ~~$290,000~~$155,000 in the 2023 quarter and losses of $9,000 in the 2022 ~~period and loss of $208,000 in the 2021 period.~~quarter. The ~~2022 period~~2023 quarter includes ~~$317,000~~$172,000 of income allocated to the Series CHP Units ~~holders.~~holders from the Company’s acquisition of Chesapeake in April 2022. Redeemable noncontrolling interests represents ownership interests in Ashford Holdings which include the Series CHP Units which are recorded as a redeemable noncontrolling interest in the mezzanine section of our condensed consolidated balance sheets. The change in the 2022 period compared to the 2021 period is also due to the Company’s acquisition of all of the redeemable noncontrolling interests in OpenKey in the 2021 period. Redeemable noncontrolling interests represents ownership interests in Ashford Holdings and, in the 2021 period, OpenKey. For a summary of ownership interests, carrying values and allocations, see notes 2 and 12 toin our condensed consolidated financial statements.

Preferred Dividends, Declared and Undeclared. Preferred dividends, declared and undeclared, ~~increased $1.4 million~~decreased $339,000 to ~~$27.4~~$9.0 million during the ~~2022 period~~2023 quarter compared to ~~$26.0~~$9.4 million for the ~~2021 period~~2022 quarter. The decrease is due to the ~~increase~~Company’s payment in ~~the dividend rate~~April 2022 of ~~the~~$17.8 million of accrued and outstanding Series D Convertible Preferred Stock ~~which occurred on November 6, 2021~~dividends for the quarters ended June 30, 2020 and ~~due to accumulating and compounding dividends related to undeclared preferred stock dividends. See note 12 to our condensed consolidated financial statements.~~

~~Amortization of Preferred Stock Discount.~~ The amortization of preferred stock discount decreased $933,000 to $0 during the 2022 period compared to $933,000 from the 2021 period due to the ending of the amortization period on the dividend rate of the Series D Convertible Preferred Stock on November 6, 2021. See note 12 to our condensed consolidated financial statements.December 31, 2020.

7053

LIQUIDITY AND CAPITAL RESOURCES

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

Loan Agreements—On March 31, 2023, the Company amended its Credit Agreement, previously entered into on April 1, 2022, ~~the Company entered into the Credit Agreement~~ with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The amendment replaced the one-month LIBOR rate with Adjusted Term SOFR. The Credit Agreement evidences the Credit Facility in the amount of $100.0 million, including a $50.0 million term loan funded upon closing and commitments to fund up to an additional $50.0 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement and pay dividends to the holders of the Series D Convertible Preferred Stock as stated below. On April 18, 2022 and March 7, 2023, the Company drew an additional $20.0 million and $12.0 million on the Credit ~~Facility.~~Facility, respectively. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either ~~the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%)~~Adjusted Term SOFR plus an applicable margin, or the ~~base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar~~Base Rate ~~plus 1.00%, with a floor of 1.25%)~~ plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for ~~Eurodollar~~Adjusted Term SOFR loans will be 7.35% per annum and the applicable margin for ~~base rate~~Base Rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0%. during the first 24 months of the term, payable on the last business day of each month.

The Credit Facility does not require the maintenance of financial covenants, but if the ratio (the “Leverage Ratio”) of consolidated funded indebtedness that is recourse to the Company or any guarantor (less unrestricted cash) to consolidated EBITDA of the Company and its subsidiaries is greater than 4.00 to 1.00 as of the end of any fiscal quarter during the term of the loan, including any extension period, then the Company is required to apply 100% of the excess cash flow generated during such fiscal quarter to prepay the term loans. ~~During any extension period, the Company is also required to apply 100% of the excess cash flow generated during such period to prepay the term loans.~~ The Company may not pay dividends on the Company’s shares of common stock or preferred stock if the Leverage Ratio is greater than 3.00 to 1.00 after giving effect to the payment of such dividends. The Credit Agreement is guaranteed by the Company, Ashford LLC, and certain subsidiaries of the Company, and secured by, among other things, all of the assets of Ashford LLC and each guarantor and a pledge of the equity interests in Ashford LLC and each guarantor. As of ~~September 30, 2022,~~March 31, 2023, our Credit Agreement was in compliance with all covenants or other requirements and debt held by our subsidiaries was in compliance with all covenants or other requirements. The Company does not expect the Leverage Ratio under our Credit Agreement ~~and~~to exceed 3.00 to 1.00 or debt held by our subsidiaries to violate any loan covenants within one year of the issuance of the financial statements.

On March 24, 2023, INSPIRE amended its credit agreement by entering into the INSPIRE Amendment. The INSPIRE Amendment increased the maximum borrowing capacity under INSPIRE’s Revolving Note from $3.0 million to $6.0 million, provides for a $20.0 million Term Note and an Equipment Note pursuant to which, until September 24, 2027, INSPIRE may request advances up to $4.0 million in the aggregate to purchase new machinery or equipment to be used in the ordinary course of business. The INSPIRE Amendment extended the maturity date of INSPIRE’s Notes from January 1, 2024 to March 24, 2028. Monthly principal payments commence on April 1, 2023 for the Term Note in the amount of approximately $167,000. Borrowings under the Revolving Note require monthly payments of interest only until the maturity date and borrowings under the Equipment Note require monthly principal payments at 1/60th of the original principal amount of each advance. The Notes bear interest at the BSBY Rate plus a margin of 2.75% and the undrawn balance of the Revolving Note and the Equipment Note are subject to an unused fee of 0.25% per annum. As of March 31, 2023, no balances had been drawn on the Revolving Note or the Equipment Note.

Certain segments of our business are capital intensive and may require additional financing from time to time. Any additional financings, if and when pursued, may not be available on favorable terms or at all, which could have a negative impact on our liquidity and capital resources. Aggregate portfolio companies’ notes payable, net were ~~$26.9~~$36.6 million and ~~$30.6~~$27.6 million as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. For further discussion see note 6 toin our condensed consolidated financial statements.

Preferred stock dividends—As of ~~November 7, 2022,~~March 31, 2023, the Company had aggregate undeclared preferred stock dividends of approximately ~~$18.1~~$18.7 million, which remain in arrears for the second and fourth quarters of 2021. On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022,March 20, 2023, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended ~~September 30, 2022.~~March 31, 2023. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on ~~October~~April 14, ~~2022.~~2023.

The Company does not currently ~~intends~~expect to declare and pay the accrued and unpaid dividends on the Series D Convertible

Preferred Stock for the quarters ended June 30, 2021 and December 31, 2021 during calendar year 2023. However, the Company remained current on the preferred dividend payments in 2022 and the first quarter of 2023 and currently intends to ~~keep~~remain current on future preferred dividend payments. ~~However, the~~The independent members of the Board plan to revisit the dividend payment policy with

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

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

To the extent not paid on April 15, July 15, October 15 and January 15 of each calendar year in respect of the quarterly periods ending on March 31, June 30, September 30 and December 31, respectively (each such date, a “Dividend Payment Date”), all accrued dividends on any share shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board and whether or not funds are legally available for the payment thereof. All accrued dividends shall remain accumulated, compounding dividends until paid in cash or converted to common shares. See ~~also~~ note 12 toin our condensed consolidated financial statements.

~~ERFP Commitments~~—On June 26, 2018, the Company entered into the Ashford Trust ERFP Agreement with Ashford Trust. The independent members of the board of directors of each of the Company and Ashford Trust, with the assistance of separate and independent legal counsel, engaged to negotiate the Ashford Trust ERFP Agreement on behalf of the Company and Ashford Trust, respectively. On January 15, 2019, the Company entered into the Braemar ERFP Agreement (collectively with the Ashford Trust ERFP Agreement, the “ERFP Agreements”) with Braemar. The independent members of the board of directors of each of the Company and Braemar, with the assistance of separate and independent legal counsel, engaged to negotiate the Braemar ERFP Agreement on behalf of the Company and Braemar, respectively. Under the ERFP Agreements, the Company agreed to provide $50 million (each, an “Aggregate ERFP Amount” and collectively, the “Aggregate ERFP Amounts”) to each of Ashford Trust and Braemar (collectively, the “REITs”), respectively, in connection with each such REIT’s acquisition of hotels recommended by us, with the option to increase each Aggregate ERFP Amount to up to $100 million upon mutual agreement by the parties to the respective ERFP Agreement. Under each of the ERFP Agreements, the Company paid each REIT 10% of each acquired hotel’s purchase price in exchange for FF&E at a property owned by such REIT, which were subsequently leased by us to such REIT rent-free. Each of the REITs must provide reasonable advance notice to the Company to request ERFP funds in accordance with the respective ERFP Agreement. The ERFP Agreements required that the Company acquire the related FF&E either at the time of the property acquisition or at any time generally within two years of the respective REITs’ acquisition of the hotel property. The Company recognized the related depreciation tax deduction at the time such FF&E was purchased by the Company and placed into service at the respective REIT’s hotel properties. However, the timing of the FF&E purchased and placed into service was subject to uncertainties outside of the Company’s control that could delay the realization of any tax benefit associated with the purchase of FF&E.

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

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

Other liquidity considerations—On December 5, 2017, the Board approved a stock repurchase program pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, having an aggregate value of up to $20 million. No shares were repurchased under the stock repurchase program during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023.

Our deferred compensation plan currently has only one participant, Mr. Monty J. Bennett, our Chairman and Chief Executive Officer. Mr. Monty J. Bennett has elected to invest his deferred compensation account in our common stock. As a result, we have an obligation to issue approximately 196,000 shares of our common stock to Mr. Monty J. Bennett in quarterly installments over five years beginning in ~~2024.~~2025. Mr. Monty J. Bennett may postpone all or a portion of the distributions, for a minimum of 5 years, if he notifies the Company 12 months prior to the scheduled distributions. As of ~~September 30, 2022,~~March 31, 2023, the fair value of the DCP liability was ~~$2.6~~$2.5 million.

The Company has commitments related to cash compensation for the departure of Mr. Welter which included a cash termination payment of $750,000, which was paid on August 5, 2022, and payments totaling approximately $6.4 million, which are payable in 24 substantially equal monthly installments of approximately $267,000 beginning in August 2022. As of ~~September 30, 2022,~~March 31, 2023, the Company’s remaining commitment to Mr. Welter totaled approximately ~~$5.9~~$4.3 million.

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

Sources and Uses of Cash

As of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, we had ~~$44.1~~$37.0 million and ~~$37.6~~$44.4 million of cash and cash equivalents, respectively, and ~~$37.1~~$35.1 million and ~~$34.9~~$37.1 million of restricted cash, respectively. The majority of the Company’s cash and cash equivalents are owned by Ashford LLC and Ashford Services and are either invested in short-term U.S. Treasury securities with maturity dates of less than 90 days or held at commercial banks in insured cash sweep accounts, which are fully insured by the FDIC. Our principal sources of funds to meet our cash requirements include: net cash provided by operations and existing cash balances, which include borrowings from our existing lending agreements. Additionally, our principal uses of funds are expected to include possible operating shortfalls, capital expenditures, preferred dividends, debt interest, principal payments, acquisitions and ~~principal payments.~~key money payments to grow our products and services companies. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:

Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows ~~provided by~~used in operating activities were ~~$24.1~~$7.4 million for the ~~nine~~three months ended ~~September 30, 2022~~March 31, 2023 compared to net cash flows ~~provided by~~used in operating activities of ~~$12.4~~$5.7 million for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. The ~~increase~~decrease in cash flows from operating activities was primarily due to the timing of working capital cash flows such as collecting receivables, settling with vendors and settling with related parties, primarily our clients Ashford Trust and Braemar. These decreases in cash flows were offset by an increase in earnings from growth in our subsidiaries’ operations infor the ~~nine~~three months ended September 30, 2022, $5.5 million of advisory fees that were deferred in the nine months ended September 30, 2021 as a result of the $29.0 million annual Advisory Fee Cap and the timing of payments of accounts payable and accrued expenses to third-parties. These increases in cash flows were offset by decreases in operating cash flows due to the timing of receipt of our receivables from Ashford Trust, Braemar and third-parties.March 31, 2023.

Net Cash Flows Provided by (Used in) Investing Activities. For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, net cash flows used in investing activities were ~~$13.0~~$11.3 million. These cash flows consisted of net cash paid to acquire ~~Chesapeake~~Alii Nui of ~~$6.4~~$6.7 million, capital expenditures primarily offor FF&E, ~~and~~ audio visual equipment and marine vessels totaling $5.1 million and issuance of a note receivable of $361,000. These were offset by cash inflows of $849,000 from the asset acquisition of RHC.

For the three months ended March 31, 2022, net cash flows used in investing activities were $351,000. These cash flows consisted of capital expenditures ~~of $2.9 million~~primarily for ~~RED’s~~FF&E, audio visual equipment and marine vessels totaling $1.8 million, and an investment in an unconsolidated entity of $400,000. These were offset by cash inflows of ~~$418,000~~$406,000 in proceeds ~~primarily received~~ from the sale of FF&E to Ashford Trust and proceeds from a note receivable of $1.4 million.

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

Net Cash Flows Provided by (Used in) Financing Activities. For the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, net cash flows ~~used in~~provided by financing activities were ~~$2.4~~$9.4 million. These cash flows consisted of ~~$35.2~~$20.0 million of proceeds from borrowings on notes payable, $12.0 million of which related to the Company’s Credit Agreement. These were offset by $8.7 million of dividend payments on the Series D Convertible Preferred Stock, ~~and $30.1~~$1.2 million of payments on notes payable, ~~which were primarily related~~purchases of $341,000 of treasury stock, $172,000 of distributions to ~~paying off~~consolidating noncontrolling interests, $52,000 of loan cost payments, $101,000 of payments on finance leases and net repayments in advances to employees of $18,000 associated with tax withholdings for restricted stock vestings.

For the remaining balance of the Company’s Term Loan Agreement with Bank of America, N.A. These were offset by $68.7 million of proceeds from borrowings on notes payable primary related to the Company’s Credit Agreement entered into in thethree months ended March 31, 2022, ~~period. Other~~net cash flows used in financing activities ~~consist~~were $2.8 million. These cash flows consisted of ~~$2.7~~$1.6 million of payments on notes payable, $208,000 of payments on finance leases, purchases of $218,000 of treasury stock, $61,000 of loan cost payments, ~~$1.8 million~~$615,000 of net payments on our revolving credit facilities ~~$918,000 of payments on finance leases, $327,000 of contributions from Braemar’s investment in OpenKey in the 2022 period,~~and net repayments in advances to employees of ~~$251,000~~$246,000 associated with tax withholdings for restricted stock ~~vestings, purchases of $241,000 of treasury stock and $177,000 of distributions to consolidating noncontrolling interests.~~

For the nine months ended September 30, 2021, net cash flows used in financing activities were $13.3 million. These cash flows consisted of $8.4 million of dividend payments on the Series D Convertible Preferred Stock, $7.8 million of payments on notes payable, $255,000 of payments on finance leases, $151,000 of net payments on our revolving credit facilities, purchases of $121,000 of treasury stock and $116,000 of loan cost payments.vesting. These were offset by ~~$2.9 million~~$61,000 of proceeds from borrowings on notes payable, $367,000 of contributions from noncontrolling interests in a consolidated entity and net repayments in advance to employees of $190,000 associated with tax withholdings for restricted stock vestings.payable.

Seasonality

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

Contractual Obligations and Commitments

There have been no material changes since December 31, ~~2021,~~2022, outside the ordinary course of business, to contractual obligations and commitments included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2021~~2022 Form 10-K, other than items as described in Liquidity and Capital Resources.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our ~~2021~~2022 Form 10-K. There have been no material changes in these critical accounting policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

Interest Rate Risk—At ~~September 30, 2022,~~March 31, 2023, our total indebtedness of ~~$98.4~~$120.0 million included ~~$94.2~~$113.4 million of variable-rate debt. The impact on our results of operations of a 100 basis point change in interest rates on the outstanding balance of variable-rate debt at ~~September 30, 2022~~March 31, 2023 would be approximately ~~$942,000~~$1.1 million annually. Interest rate changes have no impact on the remaining ~~$4.2~~$6.6 million of fixed rate debt.

The amount above was determined based on the impact of a hypothetical interest rate on our borrowings and assumes no changes in our capital structure. As the information presented above includes only those exposures that existed at ~~September 30, 2022,~~March 31, 2023, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates.

Foreign Exchange Risk—The majority of our revenues, expenses and capital purchases are transacted in U.S. dollars. INSPIRE has operations in Mexico and the Dominican Republic, and therefore, we have exposure with respect to exchange rate fluctuations. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses

in our income statement as incurred. We have chosen not to hedge foreign exchange risks related to our foreign currency denominated earnings and cash flows through the use of financial instruments. RED’s operations outside of the U.S. are primarily transacted in U.S. dollars, which is the official currency of the Turks and Caicos Islands.

ITEM 4.CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September 30, 2022~~March 31, 2023 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

On December 20, 2016, a class action lawsuit was filed against one of the Company’s subsidiaries in ~~The~~the Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees who were allegedly deprived of rest breaks as a result of the subsidiary’s previous written policy requiring employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. The opt out period has been extended until such time that discovery has concluded. If this litigation goes to trial, we expect that the earliest the trial would occur is the last quarter of 2023, based on various extensions to which the parties have agreed. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of ~~September 30, 2022,~~March 31, 2023, no amounts have been accrued.

company who denied coverage as to the purported agent and issued a reservation of rights letter during the third quarter of 2022 with respect to our subsidiary’s coverage. We have asserted a number of defenses including a statutory defense that would limit our subsidiary’s liability regardless of whether coverage is afforded or not. The parties participated in a mediation conference on June 29, 2022 but were unable to resolve any of the disputes at issue. During the third quarter of 2022, the purported agent entered into a stipulated judgment for his liability and assigned to the plaintiff any and all claims he may have, including those he may have against our insurers. Subsequently, on July 28, 2022, the plaintiff, individually and as assignee of the purported agent’s claims, filed a separate lawsuit in the Superior Court of the Virgin Islands, Division of St. Thomas and St. John (the “Superior Court”) against our insurers and our subsidiary (the “Superior Court Case”). On August 26, 2022, our insurer filed a Notice of Removal to remove the Superior Court Case to the Federal Court and is in the process of defending against the plaintiff’s Motion to Remand this second lawsuit back to the Superior Court. In this second lawsuit, the plaintiff seeks certain declaratory relief as to our insurance policies and asserts allegations of fraud and bad faith denial of coverage of our subsidiary’s purported agent by our insurers and a breach of contract claim against our subsidiary under a theory of insufficient insurance coverage. Specifically, the purported agent has alleged a breach of contract claim against our subsidiary based on being an alleged third-party beneficiary of a contract between our subsidiary and another entity that required our subsidiary to hold specific insurance coverages. We believe the claims asserted against our subsidiary in this second lawsuit are frivolous. ~~We intend~~A hearing occurred on February 23, 2023 in the first lawsuit to ~~vigorously defend these lawsuits~~determine if the Federal Court will bifurcate the lawsuit and ~~believe that~~first decide whether the ~~amount~~statutory defense will apply. On March 30, 2023, the parties reached a settlement of ~~any potential loss to~~all claims brought against all of our subsidiaries with the ~~Company is immaterial.~~insurer paying all settlement amounts on behalf of our entities.

ITEM 1A.RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner. ~~Because~~As of March 31, 2023, there ishave been no ~~way to determine in advance whether, or to what extent, any present uncertainty will ultimately impact our business, you should give equal weight~~material changes to the risk factors ~~contained therein and to~~set forth in our Annual Report on Form 10-K for the ~~following:~~year ended December 31, 2022.

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

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

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

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

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

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

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

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

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

7858

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

Purchases of Equity Securities by the Issuer

The following table provides information with respect to purchases and forfeitures of shares of our common stock during each of the months in the ~~third~~first quarter of ~~2022:~~2023:


Period	Period	Total Number of Shares Purchased	Average Price Paid Per Share			Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan		Period	Total Number of Shares Purchased		Average Price Paid Per Share			Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
Common stock:	Common stock:								Common stock:
July 1 to July 31		85	$	—	(3)	—	$	20,000,000
August 1 to August 31		654	$	—	(3)	—	$	20,000,000
September 1 to September 30		16	$	16.95	(2)	—	$	20,000,000
January 1 to January 31									January 1 to January 31	531		$	—	(3)	—	$	20,000,000
February 1 to February 28									February 1 to February 28	53	(2)	$	14.27		—	$	20,000,000
March 1 to March 31									March 1 to March 31	28,457	(2)	$	12.06	(3)	—	$	20,000,000
Total	Total	755	$	16.95		—			Total	29,041		$	12.09		—

________

(1) On December 5, 2017, the Board approved a stock repurchase program pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, having an aggregate value of up to $20 million. No shares were repurchased under the stock repurchase program during the three months ended ~~September 30, 2022.~~March 31, 2023.

(2) Includes 1653 and 28,248 shares that were withheld to cover tax-withholding requirements in ~~September,~~February and March, respectively, related to the vesting of restricted shares of our common stock issued to employees pursuant to the Company’s stockholder-approved stock incentive plan.

(3) There is no cost associated with the forfeiture of 85531 and ~~654~~209 restricted shares of our common stock in ~~July~~January and ~~August,~~March, respectively.

ITEM 3.DEFAULT UPON SENIOR SECURITIES

As of ~~November 7, 2022,~~March 31, 2023, the Company had aggregate undeclared preferred stock dividends of approximately ~~$18.1~~$18.7 million, which remain in arrears for the second and fourth quarters of 2021. All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our condensed consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid Series D Convertible Preferred Stock dividends, declared and undeclared, totaling ~~$26.8~~$27.4 million and ~~$34.6~~$27.1 million at ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable.” As previously disclosed, each share of Series D Convertible Preferred Stock ~~(i)~~ accrues cumulative preferred dividends at the rate of ~~(a) 6.59% per annum until November 6, 2020; (b) 6.99% per annum from the November 6, 2020 until November 6, 2021; and (c)~~ 7.28% per annum ~~thereafter~~ and ~~(ii)~~ will participate in any dividend or distribution on the common stock in addition to the preferred dividends.

On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ended June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ended June 30, 2021 and December 31, 2021. On each of April 15, 2022 and July 15, 2022, the Company paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first and second quarters of 2022. On October 3, 2022,March 20, 2023, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for the quarter ended ~~September 30, 2022.~~March 31, 2023. The Company paid the dividend of $8.7 million, or $0.455 per share of Series D Convertible Preferred Stock, on ~~October~~April 14, ~~2022.~~2023.

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

ITEM 4.MINE SAFETY DISCLOSURES

None.

ITEM 5.OTHER INFORMATION

None.

8059

ITEM 6.EXHIBITS


Exhibit						Description
~~2.1~~						Membership Interest Purchase and Contribution Agreement (the “Purchase Agreement”), dated as of April 15, 2022, by and among Ashford Hospitality Holdings, LLC, Remington Holdings, L.P., MHI Hotels Services, LLC, Chesapeake Hospitality, LLC, Chesapeake Hospitality II, LLC, Chesapeake Hospitality III, LLC, Chesapeake Hospitality IV, LLC, Chesapeake Hospitality V, LLC, Chesapeake Hospitality VI, LLC, ACSB Hospitality, LLC, KES Family Partnership, R.L.L.L.P, CLS Family Partnership, R.L.L.L.P, Steven McDonnell Smith Family Partnership, LLP, W. Chris Green, Clifford G. Ferrara and Louis Schaab; and solely for purposes of Section 6.15 of the Purchase Agreement, Kim Sims, Chris Sims and Steven Smith (incorporated by reference to Exhibit 2.1 of Form 10-Q, filed May 11, 2022) (File No. 001-36400)
3.1						Amended and Restated Certificate of Incorporation of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.2						Articles of Amendment to the Certificate of Incorporation of Ashford Inc. (incorporated by reference to Exhibit 3.3 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.3						Articles Supplementary establishing the Series B Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.3 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.4						Certificate of Correction, filed on November 4, 2019, to Articles Supplementary establishing the Series B Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 10-Q, filed on November 7, 2019) (File No. 001-36400)
3.5						Articles Supplementary establishing the Series C Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.6						Amended and Restated Bylaws of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.7						Certificate of Designation of the Series D Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.8						Certificate of Designation of Series E Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on March 16, 2020) (File No. 001-36400)
3.9						Certificate of Designation of Series F Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on August 31, 2022) (File No. 001-36400)
3.10						Certificate of Withdrawal of Certificate of Designation of Series E Preferred Stock of Ashford Inc., as filed with the Secretary of State of the State of Nevada on August 30, 2022 (incorporated by reference to Exhibit 3.2 of Form 8-K, filed on August 31, 2022) (File No. 001-36400)
~~4.1~~10.1						~~Rights~~Amended and Restated Credit Agreement by and between Inspire Event Technologies Holdings, LLC and Comerica Bank, dated ~~August 30, 2022, between Ashford Inc. and Computershare Trust Company, N.A., as Rights Agent,~~March 24, 2023 (composite version, reflects all amendments through March 24, 2023) (incorporated by reference to Exhibit ~~4.1~~10.1 of Form 8-K, filed on ~~August 31, 2022) (File No. 001-36400).~~
~~10.1†~~						~~Release and Waiver, dated as of April 15, 2022, by and between Jeremy Welter and Ashford Hospitality Services, LLC (incorporated by reference to Exhibit 99.1 of Form 8-K, filed on April 19, 2022)~~March 28, 2023) (File No. 001-36400)
~~10.2†~~10.2						~~First Amendment to~~Third Amended and Restated ~~Employment Agreement,~~Master Term Note, dated asMarch 24, 2023, made by Inspire Event Technologies Holdings, LLC in favor of ~~May 12, 2022, by and among Ashford Inc., Ashford Hospitality Advisors, LLC, and Richard J. Stockton.~~Comerica Bank (incorporated by reference to Exhibit 10.2 of Form 8-K, filed on ~~May 17, 2022)~~March 28, 2023) (File No. 001-36400)
10.3						~~Fifth Amendment to Loan Documents,~~Third Amended and Restated Master Revolving Note, dated ~~as of June 27, 2022,~~March 24, 2023, made by ~~and among~~ Inspire Event Technologies Holdings, LLC ~~Inspire Event Technologies, LLC, Inspire Event Technologies Dominican Republic, LP, Inspire Event Technologies DR, GP, LLC, PT DR Holdings, LLC, PT Holdco, LLC and~~in favor of Comerica Bank (incorporated by reference to Exhibit 10.3 of Form ~~10-Q,~~8-K, filed on ~~August 12, 2022)~~March 28, 2023) (File No. 001-36400)
10.4						~~Credit~~Equipment Note Agreement, dated March 24, 2023, made by Inspire Event Technologies Holdings, LLC in favor of Comerica Bank (incorporated by reference to Exhibit 10.4 of Form 8-K, filed on March 28, 2023) (File No. 001-36400)
10.5						Limited Waiver Under Advisory Agreement, dated as of ~~April 1, 2022,~~March 2, 2023, by and among Ashford Hospitality Trust, Inc., Ashford Hospitality ~~Holdings LLC,~~Limited Partnership, Ashford TRS Corporation, Ashford Inc., and Ashford Hospitality Advisors LLC ~~Ashford Hospitality Services LLC, and Mustang Lodging Funding LLC, as administrative agent~~ (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on ~~April 4, 2022)~~March 3, 2023) (File No. 001-36400)
~~10.4.1~~10.6						~~First Amendment to Credit~~Limited Waiver Under Advisory Agreement, dated as of ~~July 11, 2022,~~March 2, 2023, by and among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., ~~Ashford Hospitality Holdings LLC,~~and Ashford Hospitality Advisors LLC ~~Ashford Hospitality Services LLC, and Mustang Lodging Funding LLC, as administrative agent~~ (incorporated by reference to Exhibit ~~10.4.1 of Form 10-Q, filed August 12, 2022) (File No. 001-36400)~~
~~10.5~~						~~Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of Ashford Hospitality Holdings LLC, dated as of April 15, 2022 (incorporated by reference to Exhibit 10.1~~10.2 of Form 8-K, filed on ~~April 18, 2022)~~March 3, 2023) (File No. 001-36400)
31.1*						Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended
31.2*						Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended


32.1**						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended ~~September 30, 2022,~~March 31, 2023, are formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) Condensed Consolidated Statements of Equity (Deficit); (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Submitted electronically with this report.
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document	Submitted electronically with this report.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Submitted electronically with this report.
101.LAB	Inline XBRL Taxonomy Label Linkbase Document.	Submitted electronically with this report.
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document.	Submitted electronically with this report.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

___________________________________

* Filed herewith.

**Furnished herewith.

~~† Management contract or compensatory plan or arrangement.~~

8261

SIGNATURES

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

ASHFORD INC.

Date:

~~November 9, 2022~~May 11, 2023

By:

/s/ MONTY J. BENNETT

Monty J. Bennett

Chief Executive Officer

Date:

~~November 9, 2022~~May 11, 2023

By:

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer

8362



	September 30, 2022 (1)		December 31, 2021




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

Aggregate preferred dividends - undeclared per share	$	1.4005	$	1.8083


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

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

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


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