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EX-32.2 - EXHIBIT 32.2 - Ashford Inc.ainc2018q310-qxex322.htm
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EX-31.2 - EXHIBIT 31.2 - Ashford Inc.ainc2018q310-qxex312.htm
EX-31.1 - EXHIBIT 31.1 - Ashford Inc.ainc2018q310-qxex311.htm

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

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

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

For the transition period from ________________ to ________________

Commission file number: 001-36400

ASHFORD INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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




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

TABLE OF CONTENTS

 
 
 




PART I. FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS (unaudited)
ASHFORD INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
 
September 30, 2018
 
December 31, 2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
64,937

 
$
36,480

Restricted cash
10,722

 
9,076

Accounts receivable, net
4,595

 
5,127

Due from Ashford Trust OP
4,912

 
13,346

Due from Braemar OP
1,057

 
1,738

Inventories
1,221

 
1,066

Prepaid expenses and other
3,003

 
2,913

Total current assets
90,447

 
69,746

Investments in unconsolidated entities
500

 
500

Furniture, fixtures and equipment, net
31,856

 
21,154

Goodwill
59,487

 
12,947

Intangible assets, net
196,171

 
9,713

Other assets
11,357

 
750

Total assets
$
389,818

 
$
114,810

LIABILITIES


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

 
$
20,451

Due to affiliates
493

 
4,272

Deferred income
122

 
459

Deferred compensation plan
253

 
311

Notes payable, net
1,726

 
1,751

Other liabilities
21,094

 
9,076

Total current liabilities
48,150

 
36,320

Accrued expenses

 
78

Deferred income
13,789

 
13,440

Deferred tax liability, net
27,988

 

Deferred compensation plan
15,268

 
18,948

Notes payable, net
16,568

 
9,956

Total liabilities
121,763

 
78,742

Commitments and contingencies (note 9)


 


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

 

Redeemable noncontrolling interests
3,778

 
5,111

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

 

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

 
21

Additional paid-in capital
277,452

 
249,695

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

 
30,185

Noncontrolling interests in consolidated entities
649

 
772

Total equity
63,699

 
30,957

Total liabilities and equity
$
389,818

 
$
114,810


See Notes to Condensed Consolidated Financial Statements.

2



ASHFORD INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
REVENUE
 
 
 
 
 
 
 
Advisory services
$
21,016

 
$
17,357

 
$
68,118

 
$
47,960

Audio visual
14,526

 

 
61,212

 

Project management
3,616

 

 
3,616

 

Other
2,407

 
1,898

 
11,598

 
3,947

Total revenue
41,565

 
19,255

 
144,544

 
51,907

EXPENSES
 
 
 
 
 
 
 
Salaries and benefits
21,851

 
16,750

 
64,078

 
39,146

Cost of revenues for audio visual
14,392

 

 
48,000

 

Cost of revenues for project management
1,189

 

 
1,189

 

Depreciation and amortization
2,972

 
581

 
5,205

 
1,636

General and administrative
12,231

 
3,897

 
27,651

 
12,493

Impairment

 

 
1,919

 
1,072

Other
434

 
367

 
2,172

 
618

Total expenses
53,069

 
21,595

 
150,214

 
54,965

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

 
82

 
288

 
153

Dividend income

 

 

 
93

Unrealized gain (loss) on investments

 

 

 
203

Realized gain (loss) on investments

 

 

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

 
25

 
11,593

 
(9,248
)
NET INCOME (LOSS)
2,006

 
(2,258
)
 
5,103

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

 
102

 
704

 
267

Net (income) loss attributable to redeemable noncontrolling interests
968

 
300

 
817

 
995

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

 
(1,856
)
 
6,624

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

 
(1,675
)
 

Amortization of preferred stock discount
(303
)
 

 
(303
)
 

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

 
$
(1,856
)
 
$
4,646

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

 
$
(0.92
)
 
$
2.20

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

 
2,022

 
2,100

 
2,019

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

 
$
(1.05
)
 
$
0.11

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

 
2,054

 
2,417

 
2,052

See Notes to Condensed Consolidated Financial Statements.

3


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

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

 
$
(2,258
)
 
$
5,103

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


 


 
 
 
 
Foreign currency translation adjustment
112

 

 
(140
)
 

COMPREHENSIVE INCOME (LOSS)
2,118

 
(2,258
)
 
4,963

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

 
102

 
704

 
267

Comprehensive (income) loss attributable to redeemable noncontrolling interests
954

 
300

 
840

 
995

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

 
$
(1,856
)
 
$
6,507

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


4


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

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

 
$
21

 
$
249,695

 
$
(219,396
)
 
$
(135
)
 
$
772

 
$
30,957

 

 
$

 
$
5,111

Equity-based compensation
5

 

 
8,051

 

 

 
7

 
8,058

 

 

 

Issuance of common stock
270

 
3

 
18,096

 

 

 

 
18,099

 

 

 

Acquisition of Premier

 

 

 

 

 

 

 
8,120

 
203,000

 

Discount on preferred shares

 

 

 

 

 

 

 

 
(2,725
)
 

Amortization of preferred stock discount

 

 

 
(303
)
 

 

 
(303
)
 

 
303

 

Dividends declared - preferred stock

 

 

 
(1,675
)
 


 

 
(1,675
)
 

 

 

Deferred compensation plan distribution
3

 

 
197

 

 

 

 
197

 

 

 

Employee advances

 

 
45

 

 

 

 
45

 

 

 

Purchase of OpenKey shares from noncontrolling interest holder
9

 

 
838

 

 

 

 
838

 

 

 
(838
)
Acquisition of noncontrolling interest in consolidated entities

 

 

 

 

 
(382
)
 
(382
)
 

 
 
 
55

Contributions from noncontrolling interests

 

 

 

 

 
2,666

 
2,666

 

 

 

Reallocation of carrying value

 

 
530

 

 

 
(1,696
)
 
(1,166
)
 

 

 
1,166

Redemption value adjustment

 

 

 
576

 

 

 
576

 

 

 
(576
)
Distributions to consolidated noncontrolling interests

 

 

 

 

 
(14
)
 
(14
)
 

 

 
(300
)
Foreign currency translation adjustment

 

 

 

 
(117
)
 

 
(117
)
 

 

 
(23
)
Net income (loss)

 

 

 
6,624

 

 
(704
)
 
5,920

 

 

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

 
$
24

 
$
277,452

 
$
(214,174
)
 
$
(252
)
 
$
649

 
$
63,699

 
8,120

 
$
200,578

 
$
3,778


See Notes to Condensed Consolidated Financial Statements.


5


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

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

 
1,650

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

Equity-based compensation
8,058

 
6,370

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

Change in fair value of contingent consideration
338

 

Impairment
1,919

 
1,072

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

Amortization of loan costs
177

 
24

Realized and unrealized (gain) loss on investments, net

 
91

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

 
(211
)
Due from Ashford Trust OP
9,166

 
339

Due from Braemar OP
1,149

 
2,752

Inventories
(149
)
 

Prepaid expenses and other
(1
)
 
245

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

 
374

Due to affiliates
(2,467
)
 
690

Other liabilities
1,308

 
1,357

Deferred income
(14
)
 
6,522

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

 
18,048

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

 
15

Cash acquired in acquisition of Premier
2,277

 

Cash acquired in acquisition of Pure Rooms

 
129

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

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

 

Payments for dividends on preferred stock
(1,675
)
 

Payments on revolving credit facilities
(14,550
)
 

Borrowings on revolving credit facilities
16,277

 

Proceeds from notes payable
6,047

 

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

 
(24
)
Employee advances
45

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

Contributions from noncontrolling interest
2,666

 
983

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

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

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

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

 
93,843

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

 
$
55,670


6


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

 
$
9

Income taxes paid
1,375

 
3,793

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

 

Distribution from deferred compensation plan
197

 
152

Capital expenditures accrued but not paid
1,037

 
1,068

Subsidiary equity consideration for Pure Rooms acquisition

 
425

Assumption of debt associated with Pure Rooms acquisition

 
475

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

 

Accrued but unpaid ERFP liability
10,710

 

Amortization of discount on preferred stock
303

 

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

 
$
84,091

Restricted cash at beginning of period
9,076

 
9,752

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

 
$
93,843

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

 
$
44,561

Restricted cash at end of period
10,722

 
11,109

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

 
$
55,670

See Notes to Condensed Consolidated Financial Statements.

7

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



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

8

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


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

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

9

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


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

10

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


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

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

 
$
2,227

 
$
1,238

 
n/a

 
n/a

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

 
(497
)
 
n/a

 
n/a

Redemption value adjustment, cumulative
279

 

 
1,524

 
n/a

 
n/a

Carrying value of noncontrolling interests

 

 
519

 
166

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

 
38,974

 
2,411

 
2,267

 
6,182

Liabilities (8)
n/a

 
24,170

 
500

 
2,151

 
2,605

Notes payable (8)
n/a

 
13,354

 

 
39

 
2,501

Revolving credit facility (8)
n/a

 
2,526

 

 
100

 
16

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

 
$
2,522

 
$
2,204

 
n/a

 
n/a

Redemption value adjustment, year-to-date
224

 

 
1,046

 
n/a

 
n/a

Redemption value adjustment, cumulative
358

 

 
2,021

 
n/a

 
n/a

Carrying value of noncontrolling interests

 
439

 
128

 
205

 

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

 
36,951

 
1,403

 
1,865

 

Liabilities (8)
n/a

 
21,821

 
889

 
1,652

 

Notes payable (8)
n/a

 
9,917

 

 
220

 

Revolving credit facility (8)
n/a

 
814

 

 
100

 

________
(1) Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value.
(2) Redeemable noncontrolling interests in Ashford Holdings represent the members’ proportionate share of equity in earnings/losses of Ashford Holdings. Net income/loss attributable to the common unit holders is allocated based on the weighted average ownership percentage of the members’ interest.

11

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


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

12

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


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

13

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


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

14

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


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

15

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


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

16

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


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

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

17

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


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

 
$
11,655

 
$

Incentive advisory fee
452

 
(241
)
 
693

Reimbursable expenses
2,607

 
2,607

 

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

 
6,170

 

Other advisory revenue
132

 
132

 

Total advisory services revenue
21,016

 
20,323

 
693

 
 
 
 
 
 
Audio visual
14,526

 
14,526

 

Project management
3,616

 
3,616

 

Other
2,407

 
2,407

 

Total revenue
$
41,565

 
$
40,872

 
$
693

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

 
$
33,540

 
$

Incentive advisory fee
1,356

 
2,103

 
(747
)
Reimbursable expenses
7,052

 
7,052

 

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

 
25,780

 

Other advisory revenue
390

 
390

 

Total advisory services revenue
68,118

 
68,865

 
(747
)
 
 
 
 
 
 
Audio visual
61,212

 
61,212

 

Project management
3,616

 
3,616

 

Other
11,598

 
11,598

 

Total revenue
$
144,544

 
$
145,291

 
$
(747
)
Audio Visual Revenue
Audio visual revenue primarily consists of revenue generated within our J&S segment by providing event technology services such as audio visual services, audio visual equipment rental, staging and meeting services and event-related communication systems as well as related technical support, to our customers in various venues including hotels and convention centers. Revenue is recognized in the period in which services are provided pursuant to the terms of the contractual arrangements with our customers. We also evaluate whether it is appropriate to present (i) the gross amount that our customers pay for our services as revenue, and the related commissions paid to the venue as cost of revenue, or (ii) the net amount (gross revenue less the related commissions paid to the venue) as revenue. We are responsible for the delivery of the services, including providing the necessary labor and equipment to perform the services. We are generally subject to inventory risk, have latitude in establishing prices and selecting suppliers and, while in many cases the venue bills the end customer on our behalf, we bear the risk of collection from the customer.

18

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


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

19

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


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

 
$

 
$
44,547

 
$

Mexico
1,293

 

 
12,010

 

Dominican Republic
848

 

 
4,655

 

 
$
14,526

 
$

 
$
61,212

 
$

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

20

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


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

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

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

 
 
Goodwill
 
53,111

 
 
Management contracts
 
188,800

 
30 years
Total assets acquired
 
245,825

 
 
Current liabilities
 
2,414

 
 
Deferred tax liability
 
43,136

 
 
Total assumed liabilities
 
45,550

 
 
Net assets acquired
 
$
200,275

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

21

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


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

Term loan
 
10,000

Fair value of Ashford Inc. common stock
 
5,063

Fair value of contingent consideration
 
1,196

Purchase price consideration
 
25,435

Fair value of redeemable noncontrolling interest
 
2,724

Total fair value of purchase price
 
$
28,159

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

 
 
FF&E
 
15,423

 
5 years
Goodwill
 
5,594

 
 
Trademarks
 
3,201

 
 
Customer relationships
 
6,519

 
7 years
Other assets
 
129

 
 
Total assets acquired
 
37,430

 
 
Current liabilities
 
7,080

 
 
Notes payable, current
 
445

 
 
Deferred income
 
1,213

 
 
Note payable, non-current
 
533

 
 
Total assumed liabilities
 
9,271

 
 
Net assets acquired
 
$
28,159

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

22

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

 
$
39,135

 
$
162,765

 
$
125,250

Net income (loss)
5,254

 
(2,892
)
 
12,009

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

 
(2,067
)
 
13,530

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

 
$
12,165

 
$
782

 
$
12,947

Changes in goodwill:
 
 
 
 
 
 
 


Additions
 
53,111

 

 

 
53,111

Adjustments (1)
 

 
(6,571
)
 

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

 
$
5,594

 
$
782

 
$
59,487


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

$
(52
)
$
123

 
$
175

$
(26
)
$
149

J&S customer relationships
6,519

(854
)
5,665

 
6,519

(156
)
6,363

Premier management contracts
188,800

(1,618
)
187,182

 



 
$
195,494

$
(2,524
)
$
192,970

 
$
6,694

$
(182
)
$
6,512

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

 
 
 
$
3,201

 
 
 
$
3,201





 
$
3,201

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

23

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


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

 
$

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

 
9,917

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

 
814

Capital lease obligations
 
J&S
 
Various
 
Various - fixed
 
564

 
896

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

 

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

 

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

 

Term loan
 
Pure Rooms
 
October 1, 2018
 
5.00%
 
39

 
220

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

 
100

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

 

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

 

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

 

Notes payable
 
 
 
 
 
 
 
18,536

 
11,947

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

 
11,707

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

 
$
9,956

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

24

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


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

25

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


Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):
 
Quoted Market Prices (Level 1)
 
Significant Other
Observable Inputs (Level 2)
 
Significant Unobservable Inputs
 (Level 3)
 
Total
 
September 30, 2018
 
 
 
 
 
 
 
 
Deferred compensation plan
$
(15,521
)
 
$

 
$

 
$
(15,521
)
 
Total
$
(15,521
)
 
$

 
$

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

 
$

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

 

 
(19,259
)
 
Total
$
(19,259
)
 
$

 
$