UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, ~~2021~~2022


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

For the transition period from ________________ to ________________

Commission file number: 001-36400

ASHFORD INC.

(Exact name of registrant as specified in its charter)


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

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

(972) 490-9600

(Registrant’s telephone number, including area code)

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

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

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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☑	Smaller reporting company	☑

		Emerging growth company	☐

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

AINC

NYSE American LLC

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


Common Stock, $0.001 par value per share						~~3,009,643~~3,107,560
(Class)						Outstanding at May ~~7, 2021~~9, 2022

ASHFORD INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, ~~2021~~2022

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021			2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021			3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021			4
~~Condensed~~Condense d Consolidated Statements of Equity (Deficit) for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021			5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021			76
Notes to Condensed Consolidated Financial Statements			98
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			4944
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			6156
ITEM 4. CONTROLS AND PROCEDURES			6156
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS			6258
ITEM 1A. RISK FACTORS			6258
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			6359
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			6359
ITEM 4. MINE SAFETY DISCLOSURES			6359
ITEM 5. OTHER INFORMATION			6359
ITEM 6. EXHIBITS			6460
SIGNATURES			6562

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)


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	34,020	$	45,270	Cash and cash equivalents	$	29,827	$	37,571
Restricted cash	Restricted cash	34,988		37,396		Restricted cash	33,724		34,878
Restricted investment	Restricted investment	1,072		290		Restricted investment	501		576

Accounts receivable, net	Accounts receivable, net	3,982		3,458		Accounts receivable, net	13,660		10,502
Due from affiliates	Due from affiliates	173		353		Due from affiliates	289		165
Due from Ashford Trust	Due from Ashford Trust	1,982		13,198		Due from Ashford Trust	3,592		2,575
Due from Braemar	Due from Braemar	1,768		2,142		Due from Braemar	2,939		1,144

Inventories	Inventories	1,746		1,546		Inventories	1,746		1,555
Prepaid expenses and other	Prepaid expenses and other	6,909		7,629		Prepaid expenses and other	6,992		9,490

Total current assets	Total current assets	86,640		111,282		Total current assets	93,270		98,456
Investments in unconsolidated entities	Investments in unconsolidated entities	3,519		3,687		Investments in unconsolidated entities	4,171		3,581
Property and equipment, net ($14,521 and $12,972, respectively, attributable to VIEs)		87,221		88,760
Property and equipment, net						Property and equipment, net	81,042		83,566
Operating lease right-of-use assets	Operating lease right-of-use assets	29,522		30,431		Operating lease right-of-use assets	26,049		26,975

Goodwill	Goodwill	56,622		56,622		Goodwill	56,622		56,622
Intangible assets, net ($3,361 and $3,409, respectively, attributable to VIEs)		265,046		271,432
Intangible assets, net						Intangible assets, net	238,780		244,726
Other assets	Other assets	4,618		3,225		Other assets	697		870
Total assets	Total assets	$	533,188	$	565,439	Total assets	$	500,631	$	514,796
LIABILITIES	LIABILITIES					LIABILITIES
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	26,145	$	40,378	Accounts payable and accrued expenses	$	27,243	$	39,897
Dividends payable	Dividends payable	24,886		16,280		Dividends payable	43,947		34,574
Due to affiliates	Due to affiliates	82		1,471		Due to affiliates	21		—

Deferred income	Deferred income	9,970		12,738		Deferred income	494		2,937
Deferred compensation plan		22		29
Notes payable, net ($1,125 and $972, respectively, attributable to VIEs)		25,165		5,347

Notes payable, net						Notes payable, net	6,943		6,725
Finance lease liabilities	Finance lease liabilities	720		841		Finance lease liabilities	1,092		1,065
Operating lease liabilities	Operating lease liabilities	3,718		3,691		Operating lease liabilities	3,602		3,628
Other liabilities	Other liabilities	27,039		29,905		Other liabilities	28,710		25,899
Total current liabilities	Total current liabilities	117,747		110,680		Total current liabilities	112,052		114,725

Deferred income	Deferred income	10,549		8,621		Deferred income	9,883		7,968
Deferred tax liability, net	Deferred tax liability, net	37,296		37,904		Deferred tax liability, net	31,509		32,848
Deferred compensation plan	Deferred compensation plan	1,735		1,678		Deferred compensation plan	3,437		3,326
Notes payable, net ($6,960 and $6,911, respectively, attributable to VIEs)		34,377		57,349
Notes payable, net						Notes payable, net	50,319		52,669
Finance lease liabilities	Finance lease liabilities	43,696		43,143		Finance lease liabilities	43,243		43,479
Operating lease liabilities	Operating lease liabilities	25,951		26,881		Operating lease liabilities	22,573		23,477

Total liabilities	Total liabilities	271,351		286,256		Total liabilities	273,016		278,492
Commitments and contingencies (note 8)		0		0
Commitments and contingencies (note 9)						Commitments and contingencies (note 9)	0		0
MEZZANINE EQUITY	MEZZANINE EQUITY					MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding, net of discount, as of March 31, 2021 and December 31, 2020		477,263		476,947
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021						Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021	478,000		478,000
Redeemable noncontrolling interests	Redeemable noncontrolling interests	37		1,834		Redeemable noncontrolling interests	80		69
EQUITY (DEFICIT)	EQUITY (DEFICIT)					EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,009,643 and 2,868,288 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		3		3
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,171,545 and 3,072,688 shares issued and 3,108,777 and 3,023,002 shares outstanding at March 31, 2022 and December 31, 2021, respectively						Common stock, 100,000,000 shares authorized, $0.001 par value, 3,171,545 and 3,072,688 shares issued and 3,108,777 and 3,023,002 shares outstanding at March 31, 2022 and December 31, 2021, respectively	3		3
Additional paid-in capital	Additional paid-in capital	292,140		293,597		Additional paid-in capital	294,844		294,395
Accumulated deficit	Accumulated deficit	(506,044)		(491,483)		Accumulated deficit	(544,076)		(534,999)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(989)		(1,156)		Accumulated other comprehensive income (loss)	(798)		(1,206)
Treasury stock, at cost, 45,078 and 32,031 shares at March 31, 2021 and December 31, 2020, respectively		(548)		(438)
Treasury stock, at cost, 62,768 and 49,686 shares at March 31, 2022 and December 31, 2021, respectively						Treasury stock, at cost, 62,768 and 49,686 shares at March 31, 2022 and December 31, 2021, respectively	(816)		(596)
Total equity (deficit) of the Company	Total equity (deficit) of the Company	(215,438)		(199,477)		Total equity (deficit) of the Company	(250,843)		(242,403)
Noncontrolling interests in consolidated entities	Noncontrolling interests in consolidated entities	(25)		(121)		Noncontrolling interests in consolidated entities	378		638
Total equity (deficit)	Total equity (deficit)	(215,463)		(199,598)		Total equity (deficit)	(250,465)		(241,765)
Total liabilities and equity (deficit)	Total liabilities and equity (deficit)	$	533,188	$	565,439	Total liabilities and equity (deficit)	$	500,631	$	514,796

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
REVENUE	REVENUE							REVENUE
Advisory services			$	9,927	$	11,836
Advisory services fees								Advisory services fees	$	11,802	$	9,927
Hotel management fees	Hotel management fees		4,472		6,124			Hotel management fees	7,178		4,472
Project management fees			1,542		3,938
Design and construction fees								Design and construction fees	4,524		1,542
Audio visual	Audio visual		3,611		29,674			Audio visual	24,965		3,611
Other	Other		10,629		6,691			Other	11,439		10,629
Cost reimbursement revenue	Cost reimbursement revenue		33,752		75,579			Cost reimbursement revenue	74,051		32,187
Total revenues	Total revenues		63,933		133,842			Total revenues	133,959		62,368
EXPENSES	EXPENSES							EXPENSES
Salaries and benefits	Salaries and benefits		15,776		16,310			Salaries and benefits	16,845		15,776
Cost of revenues for project management			758		1,451
Cost of revenues for design and construction								Cost of revenues for design and construction	1,910		758
Cost of revenues for audio visual	Cost of revenues for audio visual		4,386		20,430			Cost of revenues for audio visual	17,879		4,386
Depreciation and amortization	Depreciation and amortization		8,139		9,969			Depreciation and amortization	7,625		8,139
General and administrative	General and administrative		5,268		6,183			General and administrative	7,363		5,268
Impairment			0		178,213

Other	Other		3,611		4,226			Other	5,467		3,611
Reimbursed expenses	Reimbursed expenses		33,680		75,511			Reimbursed expenses	73,908		32,115
Total expenses	Total expenses		71,618		312,293			Total expenses	130,997		70,053
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)		(7,685)		(178,451)			OPERATING INCOME (LOSS)	2,962		(7,685)
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities		(114)		236			Equity in earnings (loss) of unconsolidated entities	190		(114)

Interest expense	Interest expense		(1,267)		(1,176)			Interest expense	(1,279)		(1,267)
Amortization of loan costs	Amortization of loan costs		(86)		(66)			Amortization of loan costs	(73)		(86)
Interest income	Interest income		63		28			Interest income	81		63

Realized gain (loss) on investments	Realized gain (loss) on investments		(194)		(375)			Realized gain (loss) on investments	(71)		(194)

Other income (expense)	Other income (expense)		(113)		(521)			Other income (expense)	147		(113)
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES		(9,396)		(180,325)			INCOME (LOSS) BEFORE INCOME TAXES	1,957		(9,396)
Income tax (expense) benefit	Income tax (expense) benefit		951		2,085			Income tax (expense) benefit	(1,278)		951
NET INCOME (LOSS)	NET INCOME (LOSS)		(8,445)		(178,240)			NET INCOME (LOSS)	679		(8,445)
(Income) loss from consolidated entities attributable to noncontrolling interests	(Income) loss from consolidated entities attributable to noncontrolling interests		95		160			(Income) loss from consolidated entities attributable to noncontrolling interests	260		95
Net (income) loss attributable to redeemable noncontrolling interests	Net (income) loss attributable to redeemable noncontrolling interests		176		440			Net (income) loss attributable to redeemable noncontrolling interests	9		176
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY		(8,174)		(177,640)			NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	948		(8,174)
Preferred dividends, declared and undeclared	Preferred dividends, declared and undeclared		(8,606)		(7,875)			Preferred dividends, declared and undeclared	(9,373)		(8,606)

Amortization of preferred stock discount	Amortization of preferred stock discount		(316)		(810)			Amortization of preferred stock discount	—		(316)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS		$	(17,096)	$	(186,325)		NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(8,425)	$	(17,096)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED	INCOME (LOSS) PER SHARE - BASIC AND DILUTED							INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:	Basic:							Basic:
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders		$	(6.36)	$	(84.73)		Net income (loss) attributable to common stockholders	$	(3.00)	$	(6.36)
Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic		2,686		2,199			Weighted average common shares outstanding - basic	2,809		2,686
Diluted:	Diluted:							Diluted:
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders		$	(6.36)	$	(84.73)		Net income (loss) attributable to common stockholders	$	(3.00)	$	(6.36)
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted		2,686		2,199			Weighted average common shares outstanding - diluted	2,809		2,686

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited, in thousands)


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021

NET INCOME (LOSS)	NET INCOME (LOSS)		$	(8,445)	$	(178,240)		NET INCOME (LOSS)	$	679	$	(8,445)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX	OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX							OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation adjustment	Foreign currency translation adjustment		0		439			Foreign currency translation adjustment	(231)		—
Unrealized gain (loss) on restricted investment	Unrealized gain (loss) on restricted investment		(27)		(856)			Unrealized gain (loss) on restricted investment	—		(27)
Less reclassification for realized (gain) loss on restricted investment included in net income	Less reclassification for realized (gain) loss on restricted investment included in net income		194		375			Less reclassification for realized (gain) loss on restricted investment included in net income	—		194
COMPREHENSIVE INCOME (LOSS)	COMPREHENSIVE INCOME (LOSS)		(8,278)		(178,282)			COMPREHENSIVE INCOME (LOSS)	448		(8,278)
Comprehensive (income) loss attributable to noncontrolling interests	Comprehensive (income) loss attributable to noncontrolling interests		95		160			Comprehensive (income) loss attributable to noncontrolling interests	260		95
Comprehensive (income) loss attributable to redeemable noncontrolling interests	Comprehensive (income) loss attributable to redeemable noncontrolling interests		176		389			Comprehensive (income) loss attributable to redeemable noncontrolling interests	9		176
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY		$	(8,007)	$	(177,733)		COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	717	$	(8,007)

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

(unaudited, in thousands)

Common Stock Additional Paid-in Capital Accumulated
Deficit Accumulated Other Comprehensive Income (Loss) Treasury Stock Noncontrolling Interests in Consolidated Entities Total Convertible Preferred Stock Redeemable Noncontrolling Interests
Shares Amount Shares Amount Shares Amount
Balance at December 31, 2020 2,868 $ 3 $ 293,597 $ (491,483) $ (1,156) (32) $ (438) $ (121) $ (199,598) 19,120 $ 476,947 $ 1,834
Equity-based compensation 154 — 1,312 — — — — 2 1,314 — — —
Forfeiture of restricted common shares (1) — 8 — — (1) (8) — 0 — — —
Purchase of treasury stock (12) — — — — (12) (102) — (102) — — —
Amortization of preferred stock discount — — — (316) — — — — (316) — 316 —
Dividends declared and undeclared - preferred stock — — — (8,606) — — — — (8,606) — — —
Deferred compensation plan distribution 1 — 7 — — — — — 7 — — —
Employee advances — — 245 — — — — — 245 — — —
Acquisition of noncontrolling interest in consolidated entities — — (2,840) 2,562 — — — — (278) — — (1,648)
Reallocation of carrying value — — (189) — — — — 189 0 — — 0
Redemption value adjustment — — — (27) — — — — (27) — — 27
Unrealized gain (loss) on available for sale securities — — — — (27) — — — (27) — — —
Reclassification for realized loss (gain) on available for sale securities — — — — 194 — — — 194 — — —
Net income (loss) — — — (8,174) — — — (95) (8,269) — — (176)
Balance at March 31, 2021 3,010 $ 3 $ 292,140 $ (506,044) $ (989) (45) $ (548) $ (25) $ (215,463) 19,120 $ 477,263 $ 37


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


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

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











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


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





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

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





Other	—	—		—		(639)		639		—	—		—		—		—	—		—
Net income (loss)	—	—		—		948		—		—	—		(260)		688		—	—		(9)
Balance at March 31, 2022	3,109	$	3	$	294,844	$	(544,076)	$	(798)	(63)	$	(816)	$	378	$	(250,465)	19,120	$	478,000	$	80


		Common Stock			Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock					Redeemable Noncontrolling Interests				Common Stock				Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock				Noncontrolling Interests in Consolidated Entities		Total		Convertible Preferred Stock			Redeemable Noncontrolling Interests
		Shares	Amount								Shares	Amount						Shares	Amount								Shares		Amount								Shares		Amount						Shares		Amount
Balance at December 31, 2019		2,203	$	2	$	285,825	$	(244,084)	$	(216)	(2)	$	(131)	$	628	$	42,024	19,120	$	474,060			$	4,131
Balance at December 31, 2020																					Balance at December 31, 2020	2,868				$	3	$	293,597	$	(491,483)	$	(1,156)	(32)		$	(438)	$	(121)	$	(199,598)	19,120		$	476,947	$	1,834

Equity-based compensation	Equity-based compensation	257	—		2,187		—		—		—	—		3		2,190		—	—				—		Equity-based compensation		154		—		1,312		—		—		—		—		2		1,314		—		—	—

Forfeiture of restricted common shares	Forfeiture of restricted common shares	—	—		13		—		—		(1)	(13)		—		0		—	—				—		Forfeiture of restricted common shares		(1)		—		8		—		—		(1)		(8)		—		—		—		—	—
Purchase of treasury stock	Purchase of treasury stock	—	—		—		—		—		(1)	(5)		—		(5)		—	—				—		Purchase of treasury stock		(12)		—		—		—		—		(12)		(102)		—		(102)		—		—	—

Amortization of preferred stock discount	Amortization of preferred stock discount	—	—		—		(810)		—		—	—		—		(810)		—	810				—		Amortization of preferred stock discount		—		—		—		(316)		—		—		—		—		(316)		—		316	—
Dividends declared - preferred stock		—	—		—		(3,938)		—		—	—		—		(3,938)		—	—				—
Dividends undeclared - preferred stock		—	—		—		(3,937)		—		—	—		—		(3,937)		—	—				—
Dividends declared and undeclared - preferred stock																					Dividends declared and undeclared - preferred stock	—				—		—		(8,606)		—		—		—		—		(8,606)		—		—		—

Deferred compensation plan distribution	Deferred compensation plan distribution	—	—		2		—		—		—	—		—		2		—	—				—		Deferred compensation plan distribution		1		—		7		—		—		—		—		—		7		—		—	—
Employee advances	Employee advances	—	—		124		—		—		—	—		—		124		—	—				—		Employee advances		—		—		245		—		—		—		—		—		245		—		—	—

Acquisition of noncontrolling interest in consolidated entities																					Acquisition of noncontrolling interest in consolidated entities	—				—		(2,840)		2,562		—		—		—		—		(278)		—		—		(1,648)

Contributions from noncontrolling interests		—	—		—		—		—		—	—		77		77		—	—				—
Reallocation of carrying value	Reallocation of carrying value	—	—		(37)		—		—		—	—		(19)		(56)		—	—				56		Reallocation of carrying value		—		—		(189)		—		—		—		—		189		—		—		—	—
Redemption value adjustment	Redemption value adjustment	—	—		—		(322)		—		—	—		—		(322)		—	—				322		Redemption value adjustment		—		—		—		(27)		—		—		—		—		(27)		—		—	27

Foreign currency translation adjustment		—	—		—		—		388		—	—		—		388		—	—				51

Unrealized gain (loss) on available for sale securities	Unrealized gain (loss) on available for sale securities	—	—		—		—		(856)		—	—		—		(856)		—					—		Unrealized gain (loss) on available for sale securities		—		—		—		—		(27)		—		—		—		(27)		—		—	—
Reclassification for realized loss (gain) on available for sale securities	Reclassification for realized loss (gain) on available for sale securities	—	—		—		—		375		—	—		—		375		—					—		Reclassification for realized loss (gain) on available for sale securities		—		—		—		—		194		—		—		—		194		—		—	—

Net income (loss)	Net income (loss)	—	—		—		(177,640)		—		—	—		(160)		(177,800)		—	—				(440)		Net income (loss)		—		—		—		(8,174)		—		—		—		(95)		(8,269)		—		—	(176)
Balance at March 31, 2020		2,460	$	2	$	288,114	$	(430,731)	$	(309)	(4)	$	(149)	$	529	$	(142,544)	19,120	$	474,870			$	4,120

Balance at March 31, 2021																					Balance at March 31, 2021	3,010				$	3	$	292,140	$	(506,044)	$	(989)	(45)		$	(548)	$	(25)	$	(215,463)	19,120		$	477,263	$	37

See Notes to Condensed Consolidated Financial Statements.

ASHFORD INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)


		Three Months Ended March 31,				Three Months Ended March 31,
		2021		2020				2022		2021
Cash Flows from Operating Activities	Cash Flows from Operating Activities						Cash Flows from Operating Activities
Net income (loss)	Net income (loss)	$	(8,445)	$	(178,240)		Net income (loss)	$	679	$	(8,445)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:	Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:						Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	9,615		11,364			Depreciation and amortization	9,127		9,615

Change in fair value of deferred compensation plan	Change in fair value of deferred compensation plan	58		(3,577)			Change in fair value of deferred compensation plan	111		58

Equity-based compensation	Equity-based compensation	1,363		2,049			Equity-based compensation	749		1,363
Equity in (earnings) loss in unconsolidated entities	Equity in (earnings) loss in unconsolidated entities	114		(236)			Equity in (earnings) loss in unconsolidated entities	(190)		114
Deferred tax expense (benefit)	Deferred tax expense (benefit)	(607)		(3,322)			Deferred tax expense (benefit)	(1,339)		(607)
Change in fair value of contingent consideration	Change in fair value of contingent consideration	23		463			Change in fair value of contingent consideration	—		23
Impairment		0		178,213

(Gain) loss on disposal of assets	(Gain) loss on disposal of assets	849		0			(Gain) loss on disposal of assets	769		849
Amortization of other assets	Amortization of other assets	306		326			Amortization of other assets	166		306
Amortization of loan costs	Amortization of loan costs	86		66			Amortization of loan costs	73		86
Realized loss on restricted investments	Realized loss on restricted investments	194		375			Realized loss on restricted investments	71		194

Write off of deferred loan costs		9		62
Other (gain) loss							Other (gain) loss	(155)		9

Changes in operating assets and liabilities, exclusive of the effect of acquisitions:	Changes in operating assets and liabilities, exclusive of the effect of acquisitions:						Changes in operating assets and liabilities, exclusive of the effect of acquisitions:
Accounts receivable	Accounts receivable	(509)		(7,751)			Accounts receivable	(4,592)		(509)
Due from affiliates	Due from affiliates	180		236			Due from affiliates	(124)		180
Due from Ashford Trust	Due from Ashford Trust	11,452		3,525			Due from Ashford Trust	(1,017)		11,452
Due from Braemar	Due from Braemar	(1,442)		700			Due from Braemar	(1,795)		(1,442)
Inventories	Inventories	(652)		59			Inventories	(257)		(652)
Prepaid expenses and other	Prepaid expenses and other	830		166			Prepaid expenses and other	2,484		830
Investment in unconsolidated entities	Investment in unconsolidated entities	54		0			Investment in unconsolidated entities	—		54

Operating lease right-of-use assets	Operating lease right-of-use assets	909		1,055			Operating lease right-of-use assets	926		909
Other assets	Other assets	(7)		(52)			Other assets	7		(7)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	(13,741)		(9,097)			Accounts payable and accrued expenses	(12,773)		(13,741)
Due to affiliates	Due to affiliates	(1,389)		786			Due to affiliates	21		(1,389)

Other liabilities	Other liabilities	(2,889)		3,184			Other liabilities	2,811		(2,889)
Operating lease liabilities	Operating lease liabilities	(903)		(1,053)			Operating lease liabilities	(930)		(903)
Deferred income	Deferred income	(865)		4,999			Deferred income	(524)		(865)

Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	(5,407)		4,300			Net cash provided by (used in) operating activities	(5,702)		(5,407)
Cash Flows from Investing Activities	Cash Flows from Investing Activities						Cash Flows from Investing Activities

Additions to property and equipment	Additions to property and equipment	(491)		(1,990)			Additions to property and equipment	(1,282)		(491)
Proceeds from sale of property and equipment, net	Proceeds from sale of property and equipment, net	1,853		57			Proceeds from sale of property and equipment, net	406		1,853
Additional purchase price paid for Remington working capital adjustment		0		(1,293)

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

Purchase of common stock of related parties	Purchase of common stock of related parties	(873)		0			Purchase of common stock of related parties	—		(873)
Acquisition of assets related to RED	Acquisition of assets related to RED	(637)		(147)			Acquisition of assets related to RED	(455)		(637)

Proceeds from note receivable							Proceeds from note receivable	1,380		—
Issuance of note receivable	Issuance of note receivable	(2,881)		0			Issuance of note receivable	—		(2,881)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(3,029)		(3,373)			Net cash provided by (used in) investing activities	(351)		(3,029)
				(Continued)						(Continued)


		Three Months Ended March 31,				Three Months Ended March 31,
		2021		2020				2022		2021

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

Payments for dividends on preferred stock		0		(4,725)

Payments on revolving credit facilities	Payments on revolving credit facilities	(332)		(11,213)			Payments on revolving credit facilities	(746)		(332)
Borrowings on revolving credit facilities	Borrowings on revolving credit facilities	0		8,884			Borrowings on revolving credit facilities	131		—
Proceeds from notes payable	Proceeds from notes payable	325		29,462			Proceeds from notes payable	61		325
Payments on notes payable	Payments on notes payable	(5,126)		(819)			Payments on notes payable	(1,555)		(5,126)
Payments on finance lease liabilities	Payments on finance lease liabilities	(61)		(282)			Payments on finance lease liabilities	(208)		(61)
Payments of loan costs	Payments of loan costs	0		(290)			Payments of loan costs	(61)		—
Purchase of treasury stock	Purchase of treasury stock	(102)		(5)			Purchase of treasury stock	(218)		(102)
Employee advances	Employee advances	245		124			Employee advances	(246)		245

Contributions from noncontrolling interest		0		77

Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(5,051)		21,213			Net cash provided by (used in) financing activities	(2,842)		(5,051)
Effect of foreign exchange rate changes on cash and cash equivalents	Effect of foreign exchange rate changes on cash and cash equivalents	(171)		188			Effect of foreign exchange rate changes on cash and cash equivalents	(3)		(171)
Net change in cash, cash equivalents and restricted cash	Net change in cash, cash equivalents and restricted cash	(13,658)		22,328			Net change in cash, cash equivalents and restricted cash	(8,898)		(13,658)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	82,666		53,249			Cash, cash equivalents and restricted cash at beginning of period	72,449		82,666
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	69,008	$	75,577		Cash, cash equivalents and restricted cash at end of period	$	63,551	$	69,008

Supplemental Cash Flow Information	Supplemental Cash Flow Information						Supplemental Cash Flow Information
Interest paid	Interest paid	$	1,092	$	1,037		Interest paid	$	989	$	1,092
Income taxes paid (refunded), net	Income taxes paid (refunded), net	(1,061)		(129)			Income taxes paid (refunded), net	(10)		(1,061)
Supplemental Disclosure of Non-Cash Investing and Financing Activities	Supplemental Disclosure of Non-Cash Investing and Financing Activities						Supplemental Disclosure of Non-Cash Investing and Financing Activities

Distribution from deferred compensation plan	Distribution from deferred compensation plan	7		2			Distribution from deferred compensation plan	—		7
Capital expenditures accrued but not paid	Capital expenditures accrued but not paid	299		876			Capital expenditures accrued but not paid	237		299

Finance lease additions		0		21

Acquisition of noncontrolling interest in consolidated entities with issuance of note payable		1,927		0

Acquisition of noncontrolling interest in consolidated entities with notes payable and common stock							Acquisition of noncontrolling interest in consolidated entities with notes payable and common stock	—		1,927

Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash	Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash						Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	$	45,270	$	35,349		Cash and cash equivalents at beginning of period	$	37,571	$	45,270
Restricted cash at beginning of period	Restricted cash at beginning of period	37,396		17,900			Restricted cash at beginning of period	34,878		37,396
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	$	82,666	$	53,249		Cash, cash equivalents and restricted cash at beginning of period	$	72,449	$	82,666

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	34,020	$	54,906		Cash and cash equivalents at end of period	$	29,827	$	34,020
Restricted cash at end of period	Restricted cash at end of period	34,988		20,671			Restricted cash at end of period	33,724		34,988
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	69,008	$	75,577		Cash, cash equivalents and restricted cash at end of period	$	63,551	$	69,008

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

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

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

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

We provide the personnel and services that we believe are necessary for each of Ashford Trust and Braemar to conduct their respective businesses. We may also perform similar functions for new or additional platforms. In our capacity as an advisor, we are not responsible for managing the day-to-day operations of the individual hotel properties owned by either Ashford Trust or Braemar, which duties are, and will continue to be, the responsibility of the hotel management companies that operate the hotel properties owned by Ashford Trust and Braemar. Additionally, Remington Lodging & Hospitality, LLC (“Remington”), a subsidiary of the Company, operates certain ~~of the~~ hotel properties owned by Ashford Trust and Braemar.

~~COVID-19, Management’s Plans and Liquidity~~

In December 2019, COVID-19 was identified in Wuhan, China, which subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Our clients Ashford Trust and Braemar have reported that the negative impact on room demand within their respective portfolios stemming from COVID-19 is significant, which has resulted and is expected to result in significantly reduced occupancy and RevPAR. Furthermore, the prolonged presence of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry has experienced postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders, the Company dramatically reduced staffing and expenses at its products and services businesses and at our corporate office. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. In addition, one or more possible recurrences of COVID-19 cases could result in further reductions in business and personal travel and could cause state and local governments to reinstate travel restrictions. The Company expects that the COVID-19 pandemic will continue to have a significant negative impact on the Company’s results of operations, financial position and cash flow in 2021 and potentially beyond. As a result, in March 2020, the Company amended payment terms pursuant to certain hotel management agreements to better manage corporate working capital, reduced planned capital expenditures, significantly reduced operating expenses and reduced the cash compensation of its executive officers and other employees, including an arrangement pursuant to which Mr. Bennett received his base salary in the form of common stock issued under the Company’s 2014 Incentive Plan, as amended. Additionally, the Company did not declare dividends which were due with respect to its Series D Convertible Preferred Stock for the second and fourth quarters of 2020. As of March 31, 2021, the Company had aggregate undeclared preferred stock dividends of approximately $16.5 million which relates to the second and fourth quarters of 2020.

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

During the first quarter of 2021, base salaries for the Company’s executive officers and other employees were restored to pre-reduction levels and the arrangement by which Mr. Bennett received his base salary in the form of common stock ended. Additionally, on March 25, 2021, the Company declared $8.4 million in dividends which were due with respect to its Series D Convertible Preferred Stock for the first quarter of 2021.

When preparing financial statements, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that create substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In applying the accounting guidance, the Company considered its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next 12 months.

We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may result in the inability of our portfolio companies to borrow unused amounts under their respective lines of credit. As of March 31, 2021, our Term Loan Agreement was in compliance with all covenants or other requirements. Debt held by our subsidiaries was in compliance with all covenants or other requirements. Additionally, JSAV executed a credit agreement amendment on December 31, 2020, which extended the maturity date of the loan and includes a covenant which commences with the quarter ending March 31, 2023. As a result of the impact of COVID-19, JSAV is reliant on Ashford Inc. to make contributions to cover JSAV’s projected operating shortfall and amortization and interest payments on its outstanding debt within one year of the issuance of the financial statements. All such contributions are subject to the discretion of Ashford Inc. As such, all of JSAV’s outstanding debt balance has been classified as a current liability within our condensed consolidated balance sheet as of March 31, 2021. The classification of JSAV’s outstanding debt as a current liability has no impact on Ashford Inc.’s going concern assessment because the JSAV debt has no recourse to Ashford Inc. See note 5 for additional details.

We cannot predict when hotel operating levels at our clients, Ashford Trust and Braemar, will return to normalized levels after the effects of the pandemic subside, whether our clients’ hotels will be forced to shut down operations or whether one or more governmental entities may impose additional travel restrictions due to a resurgence of COVID-19 cases in the future. As a result of these factors resulting from the impact of the pandemic, we are unable to estimate future financial performance with certainty. However, based primarily on our assessment of the ability of our key customers, Ashford Trust and Braemar, to pay their obligations to the Company in accordance with the advisory agreements, the Company has concluded that management’s current plan alleviates the substantial doubt about its ability to continue as a going concern. Additional factors considered in our assessment include our completed loan amendments, other agreements, our current cash on hand, our forecast of future operating results for the next 12 months from the date of this report and the actions we have taken to improve our liquidity. Facts and circumstances could change in the future that are outside of management’s control, such as changes in Ashford Trust’s and Braemar’s financial position and liquidity, additional government mandates, health official orders, travel restrictions and extended business shutdowns due to COVID-19.~~See notes 5 and 13.~~

Other Developments

On ~~December 31, 2020, we acquired all~~March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (“Braemar Limited Waiver”) with Braemar, Braemar Hospitality Limited Partnership (“Braemar OP”), Braemar TRS Corporation and Ashford LLC. On March 15, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “Ashford Trust Limited Waiver” and together with the Braemar Limited Waiver, the “Limited Waivers”) with Ashford Trust, Ashford Hospitality Limited Partnership (“Ashford Trust OP”), Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford LLC. Pursuant to the Limited Waivers, the parties to the Second Amended and Restated Advisory Agreement with Ashford Trust and the Fifth Amended and Restated Advisory Agreement with Braemar waive the operation of any provision such agreement that would otherwise limit the ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and expense, to award during the first and second fiscal quarters of calendar year 2022 (the “Waiver Period”), cash incentive compensation to employees and other representatives of the ~~redeemable noncontrolling interests shares in JSAV for $150,000. As a result of the acquisition, our ownership in JSAV increased from approximately 88% to 100%.~~

~~During the first quarter of 2020, we paid the remainder of contingent consideration due~~Company; provided that, pursuant to the ~~BAV Sellers in connection with the acquisition of BAV, including $350,000 related to the earn-out which was paid on January 11, 2021, and the final stock collar consideration payments~~Ashford Trust Limited Waiver, such awarded cash incentive compensation does not exceed $8,476,000, in the ~~amount of $870,000 and $888,000 which were paid on February 1, 2021 and March 4, 2021, respectively.~~aggregate, during the Waiver Period.

108

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

In January 2021, Remington executed 2 new hotel management contracts with a third-party hotel owner. In conjunction, Remington loaned approximately $2.9 million to the hotel owner. The loan requires interest only payments at an annual rate of 10% commencing on March 31, 2021. The principal balance and all accrued interest on the loan shall be due and payable to Remington in full on December 31, 2022. The note receivable is recorded with “other assets” in our condensed consolidated balance sheet.

On January 14, 2021, the Company entered into the Second Amended and Restated Advisory Agreement with Ashford Trust. The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement, dated June 10, 2015, as amended by the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated as of June 26, 2018 to, among other items (i) revise the term and termination rights; (ii) fix the percentage used to calculate the base fee thereunder at 0.70% per annum; (iii) update the list of peer group members; (iv) suspend the requirement that the Company maintain a minimum Consolidated Tangible Net Worth until the first fiscal quarter beginning after June 30, 2023; and (v) revise the criteria that would constitute a Company Change of Control in order to provide the Company additional flexibility to dispose of underperforming assets negatively impacted by COVID-19. In connection with the transactions contemplated by the Credit Agreement, dated as of January 15, 2021 (the “Credit Agreement”), by and among Ashford Trust, Oaktree and the lenders party thereto, on January 15, 2021, the Company entered into the Subordination and Non-Disturbance Agreement (the “SNDA”) with Ashford Trust and Oaktree pursuant to which the Company agreed to subordinate to the prior repayment in full of all obligations under the Credit Agreement, (1) prior to the later of (i) the second anniversary of the Credit Agreement and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019, (the “Advisory Fee Cap”) (2) any termination fee or liquidated damages amounts under the advisory agreement, or any amount owed under any enhanced return funding program in connection with the termination of the advisory agreement or sale or foreclosure of assets financed thereunder, and (3) any payments to Lismore in connection with the transactions contemplated by the Credit Agreement. See notes 3 and 13.

On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey, Inc. (“OpenKey”) for a purchase price of approximately $1.9 million. Pursuant to the agreement, the purchase price will be paid to the seller in equal monthly installments over a seven year term and will include interest in arrears at an annualized rate of 4.0%. The purchase price is payable in Ashford Inc. common stock including a 10% premium or cash at our sole discretion. As a result of the acquisition, our ownership in OpenKey increased to 74.76% with the remainder held by noncontrolling interest holders, including 17.07% and 7.97% owned by Ashford Trust and Braemar, respectively.

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~~0Basis 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 ~~2020~~2021 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March ~~16,~~25, 2022.

Cost reimbursement revenue and reimbursed expenses for the three months ended March 31, 2021 were restated as previously disclosed in the restated condensed consolidated statement of operations for the three months ended March 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The restatement related to Remington’s recognition of cost reimbursement revenue and reimbursed expenses for certain insurance costs and the timing of recognition of cost reimbursement revenue and reimbursed expenses for hotel management related salaries and benefits costs that are reimbursed from hotel owners, resulting in a $1.6 million decrease in cost reimbursement revenue and reimbursed expenses for the three months ended March 31, 2021. These costs are reported gross in the Company’s condensed consolidated statements of operations in cost reimbursement revenue with an offsetting amount reported in reimbursed expenses.

The condensed consolidated balance sheet and statement of equity (deficit) as of March 31, 2022, include a correction of an immaterial error which resulted in $639,000 of cumulative unrealized losses on available-for-sale common shares of Ashford Trust and Braemar held by Remington being reclassified from accumulated other comprehensive income to accumulated deficit. Beginning January 1, 2022, unrealized gains and losses on available-for-sale common shares are recorded in other income (expense) in the Company’s condensed consolidated statements of operations.

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

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

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Noncontrolling Interests—The following tables present information about noncontrolling interests in our consolidated subsidiaries, including those related to consolidated VIEs, as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):


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

Carrying value of redeemable noncontrolling interests	$	80		n/a		n/a
Redemption value adjustment, year-to-date	13			n/a		n/a
Redemption value adjustment, cumulative	594			n/a		n/a
Carrying value of noncontrolling interests	n/a			253		125
Assets, available only to settle subsidiary’s obligations (5)	n/a			1,571		1,324
Liabilities (6)	n/a			383		1,300

Revolving credit facility (6)	n/a			—		50


		March 31, 2021								December 31, 2021
		Ashford Holdings			OpenKey(3)			Pure Wellness (4)			RED (5)			Ashford Holdings			OpenKey(3)		Pure Wellness (4)
Ashford Inc. ownership interest	Ashford Inc. ownership interest	99.87		%	74.76		%	70.00	%		84.21	%	Ashford Inc. ownership interest	99.87		%	75.38	%	70.00	%
Redeemable noncontrolling interests(1) (2)	Redeemable noncontrolling interests(1) (2)	0.13		%	0		%	0	%		0	%	Redeemable noncontrolling interests(1) (2)	0.13		%	—	%	—	%
Noncontrolling interests in consolidated entities	Noncontrolling interests in consolidated entities	0		%	25.24		%	30.00	%		15.79	%	Noncontrolling interests in consolidated entities	—		%	24.62	%	30.00	%
		100.00		%	100.00		%	100.00	%		100.00	%		100.00		%	100.00	%	100.00	%

Carrying value of redeemable noncontrolling interests	Carrying value of redeemable noncontrolling interests	$	37		$	0		n/a			n/a		Carrying value of redeemable noncontrolling interests	$	69		n/a		n/a
Redemption value adjustment, year-to-date	Redemption value adjustment, year-to-date	25			0			n/a			n/a		Redemption value adjustment, year-to-date	96			n/a		n/a
Redemption value adjustment, cumulative	Redemption value adjustment, cumulative	510			0			n/a			n/a		Redemption value adjustment, cumulative	581			n/a		n/a
Carrying value of noncontrolling interests	Carrying value of noncontrolling interests	0			153			99			(277)		Carrying value of noncontrolling interests	n/a			479		159
Assets, available only to settle subsidiary’s obligations (6)(7)(9)		n/a			1,531			1,969			22,539
Liabilities (8)(9)		n/a			1,125			2,024			14,430
Notes payable (8)		n/a			0			0			7,826
Revolving credit facility (8)		n/a			0			100			247
Assets, available only to settle subsidiary’s obligations (5)													Assets, available only to settle subsidiary’s obligations (5)	n/a			2,533		1,779
Liabilities (6)													Liabilities (6)	n/a			424		1,643

		December 31, 2020
		Ashford Holdings			OpenKey(3)			Pure Wellness (4)			RED (5)
Ashford Inc. ownership interest		99.86		%	49.04		%	70.00	%		84.21	%
Redeemable noncontrolling interests(1) (2)		0.14		%	25.06		%	0	%		0	%
Noncontrolling interests in consolidated entities		0		%	25.90		%	30.00	%		15.79	%
		100.00		%	100.00		%	100.00	%		100.00	%

Carrying value of redeemable noncontrolling interests		$	35		$	1,799		n/a			n/a
Redemption value adjustment, year-to-date		371			466			n/a			n/a
Redemption value adjustment, cumulative		486			2,563			n/a			n/a
Carrying value of noncontrolling interests		0			164			89			(374)
Assets, available only to settle subsidiary’s obligations (6)(7)(9)		n/a			1,287			1,677			21,204
Liabilities (8)(9)		n/a			837			1,767			13,817
Notes payable (8)		n/a			0			0			7,627
Revolving credit facility (8)		n/a			0			100			247
Revolving credit facility (6)													Revolving credit facility (6)	n/a			—		100

________

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

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

(3) Represents ownership interests in OpenKey, Inc. (“OpenKey”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. OpenKey is a hospitality focused mobile key platform that provides a universal smartphone app for keyless

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entry into hotel guest rooms. On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. See ~~also notes 1 and~~note 5.

(4) Represents ownership interests in PRE Opco, LLC (“Pure ~~Wellness,~~Wellness”), a VIE for which we are considered the primary beneficiary and therefore we consolidate it. Pure Wellness provides hypoallergenic premium rooms in the hospitality and commercial office industry. See ~~also notes 1 and 9.~~note 10.

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(5)Represents ownership interests in RED, a VIE for which we are considered the primary beneficiary and therefore we consolidate it. RED is a provider of watersports activities and other travel and transportation services and includes the entity that conducts RED’s legacy U.S. Virgin Islands operations and Sebago, a provider of watersports activities and excursion services based in Key West, Florida which was acquired by RED in 2019. We are provided a preferred return on our investment in RED’s legacy U.S. Virgin Islands operations and Sebago which is accounted for in our income allocation based on the applicable partnership agreement. See also notes 1 and 9.

~~(6)~~ Total assets consist primarily of cash and cash equivalents, property and equipment, intangibles and other assets that can only be used to settle the subsidiaries’ obligations.

~~(7)~~ ~~The assets of Sebago are not available to settle the obligations of the entity that conducts RED’s legacy U.S. Virgin Islands operations.~~

~~(8)~~(6) 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’s legacy U.S. Virgin Islands operations, for which the creditor has recourse to Ashford Inc.~~ See note 5.

~~(9)~~ ~~See our condensed consolidated balance sheets for disclosure by line item of material assets and liabilities of the VIEs consolidated by the Company.~~

Investments in Unconsolidated Entities—We hold “investments in unconsolidated entities” in our condensed consolidated balance sheets, which are considered to be variable interests and voting interests in the underlying entities. Certain of our investments in variable interests are not consolidated because we have determined that we are not the primary beneficiary. Certain other investments are not consolidated as the underlying entity does not meet the definition of a VIE and we do not control more than 50% of the voting interests. We review our “investments in unconsolidated entities” for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. ~~NaN~~No such impairment was recorded during the three months ended ~~ended~~ March 31, ~~2021~~2022 and ~~2020.~~2021.

We held an investment in an unconsolidated variable interest entity with a carrying value of $500,000 at March 31, ~~2021~~2022 and December 31, ~~2020.~~2021. We account for the investment at estimated fair value based on recent observable transactions as we do not exercise significant influence over the entity. ~~NaN~~No equity in earnings (loss) of unconsolidated entities due to a change in fair value of the investment was recognized during the three months ended ~~ended~~ March 31, ~~2021~~2022 and ~~2020.~~2021. In the event that the assumptions used to estimate fair value change in the future, we may be required to record an impairment charge related to this investment.

~~Effective January 1, 2019, we acquired a 30% noncontrolling ownership interest~~Our investment in Real Estate Advisory Holdings LLC (“REA Holdings”)~~, a real estate advisory firm that provides financing, advisory and property sales services primarily to clients in~~ is accounted for under the ~~hospitality and leisure industry, for a purchase price of approximately $3.0 million which was paid in~~equity method as we have significant influence over the ~~form of $2.1 million cash and the issuance of 16,529 shares of our common stock (approximately $890,000) to the seller.~~voting interest entity. We have an option to acquire an additional 50% of the ownership interests in REA Holdings for $12.5 million beginning on January 1, ~~2022. Our investment in REA Holdings is accounted~~2022, which expires on the later of (i) February 28, 2024 and (ii) 30 business days following the completion date of the Company’s preliminary audit for ~~under the equity method as we have significant influence over the voting interest entity.~~calendar year 2023.

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~~(unaudited)~~

The following table summarizes our carrying value and ownership interest in REA Holdings (in thousands):
March 31, 2021 December 31, 2020
Carrying value of the investment in REA Holdings $ 2,705 2,873
Ownership interest in REA Holdings 30 % 30 %


	March 31, 2022			December 31, 2021
Carrying value of the investment in REA Holdings	$	3,021		2,831
Ownership interest in REA Holdings	30		%	30	%

The following table summarizes our equity in earnings (loss) in REA Holdings (in thousands):
Three Months Ended March 31,
2021 2020
Equity in earnings (loss) in unconsolidated entities $ (114) $ 236


	Three Months Ended March 31,
		2022		2021
Equity in earnings (loss) in unconsolidated entities REA Holdings		$	190	$	(114)

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

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

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Restricted Cash—AsRestricted cash was comprised of ~~March 31, 2021 and December 31, 2020, restricted cash of $35.0 million and $37.4 million, respectively, included $26.1 million and $26.3 million, respectively, of reserves for insurance claims and~~ the ~~associated ancillary costs.~~ following (in thousands):


	March 31, 2022		December 31, 2021
REIT Advisory:
Insurance claim reserves (1)	$	27,378	$	24,588

Remington:
Managed hotel properties’ reserves (2)	3,680		6,923
Insurance claim reserves (3)	611		1,312
Total Remington restricted cash	4,291		8,235

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

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



Total restricted cash	$	33,724	$	34,878

________

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

~~As of March 31, 2021 and December 31, 2020, restricted cash also included $3.2 million and $5.9 million, respectively, of reserves related to cash~~(2) Cash received from hotel properties ~~under Remington’s management. The cash~~managed by Remington is ~~funded by the hotel properties and~~ used to pay certain centralized operating expenses as well as hotel employee bonuses. The liability related to the restricted cash balance for centralized billing is primarily included as a payable which is presented net within “due from Ashford Trust” and “due from Braemar” in our condensed consolidated balance sheets. The liability related to the restricted cash balance for hotel employee bonuses is included in “accounts payable and accrued expenses.” ~~As of March 31, 2021 and December 31, 2020, restricted cash also included $1.0 million and $1.5 million, respectively, of~~

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

~~Restricted cash as of March 31, 2021 includes $2.4 million related~~(4) Our subsidiary, Inspire Event Technologies Holdings, LLC (“INSPIRE”), provides event technology and creative communications solutions services. Cash is restricted due to operating reserves required under ~~JSAV’s~~INSPIRE’s amended credit agreement to service interest expense and projected operating costs. See note 5.

~~Restricted~~(5) Includes cash ~~as of March 31, 2021 and December 31, 2020 includes $2.4 million and $3.7 million of cash related to Marietta which includes a $1.6 million and $2.9 million reserve~~reserves for capital improvements associated with renovations at the ~~hotel’s renovation, respectively,~~hotel leased by our consolidated subsidiary, Marietta Leasehold LP, (“Marietta”), which holds the leasehold rights to a single hotel and ~~$800,000 of cash held~~convention center property in ~~an escrow account in accordance with the~~ Marietta, ~~lease agreement.~~Georgia. The liability related to the restricted cash balance for the hotel’s ~~renovation is~~renovations are included in “accounts payable and accrued expenses.”

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

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

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Property and Equipment, net—Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We record property and equipment at cost. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, property and equipment, net of accumulated depreciation, included assets related to ~~our consolidated subsidiary Marietta Leasehold, L.P.’s (“Marietta”)~~Marietta’s finance lease of ~~$42.5~~$41.3 million and ~~$42.8~~$41.6 million, ~~ERFP assets~~enhanced return funding program (“ERFP”) furniture fixture & equipment (“FF&E”) of ~~$13.8~~$11.6 million and ~~$18.3~~$12.4 million, audio visual equipment at ~~JSAV~~INSPIRE of ~~$10.5~~$6.5 million and ~~$11.6~~$7.0 million and marine vessels at RED Hospitality & Leisure, LLC (“RED”) of ~~$11.5~~$12.8 million and ~~$9.9~~$12.8 million, respectively.

Other Liabilities—As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, other liabilities included reserves in the amount of ~~$26.1~~$27.4 million and ~~$26.3~~$24.6 million, respectively, related primarily to Ashford Trust and Braemar properties’ insurance claims and related

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fees. The liability for casualty insurance claims and related fees is established based upon an analysis of historical data and actuarial estimates. We record the related funds received from Ashford Trust and Braemar in “restricted cash” in our condensed consolidated balance sheets. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, other liabilities also included ~~$924,000 and $1.5~~$1.3 million ~~respectively, of~~relating to reserves for Remington health insurance ~~claims, and reserves of $0 and $2.1 million, respectively, for the fair value of contingent consideration due to the sellers of BAV.~~claims.

Revenue Recognition—See note 3.

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

The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our portfolio companies file income tax returns in the U.S. federal jurisdiction and various states and cities, beginning in 2017, in Mexico and the Dominican Republic and, beginning in 2018, in the U.S. Virgin Islands. Tax years ~~2016~~2017 through ~~2020~~2021 remain subject to potential examination by certain federal and state taxing authorities.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law and includes certain income tax provisions relevant to ~~the~~our business. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended March 31, 2020. The CARES Act did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2020. The Company filed a claim to carryback the 2018 tax net operating loss to a prior year as provided for by the CARES Act. The Company ~~expects to receive~~received the carryback amount of ~~approximately~~ $1.0 million ~~within the next 12 months.~~in March of 2021.

On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law and extends several COVID-19 tax related measures passed as part of the CARES Act. Among these is the extension of the deferral period of the remittance of Social Security taxes. The Company is required to recognize the effect on the consolidated financial statements in the period the law was enacted, which is the period ended December 31, 2020. The Company ~~had~~has deferred ~~$2.5~~$1.3 million of Social Security taxes within “accounts payable and accrued expenses” in our consolidated balance ~~sheet~~sheets as of March 31, 2022 and December 31, ~~2020~~2021 related to the Consolidated Appropriations ~~Act.~~Act, 2021.

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Recently Issued Accounting Standards—In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. In November 2019, the FASB issued ASU 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) (“ASU 2019-10”). ASU 2019-10 revised the mandatory adoption date for public business entities that meet the definition of a smaller reporting company to be effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact ASU 2016-13 and ASU 2019-10 may have on our condensed consolidated financial statements and related disclosures.

In ~~March 2020, the FASB issued ASU 2020-04,~~ ~~Reference Rate Reform (Topic 848)~~ (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In January 2021, the FASB issued ASU 2021-01, ~~Reference Rate Reform (Topic 848): Scope~~ (“ASU 2021-01”) to provide guidance and relief for transitioning to alternative reference rates. ASU 2021 is effective immediately for all entities. We are currently evaluating the impact ASU 2020-04 and 2021-01 may have on our condensed consolidated financial statements and related disclosures.

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

3. Revenues

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

We determine revenue recognition through the following steps:

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

•Identification of the performance obligations in the contract

•Determination of the transaction price

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

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

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

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~~(unaudited)~~

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

Advisory Services Fees Revenue

Advisory services fees revenue is reported within our REIT Advisory segment and primarily consists of advisory fees that are recognized when services have been rendered. Advisory fees consist of base fees and incentive fees. For Ashford Trust, ~~prior to~~from January 1, 2021 through January 14, 2021, the base fee ~~was paid monthly and~~ ranged from 0.50% to 0.70% per annum of the total market capitalization ranging from greater than $10.0 billion to less than $6.0 ~~billion to greater than $10.0~~ billion plus the Net Asset Fee Adjustment as(as defined in the ~~amended~~Amended and ~~restated advisory agreement,~~Restated Advisory Agreement with Ashford Trust, dated June 10, 2015, as amended), subject to certain minimums. On January 14, 2021, the Company entered into the Second Amended and Restated Advisory Agreement with Ashford Trust. The Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement ~~dated June 10, 2015, as amended by the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated as of June 26, 2018~~ to, among other ~~items,~~things, fix the percentage used to calculate the base fee thereunder at 0.70% per annum.

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(unaudited)

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

~~Under~~Prior to the fourth quarter of 2021, advisory fees under the Second Amended and Restated Advisory Agreement ~~advisory fees~~ earned ~~each year~~ from Ashford Trust in 2021 in excess of the Advisory Fee Cap ~~are~~were a form of variable consideration that iswere constrained and deferred until such fees ~~are~~were probable of not being subject to significant reversal. The Advisory Fee Cap is approximately $29.0 million each year as stated in the Credit Agreement. As a result, ~~until the later of (i) the second anniversary of the Credit Agreement and (ii) the date accrued interest “in kind” is paid in full to Oaktree by Ashford Trust,~~ base advisory fee revenue was recognized each month is equal to the lesser of (1) base fees calculated as described above based on Ashford Trust’s market capitalization or (2) 1/12th of $29.0 million. ~~Any cash received from~~

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

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

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Hotel Management Fees Revenue

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

~~Project Management~~Design and Construction Fees Revenue

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

Audio Visual Revenue

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

Other Revenue

Other revenue includes revenue provided by certain of our ~~hospitality~~ products and service businesses, including RED. RED’s revenue is primarily generated through the provision of watersports activities and ferry and excursion services. The revenue is recognized as services are provided based on contractual customer rates. Debt placement and related fees include revenue earned from providing placement, modifications, forbearances or ~~refinancings~~refinancing of certain mortgage debt by Lismore. For certain agreements, the fees are recognized based on a stated percentage of the loan amount when services have been rendered and the subject loan is closed. For other agreements, deferred income related to the various Lismore fees will be recognized over the term of the agreement on a straight line basis as the service is rendered, only to the extent it is probable that a significant reversal of revenue will not occur. Constraints relating to variable consideration are resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price will be adjusted on a cumulative catch-up basis in the period a transaction or financing event closes.

Cost Reimbursement Revenue

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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. ~~Prior to December 31, 2020, we additionally were reimbursed by Ashford Trust for expenses incurred by Ashford Investment Management, LLC (“AIM”) for managing Ashford Trust’s excess~~

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

~~(unaudited)~~

cash under the Investment Management Agreement. AIM was not compensated for its services but was reimbursed for all costs and expenses. Effective December 31, 2020, the Investment Management Agreement with Ashford Trust was terminated.

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

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

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

Practical Expedients and Exemptions

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

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

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

Deferred Income and Contract Balances

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


		Deferred Income				Deferred Income
		2021		2020				2022		2021
Balance as of January 1	Balance as of January 1	$	21,359	$	13,280		Balance as of January 1	$	10,905	$	21,359
Increases to deferred income	Increases to deferred income	5,912		7,082			Increases to deferred income	3,846		5,912
Recognition of revenue (1)	Recognition of revenue (1)	(6,752)		(2,112)			Recognition of revenue (1)	(4,374)		(6,752)
Balance as of March 31	Balance as of March 31	$	20,519	$	18,250		Balance as of March 31	$	10,377	$	20,519

________

(1) Deferred income recognized in the three months ended March 31, 2022, includes (a) $437,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $218,000 of audio visual revenue, (c) $2.3 million of other revenue primarily related to Ashford Trust’s agreement with Lismore (see note 14), and (d) $1.4 million of “other services” revenue earned by our products and services companies, excluding Lismore. Deferred income recognized in the three months ended March 31, 2021, includes (a) $535,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $524,000 of audio visual revenue, (c) $4.3 million of other revenue related to ~~the~~ Ashford ~~Trust Agreement~~Trust’s and ~~the Braemar Agreement~~Braemar’s agreements with Lismore (see note ~~13)~~14) and (d) $1.4 million of “other services” revenue earned by our ~~hospitality~~ products and services companies, excluding Lismore. Deferred income recognized in the three months ended March 31, 2020, includes (a) $554,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $931,000 of audio visual revenue and (c) $627,000 of “other services” revenue earned by our hospitality products and services companies.

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

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

~~(unaudited)~~

financing event and the resulting change in the transaction price ~~will be~~was adjusted on a cumulative catch-up basis in the period a transaction or financing event ~~closes.~~closed. See note ~~13.~~14. 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 March 31, ~~2021.~~2022.

The timing of revenue recognition may differ from the timing of payment by customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred income until the performance obligations are satisfied. We had receivables related to revenues from contracts with customers of ~~$4.0~~$12.2 million and ~~$3.5~~$7.6 million included in “accounts receivable, net” primarily related to our ~~hospitality~~ products and services segment, ~~$2.0~~$3.6 million and ~~$13.2~~$2.6 million in “due from Ashford Trust”, and ~~$1.8~~$2.9 million and ~~$2.1~~$1.1 million included in “due from Braemar” related to REIT advisory services at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. We had no significant impairments related to these receivables during the three months ended ~~ended~~ March 31, ~~2021~~2022 and ~~2020.~~2021. See note ~~13.~~14.

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Disaggregated Revenue

Our revenues were comprised of the following for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively (in thousands):

Three Months Ended March 31,
2021 2020
Advisory services revenue:
Base advisory fee
$ 9,799 $ 11,537
Incentive advisory fee 0 170
Other advisory revenue 128 129
Total advisory services revenue 9,927 11,836
Hotel management:
Base fee 3,857 6,124
Incentive fee 615 0
Total hotel management revenue 4,472 6,124
Project management revenue 1,542 3,938
Audio visual revenue 3,611 29,674
Other revenue:
Debt placement and related fees (1)
4,288 128
Claims management services 17 57
Other services (2)
6,324 6,506
Total other revenue 10,629 6,691
Cost reimbursement revenue 33,752 75,579
Total revenues $ 63,933 $ 133,842
REVENUES BY SEGMENT (3)
REIT advisory $ 15,068 $ 20,957
Remington 32,374 70,456
Premier 1,944 5,152
JSAV 3,611 29,674
OpenKey 454 522
Corporate and other 10,482 7,081
Total revenues $ 63,933 $ 133,842

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


	Three Months Ended March 31,
		2022		2021
Advisory services fees:
Base advisory fees		$	11,674	$	9,799



Other advisory revenue		128		128
Total advisory services fees revenue		11,802		9,927

Hotel management fees:
Base fees		6,174		3,857
Incentive fees		1,004		615
Total hotel management fees revenue		7,178		4,472

Design and construction fees revenue		4,524		1,542

Audio visual revenue		24,965		3,611

Other revenue:

Watersports, ferry and excursion services (1)		6,045		4,561
Debt placement and related fees (2)		2,483		4,288
Claims management services		15		17

Other services (3)		2,896		1,763
Total other revenue		11,439		10,629

Cost reimbursement revenue		74,051		32,187

Total revenues		$	133,959	$	62,368

REVENUES BY SEGMENT (4)
REIT advisory		$	19,393	$	15,068
Remington		70,507		30,809
Premier		6,226		1,944
INSPIRE		25,022		3,611
RED		6,045		4,561
OpenKey		382		454
Corporate and other		6,384		5,921
Total revenues		$	133,959	$	62,368

________

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

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

~~(2)~~(3) Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey ~~RED~~ and Pure Wellness, to Ashford Trust, Braemar and third parties, and the revenue of Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

~~(3)~~(4) We have ~~five~~six reportable segments: REIT Advisory, Remington, Premier, ~~JSAV~~INSPIRE, RED and OpenKey. We combine the operating results of ~~RED,~~ Marietta and Pure Wellness ~~Lismore and REA Holdings~~ into an “all other” category, which we refer to as “Corporate and Other.” See note 1516 for discussion of segment reporting.

Geographic Information

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

The following table presents revenue from ~~our JSAV reporting segment~~INSPIRE and RED geographically for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively (in thousands):

Three Months Ended March 31,
2021 2020
United States $ 2,915 $ 21,758
Mexico 411 6,471
Dominican Republic 285 1,445
$ 3,611 $ 29,674


	Three Months Ended March 31,
		2022		2021
INSPIRE:
United States		$	19,070	$	2,915
Mexico		4,618		411

Dominican Republic		1,334		285
Total audio visual revenue		$	25,022	$	3,611
RED:
United States		$	5,265	$	4,561
United Kingdom (Turks and Caicos Islands)		780		—

Total watersports, ferry and excursion services		$	6,045	$	4,561

4. Goodwill and Intangible Assets, net

~~Impairment~~The carrying amount of ~~Goodwill and Intangible Assets—During the first quarter of 2020, as a result of our reduced cash flow projections and the significant decline in our market capitalization as a result of the COVID-19 pandemic, we recognized~~ goodwill impairment charges of $170.6 million, of which $121.0 million related to our Remington segment, and $49.5 million related to our Premier segment. We engaged a third-party valuation expert to assist us in performing an interim quantitative assessment to determine whether it was more likely than not that the carrying value of goodwill in our reporting units was impaired as of March 31, ~~2020. The fair value estimates for all reporting units were based on a blended analysis~~2022 is as follows (in thousands):


	Remington		RED		Corporate and Other (1)		Consolidated













Balance at March 31, 2022	$	54,605	$	1,235	$	782	$	56,622

________

(1) Corporate and Other includes the goodwill from the Company’s acquisition of ~~the present value of future cash flows and the market value approach. See note 6.~~Pure Wellness.

Based on our quantitative assessment as of March 31, 2020, we determined that the fair values of Remington and Premier were less than the carrying values of these reporting units. The carrying value of Remington was reduced by a $5.5 million impairment of the Remington trademarks prior to assessing goodwill for impairment. The excess carrying value of Remington and Premier over the estimate of fair value was recorded in “impairment” on our condensed consolidated statements of operations. NaN impairment charges or any other adjustments related to goodwill were recorded for the three months ended March 31, 2021. As of March 31, 2021, our Remington segment had $54.6 million of goodwill remaining and our Premier and JSAV segments had 0 goodwill remaining.

~~Intangible Assets~~

During the first quarter of 2020, we engaged a third-party valuation expert to assist in determining the fair value of our indefinite-lived trademarks. We recognized intangible asset impairment charges of $7.6 million related to trademarks within our Remington and JSAV segments which resulted from changes in estimated future revenues based on a valuation using the relief-from-royalty method, which includes unobservable inputs including royalty rates and projected revenues. NaN impairment charges related to intangible assets were recorded for the three months ended March 31, 2021.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

~~The carrying amount of goodwill for the three months ended March 31, 2021 is as follows (in thousands):~~

Remington
Corporate and Other (1)
Consolidated
Balance at March 31, 2021 $ 54,605 $ 2,017 $ 56,622
~~________~~

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

Intangible assets, net as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, are as follows (in thousands):


		March 31, 2021								December 31, 2020										March 31, 2022			December 31, 2021
		Gross Carrying Amount		Impairment		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Impairment		Accumulated Amortization		Net Carrying Amount				Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:	Definite-lived intangible assets:																		Definite-lived intangible assets:
Remington management contracts	Remington management contracts	$	107,600	$	—	$	(19,247)	$	88,353		$	107,600	$	—	$	(16,237)	$	91,363	Remington management contracts		$	107,600	$	(30,953)	$	76,647	$	107,600	$	(28,284)	$	79,316
Premier management contracts	Premier management contracts	194,000		—		(32,476)		161,524			194,000		—		(29,428)		164,572		Premier management contracts		194,000		(44,568)		149,432		194,000		(41,619)		152,381
JSAV customer relationships		9,319		—		(3,571)		5,748			9,319		—		(3,291)		6,028
INSPIRE customer relationships																			INSPIRE customer relationships		9,319		(4,689)		4,630		9,319		(4,409)		4,910

RED boat slip rights	RED boat slip rights	3,100		—		(264)		2,836			3,100		—		(225)		2,875		RED boat slip rights		3,100		(419)		2,681		3,100		(380)		2,720
Pure Wellness customer relationships	Pure Wellness customer relationships	175		—		(140)		35			175		—		(131)		44		Pure Wellness customer relationships		175		(175)		—		175		(166)		9
Other		0		—		0		0			47		(37)		(10)		0

		$	314,194	$	—	$	(55,698)	$	258,496		$	314,241	$	(37)	$	(49,322)	$	264,882			$	314,194	$	(80,804)	$	233,390	$	314,194	$	(74,858)	$	239,336

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

Remington trademarks	Remington trademarks	$	4,900	$	—	$	4,900				$	10,400	$	(5,500)	$	4,900			Remington trademarks		$	4,900					$	4,900

JSAV trademarks		1,160		—		1,160					3,641		(2,481)		1,160

RED trademarks	RED trademarks	490		—		490					490		—		490				RED trademarks		490						490
		$	6,550	$	—	$	6,550				$	14,531	$	(7,981)	$	6,550					$	5,390					$	5,390

Amortization expense for definite-lived intangible assets was ~~$6.4~~$5.9 million and ~~$6.8~~$6.4 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. The useful lives of our customer relationships range from 5 to 15 years. Our Remington management contracts, Premier management contracts and boat slip rights intangible assets were assigned useful lives of 22, 30, and 20 years, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

5. Notes Payable, net

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

Indebtedness Borrower Maturity Interest Rate March 31, 2021 December 31, 2020
Term loan (7)
Ashford Inc. March 19, 2024
Base Rate (1) + 2.00% to2.25% or LIBOR (2) (3) +3.00% to 3.25%
$ 28,688 $ 33,688
Note payable (5) (10)
Ashford Inc. February 29, 2028 4.00% 1,927 0
Term loan (5) (8)
JSAV January 1, 2024
Prime Rate (4) + 1.25%
20,000 20,000
Revolving credit facility (5) (8)
JSAV January 1, 2024
Prime Rate (4) + 1.25%
774 1,106
Revolving credit facility (5) (11)
Pure Wellness On demand
Prime Rate (4) + 1.00%
100 100
Term loan (6) (12)
RED October 5, 2025
Prime Rate (4) + 1.75%
545 571
Revolving credit facility (6) (13)
RED August 5, 2021
Prime Rate (4) + 1.75%
247 247
Draw term loan (6) (14)
RED June 5, 2027
Prime Rate (4) + 1.75%
1,355 1,375
Term loan (6) (15)
RED February 1, 2029
Prime Rate (4) + 2.00%
1,565 1,584
Term loan (5) (16)
RED July 17, 2029
6.00% (14)
1,663 1,663
Term loan (5) (17)
RED July 17, 2023 6.50% 798 859
Draw term loan (5) (18)
RED August 5, 2028
Prime Rate (4) + 2.00%
1,900 1,575
Notes payable 59,562 62,768
Capitalized default interest (9)
391 427
Deferred loan costs, net (411) (499)
Notes payable including capitalized default interest and deferred loan costs, net 59,542 62,696
Less current portion (19)
(25,165) (5,347)
Notes payable, net - non-current $ 34,377 $ 57,349


Indebtedness	Borrower	Maturity	Interest Rate	March 31, 2022		December 31, 2021
Term loan (9)	Ashford Inc.	March 19, 2024	Base Rate (1) + 2.00% to 2.25% or LIBOR (2) (3) +3.00% to 3.25%	$	26,589	$	27,271
Note payable (12)	Ashford Inc.	February 29, 2028	4.00%	1,684		1,746
Term loan (5) (7) (10)	INSPIRE	January 1, 2024	Prime Rate (4) + 2.00%	19,400		20,000
Revolving credit facility (5) (7) (10)	INSPIRE	January 1, 2024	Prime Rate (4) + 2.00%	1,304		1,869




Revolving credit facility (5) (13)	Pure Wellness	On demand	Prime Rate (4) + 1.00%	50		100

Revolving credit facility (6) (8) (14)	RED	August 5, 2022	Prime Rate (4) + 1.75%	—		—


Term loan (5) (8) (15)	RED	July 17, 2029	6.00% (15)	1,630		1,641
Term loan (5) (8)	RED	July 17, 2023	6.50%	541		607


Term loan (5) (8) (16)	RED	August 5, 2029	Prime Rate (4) + 2.00%	900		888
Term loan (5) (8)	RED	August 5, 2029	Prime Rate (4) + 2.00%	2,100		2,143
Term loan (6) (8)	RED	August 5, 2029	Prime Rate (4) + 1.75%	3,266		3,357
Draw term loan (5) (8) (17)	RED	March 17, 2032	5.00% (17)	26		—
Draw term loan (5) (8) (17)	RED	March 17, 2032	5.00% (17)	22		—
Total notes payable				57,512		59,622
Capitalized default interest, net (11)				255		290
Deferred loan costs, net				(505)		(518)
Notes payable including capitalized default interest and deferred loan costs, net				57,262		59,394

Less current portion				(6,943)		(6,725)
Total notes payable, net - non-current				$	50,319	$	52,669

__________________

(1) Base Rate, as defined in the term loan agreement, is the greater of (i) the ~~prime rate~~Prime Rate set by Bank of America, or (ii) the 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 ~~0.11%~~0.45% and ~~0.14%~~0.10% at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

(4) Prime Rate was ~~3.25%~~3.50% and 3.25% at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

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

(6) Creditors have recourse to Ashford Inc.

(7) INSPIRE’s revolving credit facility is collateralized primarily by INSPIRE’s receivables, including accounts receivable, due from Ashford Trust and due from Braemar, with a total carrying value of $10.0 million and $5.0 million as of March 31, 2022 and December 31, 2021, respectively. INSPIRE’s term loan is collateralized by substantially all of the assets of INSPIRE.

(8) RED’s loans are collateralized primarily by RED’s marine vessels and associated leases with a carrying value of $13.3 million and $12.5 million as of March 31, 2022 and December 31, 2021, respectively.

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

(9) On March 29, 2021, the Company amended ~~our~~its Term Loan Agreement (the “Term Loan Agreement”) with Bank of America, N.A. (as so amended, the “Seventh Amendment”). The Seventh Amendment (a) increases the required amortization rate from 1.25% to 2.50% each quarter commencing July 1, 2021, (b) requires the Company to maintain a minimum liquidity of $15.0 million at all times, including pro forma for preferred dividends, and (c) restricts dividends and stock repurchases, other than preferred dividends, so long as there is no default under the Term Loan Agreement. Principal payment amounts are subject to maintaining a fixed charge coverage ratio below specified thresholds, which if not met, increase the principal payment due each quarter from 2.50% to 5.0% of the outstanding principal balance. Upon signing the Seventh Amendment, the Company made a $5.0 million prepayment to Bank of America, N.A. as consideration for their execution and delivery of the Seventh Amendment. The Company is also subject to certain financial covenants. See covenant compliance discussion below. The Term Loan Agreement was repaid April 1, 2022. See our discussion in note 17.

~~(8)~~(10) On December 31, 2020, ~~JSAV~~INSPIRE amended ~~their~~its credit agreement dated as of November 1, 2017 (the ~~“JSAV~~“INSPIRE Amendment”). ~~As a result of the JSAV amendment, the credit agreement revised the~~The maximum borrowing capacity ofunder the INSPIRE Amendment for the revolving credit facility ~~from $3.5 million to~~is $3.0 million. ~~The JSAV amendment additionally replaced JSAV’s previous term loan, draw term loan and equipment loans with a $20.0 million senior secured term loan. The JSAV amendment also extended~~As of March 31, 2022, the ~~maturity date of JSAV’s obligations~~amount unused under ~~the~~INSPIRE’s revolving credit facility ~~and term loan~~was $1.7 million. The INSPIRE Amendment provides INSPIRE with an option to ~~January 1, 2024, with the potential for~~elect a ~~further~~ one-year extension ~~at JSAV’s option~~ subject to satisfaction of certain conditions, including a payment of a one-time, permanent principal reduction of the term loan of not less than $2.5 million and other fees as of the date of ~~JSAV’s~~INSPIRE’s election to extend. Pursuant to the ~~JSAV~~INSPIRE Amendment, ~~JSAV’s~~INSPIRE’s obligations to comply with certain financial and other covenants ~~was~~were waived until March 31, 2023.

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~As a result of the JSAV Amendment, amounts~~ Amounts borrowed under the revolving credit facility and the term loan ~~will~~ bear interest at the ~~prime rate~~Prime Rate plus a margin of 1.25%, with the margin increasing by 0.25% beginning on July 1, 2021 and at the beginning of each successive quarter thereafter. JSAV will pay a commitment fee of 1.5% of the term loan in installments, with the possibility that the last $100,000 installment, scheduled to be paid on December 31, 2022, be forgiven if JSAV’s obligations under the JSAV Amendment have been satisfied in full in advance of that date. The ~~JSAV~~INSPIRE Amendment suspended payments of principal under the term loan through December 2021. Commencing January 1, 2022, ~~JSAV will be~~INSPIRE is required to make monthly payments under the term loan of $200,000 through June 2022, $250,000 through December 2022 and $300,000 thereafter. ~~In connection with the credit agreement dated as~~The INSPIRE amendment requires INSPIRE to maintain an operating reserve account of ~~November 1, 2017, JSAV entered into~~$1.0 million. INSPIRE holds an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair value of the interest rate cap at March 31, ~~2021~~2022 and December 31, ~~2020,~~2021 was not material.

~~(9)~~(11) ~~On December 31, 2020, the Company determined the JSAV~~The INSPIRE Amendment was considered a troubled debt restructuring due to terms that allowed for deferred interest and the forgiveness of default interest and late charges. NaN gain or loss was recognized during the year ended December 31, 2020, as the carrying amount of the original loan was not greater than the undiscounted cash flows of the modified loans. Additionally, asAs a result of the troubled debt restructuring, $427,000 of accrued default interest and late charges were capitalized into the ~~JSAV~~INSPIRE term loan balance ~~at December 31, 2020,~~upon commencement and are amortized over the remaining term of the loan using the effective interest method.

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

~~(11)~~ ~~On April 6, 2017, Pure Wellness entered into a $100,000 line of credit. On July 20, 2020, Pure Wellness increased the line of credit to $250,000.~~

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

(13) ~~On August 5, 2020, RED renewed its $250,000~~As of March 31, 2022, the amount unused under Pure Wellness’s revolving credit ~~facility.~~facility was $200,000.

(14) ~~On February 27, 2019, RED entered into a draw term loan in~~As of March 31, 2022, the amount ~~of $1.4 million.~~unused under RED’s revolving credit facility was $250,000.

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

~~(16)~~ ~~On July 18, 2019, in connection with the acquisition of Sebago, RED entered into a term loan of $1.7 million.~~ The interest rate for the term loan is 6.0% for the first five years. After five years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0%.

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

(17) On ~~July 18, 2019,~~March 17, 2022, in connection with the ~~acquisition~~purchase and construction of ~~Sebago,~~marine vessels, RED entered into a2 closed-end non-revolving line of credit loans of $1.5 million each which convert to term loans once fully drawn. Each loan bears an interest rate of ~~$1.1 million.~~

~~(18)~~ ~~On March 24, 2020, RED entered into a draw term loan~~5.0% for the first three years. After three years, the interest rate is equal to the Prime Rate plus 0.5% with a ~~maximum aggregate principal amount~~floor of ~~$1.9 million. The draw term loan requires payment of interest only until March 5, 2021.~~

~~(19)~~ ~~The current portion of “notes payable, net” primarily consists of JSAV’s outstanding term loan and revolving credit facility which was classified as current.~~5.0%. As a result of the impact of COVID-19, JSAV is reliant on Ashford Inc. to make contributions to cover JSAV’s projected operating shortfall and amortization and interest payments on its outstanding debt within one year of the issuance of the financial statements. All such contributions are subject to the discretion of Ashford Inc. As such, all of JSAV’s outstanding debt balance has been classified as a current liability within our condensed consolidated balance sheet as of March 31, ~~2021. The current portion~~2022, the amount unused under RED’s non-revolving line of ~~“notes payable, net” also includes $2.8~~credit loans were $1.5 million ~~related to our Term Loan with Bank of America, N.A. which includes an expected increase in our quarterly principal payment from $700,000 to $1.4~~and $1.5 million, ~~for the third quarter of 2021 pursuant to our Term Loan Agreement’s fixed charge coverage ratio requirement, as discussed above.~~respectively.

2523

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

6. Accounts Payable and Accrued Expenses

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


	March 31, 2022		December 31, 2021

Accounts payable	$	12,956	$	11,682
Accrued payroll expense	10,000		23,648
Accrued vacation expense	3,669		3,427
Accrued interest	325		259
Other accrued expenses	293		881

Total accounts payable and accrued expenses	$	27,243	$	39,897

7. Fair Value Measurements

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

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

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

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

Table of Contents

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			Quoted Market Prices (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Total
March 31, 2021
March 31, 2022												March 31, 2022
Assets	Assets											Assets

Restricted Investment:	Restricted Investment:											Restricted Investment:
Ashford Trust common stock	Ashford Trust common stock	$	511	(1)	$	0		$	0	$	511	Ashford Trust common stock	$	131	(1)	$	—		$	—	$	131
Braemar common stock	Braemar common stock	561		(1)	0			0		561		Braemar common stock	370		(1)	—			—		370
Total	Total	$	1,072		$	0		$	0	$	1,072	Total	$	501		$	—		$	—	$	501
Liabilities	Liabilities											Liabilities

Subsidiary compensation plan	Subsidiary compensation plan	$	0		$	(137)	(1)	$	0	$	(137)	Subsidiary compensation plan	$	—		$	(6)	(1)	$	—	$	(6)
Deferred compensation plan	Deferred compensation plan	(1,757)			0			0		(1,757)		Deferred compensation plan	(3,437)			—			—		(3,437)

Total	Total	$	(1,757)		$	(137)		$	0	$	(1,894)	Total	$	(3,437)		$	(6)		$	—	$	(3,443)
Net	Net	$	(685)		$	(137)		$	0	$	(822)	Net	$	(2,936)		$	(6)		$	—	$	(2,942)

__________________

(1) The ~~assets acquired in our acquisition of Remington Lodging included~~restricted investment includes shares of common stock of Ashford Trust and Braemar purchased by Remington ~~Lodging~~ on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through March 31, 2022, which are exercisable upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment.


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










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





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


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

__________________

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

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Quoted Market Prices (Level 1) Significant Other
Observable Inputs (Level 2) Significant Unobservable Inputs
(Level 3) Total
December 31, 2020
Assets
Restricted Investment:
Ashford Trust common stock $ 88 (2) $ 0 $ 0 $ 88
Braemar common stock 202 (2) 0 0 202
Total $ 290 $ 0 $ 0 $ 290
Liabilities
Contingent consideration $ (1,735) (1) $ 0 $ 0 $ (1,735)
Subsidiary compensation plan 0 (89) (2) 0 (89)
Deferred compensation plan (1,707) 0 0 (1,707)
Total $ (3,442) $ (89) $ 0 $ (3,531)
Net $ (3,152) $ (89) $ 0 $ (3,241)

~~__________________~~

~~(1)~~ Represents the fair value of the contingent consideration liability of $1.7 million related to the stock consideration collar associated with JSAV’s acquisition of BAV. The contingent consideration liabilities are reported as “other current liabilities” in our condensed consolidated balance sheets. See note 1.

~~(2)~~ The assets acquired in our acquisition of Remington Lodging included shares of common stock of Ashford Trust and Braemar purchased by Remington Lodging on the open market and held for the purpose of providing compensation to certain employees. The compensation agreement liability is based on ratably accrued vested shares through December 31, 2020, which are exercisable upon vesting. The liability is the total accrued vested shares multiplied by the fair value of the quoted market price of the underlying investment.

~~Assets Measured at Fair Value on a Non-recurring Basis~~

Our non-financial assets, such as goodwill, indefinite-lived intangible assets and long-lived assets are adjusted to fair value when an impairment charge is recognized. Such fair value measurements are based predominately on Level 3 inputs.

~~Goodwill~~

During the first quarter of 2020, as a result of our reduced cash flow projections and the significant decline in our market capitalization as a result of the COVID-19 pandemic, we recognized goodwill impairment charges of $170.6 million, of which $121.0 million related to our Remington segment, and $49.5 million related to our Premier segment. We engaged a third-party valuation expert to assist us in performing an interim quantitative assessment in which we compared the fair value of the reporting units to their carrying value. The fair value estimates for all reporting units were based on a blended analysis of the present value of future cash flows and the market value approach, Level 3 inputs. The significant estimates used in the discounted cash flows model included our weighted average cost of capital, projected cash flows and the long-term rate of growth. Our cash flow assumptions were based on the actual historical performance of the reporting unit and took into account the recent severe and continued weakening of operating results as well as the anticipated rate of recovery due to the COVID-19 pandemic. The projected cash flows were based on management’s expectation of the timing of recovery from the economic downturn under various scenarios. The significant estimates used in the market approach model included identifying public companies engaged in businesses that are considered comparable to those of the reporting unit and assessing comparable revenue and earnings multiples in estimating the fair value of the reporting unit. The excess of the reporting unit's carrying value over our estimate of the fair value was recorded as the goodwill impairment charge in the first quarter of 2020.

As of March 31, 2021, our Remington segment had $54.6 million goodwill remaining and our Premier and JSAV segments had 0 goodwill remaining. NaN impairment charges or any other adjustments related to goodwill were recorded for the three months ended March 31, 2021 Changes in circumstances due to the potential long-term economic impact and near-term financial impacts of the COVID-19 pandemic could result in additional impairment losses of all or a portion of our remaining goodwill and intangible asset balances. We will continue to monitor and evaluate our results and evaluate the likelihood of any potential impairment charges at our reporting units.

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~Indefinite-Lived Intangible Assets~~

As a result of the negative impact of the COVID-19 pandemic on our business, we concluded that sufficient indicators existed to require us to perform an interim quantitative assessment of intangible assets as of March 31, 2020. During the first quarter of 2020, we engaged a third-party valuation expert to assist in determining the fair value of our indefinite-lived trademarks. We recognized intangible asset impairment charges of $7.6 million related to trademarks within our Remington and JSAV segments which resulted from changes in estimated future revenues based on a valuation using the relief-from-royalty method, which includes unobservable inputs including royalty rates and projected revenues. NaN impairment charges related to intangible assets were recorded for the three months ended March 31, 2021.

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

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


			Gain (Loss) Recognized							Gain (Loss) Recognized
		Three Months Ended March 31,						Three Months Ended March 31,
			2021				2020				2022			2021
Assets	Assets

Restricted investment: (1)
Unrealized gain (loss) on investment: (1)									Unrealized gain (loss) on investment: (1)
Ashford Trust common stock									Ashford Trust common stock			$	110		$	—
Braemar common stock									Braemar common stock			57			—
Realized gain (loss) on investment: (2)									Realized gain (loss) on investment: (2)
Ashford Trust common stock	Ashford Trust common stock		$	(175)	$	(214)			Ashford Trust common stock			(94)			(175)
Braemar common stock	Braemar common stock		(19)		(161)				Braemar common stock			23			(19)

Goodwill			0		(170,572)
Intangible assets, net			0		(7,641)

Total	Total		$	(194)	$	(178,588)			Total			$	96		$	(194)
Liabilities	Liabilities								Liabilities

Contingent consideration (2)			$	(23)	$	(463)
Subsidiary compensation plan (3)			118		202
Deferred compensation plan (3)			(58)		3,577
Contingent consideration (3)									Contingent consideration (3)			$	—		$	(23)
Subsidiary compensation plan (4)									Subsidiary compensation plan (4)			(47)			118
Deferred compensation plan (4)									Deferred compensation plan (4)			(111)			(58)
Total	Total		$	37	$	3,316			Total			$	(158)		$	37
Net	Net		$	(157)	$	(175,272)			Net			$	(62)		$	(157)

__________________

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

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

~~(2)~~(3) Represents the changes in fair value of the contingent consideration liabilities related to the level of achievement of certain performance targets and stock consideration collars associated with the acquisition of ~~BAV.~~BAV Services Inc. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations.

~~(3)~~(4) Reported as a component of “salaries and benefits” in our condensed consolidated statements of operations.

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

Restricted Investment

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~


		Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
March 31, 2021
March 31, 2022										March 31, 2022
Equity securities (1)	Equity securities (1)	$	1,738	$	0	$	(666)	$	1,072	Equity securities (1)	$	825	$	—	$	(324)	$	501

__________________

(1) ~~Distribution~~Distributions of ~~$291,000~~$359,000 of available-for-sale securities occurred in the three months ended March 31, ~~2021. Unrealized gains and losses associated with available-for-sale securities are included within “accumulated other comprehensive income” in our condensed consolidated balance sheets.~~2022.


		Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value			Historical Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
December 31, 2020
December 31, 2021										December 31, 2021
Equity securities (1)	Equity securities (1)	$	1,169	$	0	$	(879)	$	290	Equity securities (1)	$	1,068	$	—	$	(492)	$	576

__________________

(1) ~~Distribution~~Distributions of ~~$195,000~~$855,000 of available-for-sale securities ~~had~~ occurred as of December 31, ~~2020. Unrealized losses associated with available-for-sale securities are included within “accumulated other comprehensive income” in our condensed consolidated balance sheets.~~2021.

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

7.8. Summary of Fair Value of Financial Instruments

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


		March 31, 2021				December 31, 2020					March 31, 2022				December 31, 2021
		Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value			Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets measured at fair value:	Financial assets measured at fair value:									Financial assets measured at fair value:
Restricted investment	Restricted investment	$	1,072	$	1,072	$	290	$	290	Restricted investment	$	501	$	501	$	576	$	576
Financial liabilities measured at fair value:	Financial liabilities measured at fair value:									Financial liabilities measured at fair value:

Deferred compensation plan	Deferred compensation plan	$	1,757	$	1,757	$	1,707	$	1,707	Deferred compensation plan	$	3,437	$	3,437	$	3,326	$	3,326

Contingent consideration		0		0		1,735		1,735

Financial assets not measured at fair value:	Financial assets not measured at fair value:									Financial assets not measured at fair value:
Cash and cash equivalents	Cash and cash equivalents	$	34,020	$	34,020	$	45,270	$	45,270	Cash and cash equivalents	$	29,827	$	29,827	$	37,571	$	37,571
Restricted cash	Restricted cash	34,988		34,988		37,396		37,396		Restricted cash	33,724		33,724		34,878		34,878
Accounts receivable, net	Accounts receivable, net	3,982		3,982		3,458		3,458		Accounts receivable, net	12,160		12,160		7,622		7,622
Note receivable		2,881		2,881		0		0
Notes receivable										Notes receivable	1,500		1,500		2,880		2,880
Due from affiliates	Due from affiliates	173		173		353		353		Due from affiliates	289		289		165		165
Due from Ashford Trust	Due from Ashford Trust	1,982		1,982		13,198		13,198		Due from Ashford Trust	3,592		3,592		2,575		2,575
Due from Braemar	Due from Braemar	1,768		1,768		2,142		2,142		Due from Braemar	2,939		2,939		1,144		1,144
Investments in unconsolidated entities	Investments in unconsolidated entities	3,519		3,519		3,687		3,687		Investments in unconsolidated entities	4,171		4,171		3,581		3,581
Financial liabilities not measured at fair value:	Financial liabilities not measured at fair value:									Financial liabilities not measured at fair value:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	26,145	$	26,145	$	40,378	$	40,378	Accounts payable and accrued expenses	$	27,243	$	27,243	$	39,897	$	39,897
Dividends payable	Dividends payable	24,886		24,886		16,280		16,280		Dividends payable	43,947		43,947		34,574		34,574
Due to affiliates	Due to affiliates	82		82		1,471		1,471		Due to affiliates	21		21		—		—

Other liabilities	Other liabilities	27,039		27,039		28,170		28,170		Other liabilities	28,710		28,710		25,899		25,899
Notes payable	Notes payable	59,562		56,584 to 62,540		62,768		59,629 to 65,906		Notes payable	57,512		54,636 to 60,388		59,622		56,641 to 62,603

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

~~Contingent consideration.~~ The liability associated with JSAV’s acquisition of BAV was carried at fair value based on the terms of the acquisition agreements and any changes to fair value are recorded in “other” operating expenses in our condensed consolidated statements of operations. This is considered a Level 1 valuation technique. See note 6.

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

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

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

8.9. Commitments and Contingencies

Purchase Commitment—As of March 31, ~~2021,~~2022, we had approximately $11.4 million of remaining purchase commitments related to our Ashford Trust ERFP Agreement which, under the Extension Agreement with Ashford Trust, must be fulfilled by December 31, 2022. See note 14 for further discussion of our ERFP Agreement with Ashford Trust.

Litigation—~~In June 2020, each of the Company, Braemar, Ashford Trust, and Lismore,~~On December 20, 2016, a subsidiary of the Company (collectively with the Company, Braemar, Ashford Trust and Lismore, the “Ashford Companies”), received an administrative subpoena from the SEC. The Company’s administrative subpoena requires the production of documents and other information since January 1, 2018 relating to, among other things, (i) related party transactions among the Ashford Companies (including the Ashford Trust Agreement and the Braemar Agreement pursuant to which each of Ashford Trust and Braemar engaged Lismore to negotiate the refinancing, modification or forbearance of certain mortgage debt) or between any of the Ashford Companies and any officer, director or owner of the Ashford Companies or any entity controlled by any such person, and (ii) the Company’s accounting policies, procedures and internal controls related to such related party transactions. In addition, in October 2020, Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, received an administrative subpoena from the SEC requesting testimony and the production of documents and other information substantially similar to the requests in the subpoenas received by the Ashford Companies. The Company and Mr. Monty J. Bennett are responding to the administrative subpoenas.

A class action lawsuit ~~has been~~was filed against one of the Company’s subsidiaries in The Superior Court of the State of California in and for the County of Contra Costa alleging violations of certain California employment laws. The court has entered an order granting class certification with respect to: (i) a statewide class of non-exempt employees who were allegedly deprived of rest breaks as a result of the subsidiary’s previous written policy requiring employees to stay on premises during rest breaks; and (ii) a derivative class of non-exempt former employees who were not paid for allegedly missed breaks upon separation from employment. Notices to potential class members were sent out on February 2, 2021. Potential class members had until April 4, 2021 to opt out of the class, however, the total number of employees in the class has not been definitively determined and is the subject of continuing discovery. While we believe it is reasonably possible that we may incur a loss associated with this litigation, because there remains uncertainty under California law with respect to a significant legal issue, discovery relating to class members continues, and the trial judge retains discretion to award lower penalties than set forth in the applicable California employment laws, we do not believe that any potential loss to the Company is reasonably estimable at this time. As of March 31, ~~2021, 0~~2022, no amounts have been accrued.

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

9.10. Equity (Deficit)

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
(Income) loss allocated to noncontrolling interests:	(Income) loss allocated to noncontrolling interests:							(Income) loss allocated to noncontrolling interests:

OpenKey	OpenKey		203		119			OpenKey	$	226	$	203
RED	RED		(97)		(10)			RED	—		(97)
Pure Wellness	Pure Wellness		(11)		35			Pure Wellness	34		(11)
Other			0		16

Total net (income) loss allocated to noncontrolling interests	Total net (income) loss allocated to noncontrolling interests		$	95	$	160		Total net (income) loss allocated to noncontrolling interests	$	260	$	95

~~10.~~11. Mezzanine Equity

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

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


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
Net (income) loss allocated to redeemable noncontrolling interests:	Net (income) loss allocated to redeemable noncontrolling interests:							Net (income) loss allocated to redeemable noncontrolling interests:
Ashford Holdings	Ashford Holdings		$	24	$	336		Ashford Holdings	$	9	$	24
JSAV			0		(19)

OpenKey	OpenKey		152		123			OpenKey	—		152

Total net (income) loss allocated to redeemable noncontrolling interests	Total net (income) loss allocated to redeemable noncontrolling interests		$	176	$	440		Total net (income) loss allocated to redeemable noncontrolling interests	$	9	$	176

Convertible Preferred Stock—Our convertible preferred stock is included in the mezzanine section of our condensed consolidated balance sheets as the ownership interests are redeemable for cash or registered shares outside of the Company’s control.

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

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

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~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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

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

Under the applicable authoritative accounting guidance, the increasing dividend rate feature of the Series D Convertible Preferred Stock results in a discount that must be reflected in the fair value of the preferred stock, which was reflected in “Series D Convertible Preferred Stock, net of discount” on our condensed consolidated balance sheets. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, we recorded ~~$316,000~~$0 and ~~$810,000,~~$316,000, respectively, of amortization related to preferred stock discounts.

~~On March 25, 2021, the~~The Company declared dividends which were due with respect to its Series D Convertible Preferred Stock of $8.4 million for each of the first and third quarters of 2021 which were paid on April 15, 2021 and October 15, 2021, respectively. On March 9, 2022, the Company declared a dividend of $8.7 million with respect to its Series D Convertible Preferred Stock for the first quarter of ~~2021.~~2022. The ~~declared $8.4 million~~Company did not declare dividends with respect to its Series D Convertible Preferred Stock for the second and fourth quarters of ~~dividends were paid on April 15,~~2020 and the second and fourth quarters of 2021. As of March 31, ~~2021,~~2022, the Company had aggregate undeclared preferred stock dividends of approximately ~~$16.5~~$35.2 million, which relates to the second and fourth quarters of ~~2020.~~2020 and the second and fourth quarters of 2021. All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our ~~condensed~~ consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid dividends, declared and undeclared, totaling ~~$24.9~~$43.9 million and $34.6 million at March 31, 2022 and December 31, 2021, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends ~~payable”.~~payable.” See note 17.

Declared convertible preferred stock cumulative dividends for all issued and outstanding shares were as follows (in thousands, except per share amounts):


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021

Preferred dividends - declared	Preferred dividends - declared		$	8,353	$	3,938		Preferred dividends - declared	$	8,700	$	8,353
Preferred dividends per share - declared	Preferred dividends per share - declared		$	0.4369	$	0.2060		Preferred dividends per share - declared	$	0.4550	$	0.4369

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


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021

Aggregate preferred dividends - undeclared	Aggregate preferred dividends - undeclared	$	16,533	$	16,280	Aggregate preferred dividends - undeclared	$	35,248	$	34,574

Aggregate preferred dividends - undeclared per share	Aggregate preferred dividends - undeclared per share	$	0.8647	$	0.8515	Aggregate preferred dividends - undeclared per share	$	1.8435	$	1.8083

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

~~11.~~12. Equity-Based Compensation

Equity-based compensation expense is primarily recorded in “salaries and benefits expense” and REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” in our condensed consolidated statements of operations. The components of equity-based compensation expense for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 are presented below by award type (in thousands):


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
Equity-based compensation	Equity-based compensation							Equity-based compensation
Stock option amortization (1)			$	1,006	$	2,089
Class 2 LTIP Units and stock option amortization (1)								Class 2 LTIP Units and stock option amortization (1)	$	354	$	1,006
Employee equity grant expense (2)	Employee equity grant expense (2)		232		105			Employee equity grant expense (2)	341		232
Director and other non-employee equity grants expense (3)	Director and other non-employee equity grants expense (3)		125		(145)			Director and other non-employee equity grants expense (3)	54		125

Total equity-based compensation	Total equity-based compensation		$	1,363	$	2,049		Total equity-based compensation	$	749	$	1,363

Other equity-based compensation	Other equity-based compensation							Other equity-based compensation
REIT equity-based compensation (4)	REIT equity-based compensation (4)		$	3,337	$	6,891		REIT equity-based compensation (4)	$	4,329	$	3,337
			$	4,700	$	8,940			$	5,078	$	4,700

________

(1) As of March 31, ~~2021,~~2022, the Company had approximately ~~$2.0 million~~$384,000 of total unrecognized compensation expense related to ~~stock options~~Class 2 Long-Term Incentive Partnership Units (the “Class 2 LTIP Units”) that will be recognized over a weighted average period of ~~0.9~~3.0 years.

(2) As of March 31, ~~2021,~~2022, the Company had approximately ~~$2.9~~$3.8 million of total unrecognized compensation expense related to restricted shares and LTIP units that will be recognized over a weighted average period of ~~2.4~~2.1 years. ~~See note 1.~~In March 2022, approximately 39,000 Long-Term Incentive Plan units (the “LTIP units”) with a fair value of approximately $627,000 were issued to one of our executive officers as compensation. The LTIP units have a vesting period of three years. Each LTIP unit once vested can be converted by the holder into 1 common limited partnership unit of Ashford Holdings which can then be redeemed for cash or, at our election, settled in our common stock.

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

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

~~12.~~13. Deferred Compensation Plan

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
Change in fair value	Change in fair value							Change in fair value
Unrealized gain (loss)	Unrealized gain (loss)		$	(58)	$	3,577		Unrealized gain (loss)	$	(94)	$	(58)

Distributions	Distributions							Distributions
Fair value (1)	Fair value (1)		$	7	$	2		Fair value (1)	$	—	$	7
Shares (1)	Shares (1)		1		0			Shares (1)	—		1

________

(1) Distributions made to one participant.

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the carrying value of the DCP liability was ~~$1.8~~$3.4 million and ~~$1.7~~$3.3 million, respectively.

~~13.~~14. Related Party Transactions

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

Ashford Trust—We are a party to ~~an amended and restated advisory agreement, as amended, with Ashford Trust and Ashford Trust OP. On January 14, 2021, the Company entered into~~ the Second Amended and Restated Advisory Agreement with Ashford Trust. ~~The~~See note 3 for a description of the Second Amended and Restated Advisory Agreement amends and restates the terms of the Amended and Restated Advisory Agreement, dated June 10, 2015, as amended by the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated as of June 26, 2018 to, among other items (i) revise the term and termination rights; (ii) fix the percentage used to calculate the base fee thereunder at 0.70% per annum; (iii) update the list of peer group members; (iv) suspend the requirement that the Company maintain a minimum Consolidated Tangible Net Worth until the first fiscal quarter beginning after June 30, 2023; and (v) revise the criteria that would constitute a Company Change of Control in order to provide the Company additional flexibility to dispose of underperforming assets negatively impacted by COVID-19. In connection with the transactions contemplated by the Credit Agreement, dated as of January 15, 2021 (the “Credit Agreement”), by and among Ashford Trust, Oaktree and the lenders party thereto, on January 15, 2021, the Company entered into the SNDA with Ashford Trust and Oaktree pursuant to which the Company agreed to subordinate to the prior repayment in full of all obligations under the Credit Agreement, (1) prior to the later of (i) the second anniversary of the Credit Agreement and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019, (the “Advisory Fee Cap”) (2) any termination fee or liquidated damages amounts under the advisory agreement, or any amount owed under any enhanced return funding program in connection with the termination of the advisory agreement or sale or foreclosure of assets financed thereunder, and (3) any payments to Lismore in connection with the transactions contemplated by the Credit Agreement. ~~See note 3 for discussion of the advisory services revenue recognition policy.~~

Premier is party to a master project management agreement with Ashford Trust OP and Ashford Trust TRS, ~~Corporation,~~ a subsidiary of Ashford Trust OP, and certain of its affiliates ~~(collectively, “Ashford Trust TRS”)~~ to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Ashford Trust and Ashford Trust OP. On March 20, 2020, we amended the master project management agreement to provide that Premier’s fees shall be paid by Ashford Trust to Premier upon the completion of any work provided by third party vendors to Ashford Trust.

Remington is party to ~~the~~a master hotel management agreement with Ashford Trust ~~Master Hotel Management Agreement with Ashford Trust.~~and certain of its affiliates to provide hotel management services. Ashford Trust pays the Company a monthly hotel management fee equal to the greater of ~~$14,000~~$15,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met, and other general and administrative expense reimbursements. ~~Under the original terms of the~~ Ashford Trust Master Hotel Management Agreement, Ashford Trust paid us on the fifth day of each month for the base fees in the preceding month. On March 13, 2020, Ashford Trust entered into the Ashford Trust Hotel Management Letter Agreement with the Company. In order to allow the Company to better manage our corporate working capital and to ensure the continued

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

~~efficient operation of the Ashford Trust hotels managed by Remington, Ashford Trust agreed to pay~~pays the base fee and ~~to reimburse~~reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding ~~week, rather than on a monthly basis. The Ashford Trust Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by Ashford Trust.~~

On March 20, 2020, Lismore, a wholly owned subsidiary of the Company, entered into the Ashford Trust Agreement. Pursuant to the Ashford Trust Agreement, Lismore shall, during the term of the agreement (which commenced on March 20, 2020 and shall end on the date that is twelve months following the commencement date, or upon it being terminated by Ashford Trust on not less than thirty days written notice) negotiate the refinancing, modification or forbearance of the existing mortgage debt on Ashford Trust’s hotels. For the purposes of the Ashford Trust Agreement, financing shall include, without limitation, senior or subordinate loan financing, provided in any single transaction or a combination of transactions, including, mortgage loan financing, mezzanine loan financing, or subordinate loan financing encumbering the applicable hotel or unsecured loan financing.week.

On July 1, 2020, Lismore and Ashford Trust amended and restated the Ashford Trust Agreement with an effective date of April 6, ~~2020. Pursuant~~2020 to negotiate the ~~amended and restated agreement, the term~~refinancing, modification or forbearance of the ~~agreement was extended to 24 months following the commencement date. In connection with the services to be provided by Lismore under the amended~~existing mortgage and ~~restated agreement, Lismore received a fee of $2.6 million in 3 equal installments of $857,000 per month beginning July 20, 2020, and ending~~mezzanine debt on ~~September 20, 2020. Lismore is also entitled to receive a fee that is calculated and payable as follows: (i) a fee equal to 25 basis points (0.25%~~Ashford Trust’s hotels (the “Ashford Trust Agreement”) ~~of the amount of a loan, payable upon the acceptance by the applicable lender of any forbearance or extension of such loan, or in the case where a third-party agent or contractor engaged by~~. The Ashford Trust has secured an extension of the maturity date equal to or greater than 12 months of any such loan, then the amount payable to Lismore shall be reduced to 10 basis points (0.10%); (ii) a fee equal to 75 basis points (0.75%) of the amount of any principal reduction of a loan upon the acceptance by any lender of any principal reduction of such loan; and (iii) a fee equal to 150 basis points (1.50%) of the implied conversion value (but in any case, no less than 50% of the face value of such loan or loans) of a loan upon the acceptance by any lender of any debt to equity conversion of such loan.

At the time of amendment, Lismore had been paid approximately $8.3 million, in the aggregate, pursuant to the original agreement. Under the amended and restated agreement, Ashford Trust is still entitled, in the event that Ashford Trust does not complete, for any reason, extensions or forbearances during the term of the agreement equal to or greater than approximately $4.1 billion, to offset, against any fees Ashford Trust or its affiliates owe pursuant to the advisory agreement, a portion of the fee previously paid by Ashford Trust to Lismore equal to the product of (x) approximately $4.1 billion minus the amount of extensions or forbearances completed during the term of the agreement multiplied by (y) 0.125%.Agreement terminated effective April 6, 2022. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company recognized revenue of $2.3 million and $3.4 million, ~~and $0. As of March 31, 2021 and December 30, 2020, the Company recorded $9.3 million and $7.3 million, respectively, as deferred income of which $662,000 is subject to claw back.~~respectively. The three month period ended March 31, 2021 includes a $1.1 million cumulative catch-up adjustment to revenue which was previously considered constrained. As of March 31, 2022 and December 31, 2021, the Company recorded $0 and $2.4 million, respectively, as deferred income. The deferred income related to the various Lismore fees described above ~~will be~~was recognized over the 24 month term of the agreement on a straight line basis as the service iswas rendered, only to the extent it iswas probable that a significant reversal of revenue ~~will~~would not occur. Constraints relating to variable consideration ~~are~~were resolved generally upon the closing of a transaction or financing event and the resulting change in the transaction price ~~will be~~was adjusted on a cumulative catch-up basis in the period a transaction or financing event ~~closes.~~closed. See the table below for details of the revenue recognized by the Company and note 3 for additional discussion of the related deferred income.

On January 4, 2021, the independent members of the Board agreed to: (i) defer Ashford Trust’s payment of the base advisory fees that were previously deferred for the months of October 2020, November 2020 and December 2020; (ii) defer approximately $2.8 million in base advisory fees with respect to the month of January 2021; (iii) defer Ashford Trust’s payment of Lismore success fees that were previously deferred for the months of October 2020, November 2020 and December 2020; (iv) defer payment of Ashford Trust’s Lismore success fees for the month of January 2021. As a result, the foregoing payments became due on January 11, 2021. Additionally, the independent members of the board of directors of Ashford Inc. waived any claim against Ashford Trust and Ashford Trust’s affiliates and each of their officers and directors for breach of the advisory agreement and Ashford Trust Agreement or any damages that may have arisen in absence of such fee deferrals.

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~~(unaudited)~~

On January 11, 2021, the independent members of the Board provided Ashford Trust an additional deferral of the base advisory fees and any Lismore success fees for the months of October 2020, November 2020, December 2020 and January 2021 that were previously deferred such that all such fees would be due and payable on the earlier of (x) January 18, 2021 and (y) immediately prior to the closing of Credit Agreement between Ashford Trust and Oaktree. Additionally, the Board waived any claim against Ashford Trust and Ashford Trust’s affiliates and each of their officers and directors for breach of the advisory agreement and Ashford Trust Agreement or any damages that may have arisen in absence of such fee deferral. In accordance with the terms of the previously disclosed deferrals, Ashford Trust paid the Company $14.4 million on January 15, 2021.

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


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
REVENUES BY TYPE	REVENUES BY TYPE							REVENUES BY TYPE
Advisory services revenue:
Base advisory fee (1)			$	7,254	$	8,917
Advisory services fees:								Advisory services fees:
Base advisory fees (1)								Base advisory fees (1)	$	8,735	$	7,254

Hotel management:
Hotel management fees:								Hotel management fees:
Base management fees	Base management fees		3,377		5,693			Base management fees	5,002		3,377
Incentive management fees	Incentive management fees		536		0			Incentive management fees	783		536
Total hotel management revenue (2)			3,913		5,693
Total hotel management fees revenue (2)								Total hotel management fees revenue (2)	5,785		3,913

Project management revenue (3)			403		3,082
Audio visual revenue (4)			0		0
Design and construction fees revenue (3)								Design and construction fees revenue (3)	2,472		403

Other revenue	Other revenue							Other revenue

Watersports, ferry and excursion services (5)								Watersports, ferry and excursion services (5)	43		—
Debt placement and related fees ~~(5)~~(6)	Debt placement and related fees ~~(5)~~(6)		3,435		128			Debt placement and related fees ~~(5)~~(6)	2,293		3,435

Claims management services ~~(6)~~(7)	Claims management services ~~(6)~~(7)		16		19			Claims management services ~~(6)~~(7)	14		16

Other services ~~(7)~~(8)	Other services ~~(7)~~(8)		359		450			Other services ~~(7)~~(8)	348		359
Total other revenue	Total other revenue		3,810		597			Total other revenue	2,698		3,810

Cost reimbursement revenue	Cost reimbursement revenue		27,375		68,073			Cost reimbursement revenue	58,306		25,988

Total revenues	Total revenues		$	42,755	$	86,362		Total revenues	$	77,996	$	41,368

REVENUES BY SEGMENT ~~(8)~~(9)	REVENUES BY SEGMENT ~~(8)~~(9)							REVENUES BY SEGMENT ~~(8)~~(9)
REIT advisory	REIT advisory		$	10,554	$	15,608		REIT advisory	$	13,006	$	10,554
Remington	Remington		27,759		65,535			Remington	58,129		26,372
Premier	Premier		648		3,942			Premier	3,606		648

INSPIRE								INSPIRE	38		—
RED								RED	43		—
OpenKey	OpenKey		30		99			OpenKey	34		30
Corporate and other	Corporate and other		3,764		1,178			Corporate and other	3,140		3,764
Total revenues	Total revenues		$	42,755	$	86,362		Total revenues	$	77,996	$	41,368

COST OF REVENUES	COST OF REVENUES							COST OF REVENUES
Cost of audio visual revenues (4)			$	136	$	2,011
Cost of revenues for audio visual (4)								Cost of revenues for audio visual (4)	$	1,448	$	136

SUPPLEMENTAL REVENUE INFORMATION	SUPPLEMENTAL REVENUE INFORMATION							SUPPLEMENTAL REVENUE INFORMATION
Audio visual revenue from guests at REIT properties (4)	Audio visual revenue from guests at REIT properties (4)		$	303	$	4,597		Audio visual revenue from guests at REIT properties (4)	$	3,350	$	303

________

(1) Advisory fees earned from Ashford Trust during the ~~three months ended March 31,~~ 2021 quarter excluded $1.5 million of advisory fees that were ~~constrained and~~ deferred as a result of the $29.0 million annual Advisory Fee Cap. ~~The deferred fees are included in deferred revenue in our condensed consolidated balance sheet.~~ See note 3 for discussion of the advisory services revenue recognition policy.

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

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~~(unaudited)~~

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

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

(5) ~~Debt placement~~Watersports, ferry and ~~related fees are~~excursion services revenue includes revenue that is earned by ~~Lismore~~RED for providing ~~debt placement, modification, forbearance and refinancing services.~~

~~(6)~~ ~~Claims management~~ services ~~include revenue earned from providing insurance claim assessment and administration services.~~

~~(7)~~ ~~Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided~~directly to Ashford Trust ~~by our consolidated subsidiaries, OpenKey and Pure Wellness.~~

~~(8)~~ ~~See note 15 for discussion of segment reporting.~~

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

Premier is party to a master project management agreement with Braemar OP and Braemar TRS Yountville LLC, a limited liability company existing under the laws of the state of Delaware and wholly-owned subsidiary of Braemar OP (“Braemar TRS”) to provide comprehensive and cost-effective design, development, architectural, and project management services and a related mutual exclusivity agreement with Braemar and Braemar OP. On March 20, 2020, we amended the project management agreement to provide that Premier’s fees shall be paid by Braemar to Premier upon the completion of any work provided by third party vendors to Braemar.

Remington is party to the Braemar Master Hotel Management Agreement with Braemar. Braemar pays the Company a monthly hotel management fee equal to the greater of $14,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met and other general and administrative expense reimbursements. Under the original terms of the Braemar master hotel management agreement, Braemar paid us on the fifth day of each month for the base fees in the preceding month. On March 13, 2020, Braemar entered into the Braemar Hotel Management Letter Agreement with the Company. In order to allow the Company to better manage its corporate working capital and to ensure the continued efficient operation of the Braemar hotels managed by Remington, Braemar agreed to pay the base fee and to reimburse all expenses for Remington-managed hotels on a weekly basis for the preceding week, rather than ~~on a monthly basis. The Braemar Hotel Management Letter Agreement went into effect on March 13, 2020 and will continue until terminated by Braemar.~~

~~On March 20, 2020, Lismore entered into an agreement~~contracting with Braemar to negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels (the “Braemar Agreement”). The Braemar Agreement was terminated effective March 20, 2021. Upon entering into the Braemar Agreement, Braemar made an initial payment of approximately $1.4 million. Braemar also paid the Company a total of $1.4 million related to 6 equal installments beginning April 20, 2020 and ending September 20, 2020, of which $681,000 is subject to clawback and was set off against the cash payment of Braemar’s base advisory fees upon the termination of the Braemar Agreement. Braemar additionally paid the Company approximately $1.4 million in success fees in connection with signed forbearance or other agreements, of which no amounts were available for clawback. In total, Braemar paid approximately $4.1 million under the Braemar Agreement. For the three months ended March 31, 2021 and 2020, the Company recognized revenue of $853,000 and $0, respectively, related to the Braemar Agreement. As of March 31, 2021, the $681,000 clawback due to Braemar is netted within “due from Braemar” in our condensed consolidated balance sheets.

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~~(unaudited)~~

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

Three Months Ended March 31,
2021 2020
REVENUES BY TYPE
Advisory services revenue:
Base advisory fee $ 2,545 $ 2,620
Incentive advisory fee (1)
0 170
Other advisory revenue (2)
128 129
Total advisory services revenue 2,673 2,919
Hotel management:
Base management fees 331 355
Incentive management fees 79 0
Total hotel management revenue (3)
410 355
Project management revenue (4)
271 743
Audio visual revenue (5)
0 0
Other revenue
Debt placement and related fees (6)
853 0
Claims management services (7)
1 38
Other services (8)
583 422
Total other revenue 1,437 460
Cost reimbursement revenue 4,796 6,870
Total revenues $ 9,587 $ 11,347
REVENUES BY SEGMENT (9)
REIT advisory $ 4,514 $ 5,346
Remington 2,932 4,217
Premier 362 1,093
OpenKey 10 60
Corporate and other 1,769 631
Total revenues $ 9,587 $ 11,347
COST OF REVENUES
Cost of audio visual revenues (5)
$ 23 $ 447

SUPPLEMENTAL REVENUE INFORMATION
Audio visual revenues from guests at REIT properties (5)
$ 52 $ 1,005

~~________~~

~~(1)~~ Incentive advisory fee for the three months ended March 31, 2020, includes the pro-rata portion of the third year installment of the 2018 incentive advisory fee. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2021, 2020 and 2019 measurement periods. See note 3.

~~(2)~~ ~~In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was~~

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~~(unaudited)~~

~~made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10-year initial term.~~

~~(3)~~ Hotel management revenue is reported within our Remington segment. Base management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). See note 3 for discussion of the hotel management revenue recognition policy.

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

~~(5)~~ JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations.~~See note 3 for discussion of the audio visual revenue recognition policy.~~third-party customers.

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

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

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

(9) See note 16 for discussion of segment reporting.

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

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

Remington is party to a master hotel management agreement with Braemar and certain of its affiliates to provide hotel management services. Braemar pays the Company a monthly hotel management fee equal to the greater of $15,000 per hotel (increased annually based on consumer price index adjustments) or 3% of gross revenue (the “base fee”) as well as annual incentive hotel management fees, if certain operational criteria are met and other general and administrative expense reimbursements. Braemar pays the base fee and reimburses all expenses for Remington-managed hotels on a weekly basis for the preceding week.

On March 20, 2020, Lismore entered into an agreement with Braemar to negotiate the refinancing, modification or forbearance of the existing mortgage and mezzanine debt on Braemar’s hotels (the “Braemar Agreement”). The Braemar Agreement terminated effective March 20, 2021. For the three months ended March 31, 2022 and 2021, the Company recognized revenue of $0 and $853,000, respectively, related to the Braemar Agreement.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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


	Three Months Ended March 31,
		2022		2021
REVENUES BY TYPE
Advisory services fees:
Base advisory fees		$	2,939	$	2,545



Other advisory revenue (1)		128		128
Total advisory services fees revenue		3,067		2,673

Hotel management fees:
Base management fees		700		331
Incentive management fees		202		79
Total hotel management fees revenue (2)		902		410

Design and construction fees revenue (3)		1,320		271


Other revenue


Watersports, ferry and excursion services (5)		583		532
Debt placement and related fees (6)		190		853

Claims management services (7)		1		1


Other services (8)		42		51
Total other revenue		816		1,437

Cost reimbursement revenue		11,045		4,504

Total revenues		$	17,150	$	9,295

REVENUES BY SEGMENT (9)
REIT advisory		$	6,388	$	4,514
Remington		7,062		2,640
Premier		1,831		362
INSPIRE		19		—
RED		583		532
OpenKey		9		10
Corporate and other		1,258		1,237
Total revenues		$	17,150	$	9,295

COST OF REVENUES
Cost of revenues for audio visual (4)		$	701	$	23
Other (5)		86		85

SUPPLEMENTAL REVENUE INFORMATION
Audio visual revenues from guests at REIT properties (5)		$	1,671	$	52
Watersports, ferry and excursion services from guests at REIT properties (5)		612		257

________

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

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

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

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

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

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

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

(9) See note 1516 for discussion of segment reporting.

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

~~On March 13, 2020,~~In the first quarter of 2021, Ashford Trust purchased FF&E from the Company ~~entered into~~at the ~~Extension Agreement related~~fair market value of $82,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP Agreement. The Company recorded a loss on sale of the FF&E of $107,000 which is included within “other” operating expense in our condensed consolidated statements of operations. Additionally, on January 20, 2021, Ashford Trust sold the Le Meridien hotel in Minneapolis, Minnesota. The hotel contained FF&E with a net book value of $399,000 which was owned by the Company and leased to Ashford Trust rent-free pursuant to the Ashford Trust ERFP Agreement. ~~Under~~The Company recorded a loss on disposal of FF&E of $271,000 within “other” operating expense in our condensed consolidated statements of operations. Pursuant to the ~~terms of the Extension Agreement, the deadline to fund the remaining ERFP commitment under the~~agreement, Ashford Trust ~~ERFP Agreement of $11.4 million, was extended from January 22, 2021~~provided replacement FF&E to ~~December 31, 2022. As of March 31, 2021, the Company has 0 remaining ERFP commitment to Braemar under the Braemar ERFP Agreement. See note 8.~~

~~On November 25, 2020, the Ashford Trust board of directors granted~~ the Company in ~~its sole and absolute discretion,~~ the ~~right to set-off against the remaining ERFP commitment~~third quarter of ~~$11.4 million, the fees pursuant~~2021 equal to the ~~advisory agreement and~~fair market value of the sold FF&E with a fair market value of $128,000, which was subsequently leased back to Ashford Trust Agreement that have been or may be deferred by Ashford Inc. No fees relating to the advisory agreement and Ashford Trust Agreement were set-off against the remaining ERFP commitment as of March 31, 2021.rent-free.

On April 20, 2021, the Company received written notice from Ashford Trust of Ashford Trust’s intention not to renew the Ashford Trust ERFP Agreement. As a result, the Ashford Trust ERFP Agreement ~~will terminate~~terminated in accordance with its terms ~~at the end of the current term~~ on June 26, 2021. The expiration of the Ashford Trust ERFP Agreement ~~will have~~has no impact on the Extension Agreement, which ~~will continue~~continues in full force and effect in accordance with its terms. ~~Following expiration~~See note 9.

In the ~~Second Amended and Restated Advisory Agreement, dated January 14, 2021, to reflect certain changes necessary in connection with the expiration~~first quarter of ~~the Ashford Trust ERFP Agreement.~~

~~For the three months ended March 31, 2021,~~2022, Ashford Trust purchased FF&E with a net book value of $1.1 million from the Company at the fair market value of ~~$108,000~~$406,000 upon expiration of the underlying leases of the FF&E under the Ashford Trust ERFP ~~Agreement.~~Agreement (which continue to survive following the termination of such agreement). The Company recorded a loss on sale of the FF&E of ~~$81,000~~$706,000 which is included within “other” operating expense in our condensed consolidated statement of operations for the three months ended March 31, 2021, and an asset of $108,000 in "due from Trust" on our consolidated balance sheets as of March 31, 2021. Additionally, on January 20, 2021, Ashford Trust sold Le Meridian. The hotel contained FF&E with a net book value of $399,000 which was owned by the Company and leased to Ashford Trust rent-free pursuant to the Ashford Trust ERFP Agreement. Upon sale of the hotel, Ashford Trust is required to provide replacement FF&E to Ashford Inc. at the fair market value amount of the sold FF&E, pursuant to the agreement. As a result, Ashford Inc. recorded an asset of $128,000 in "due from Trust" on our consolidated balance sheets as of March 31, 2021, related to fair market value of replacement assets, and a loss on disposal of FF&E of $271,000 within “other” operating expense in our condensed consolidated statements of operations for the three months ended March 31, 2021. No FF&E was sold by the Company under the ERFP Agreements during the three months ended March 31, 2020.2022.

Ashford Securities—On September 25, 2019, the Company announced the formation of Ashford Securities LLC (“Ashford Securities”) to raise capital in order to grow the Company’s existing and future advised platforms. In conjunction with the formation of Ashford Securities, Ashford Trust and Braemar entered into a contribution agreement (the “Initial Contribution Agreement”) with Ashford Inc. pursuant to which Ashford Trust and Braemar agreed to a combined contribution of up to $15.0 million to fund the operations of Ashford Securities. These costs were allocated initially to Ashford Trust and Braemar based on an allocation percentage of 75% to Ashford Trust and 25% Braemar. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings ~~raised~~or other debt or equity offerings through Ashford Securities or June 10, 2023, there will be a true up (the “Initial ~~True-up~~True-Up Date”) between Ashford Trust and Braemar whereby the actual expense reimbursements paid by each company will be based on the actual amount of capital raised by Ashford Trust and Braemar, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

~~by each company will be based on the actual amount of capital raised by Ashford Trust and Braemar, respectively.~~

On December 31, 2020, an Amended and Restated Contribution Agreement (the “Amended and Restated Contribution Agreement”) was entered into by the Company, Ashford Trust and Braemar with respect to expenses to be reimbursed by Ashford Securities. The Initial True-Up Date did not occur, and beginning on the effective date of the Amended and Restated Contribution Agreement, costs will be allocated based upon an allocation percentage of 50% to the Company, 50% to Braemar and 0% to Ashford Trust. Upon reaching the earlier of $400 million in aggregate non-listed preferred equity offerings ~~raised~~or other debt or equity offerings through Ashford Securities or June 10, 2023, there will be an ~~Amended~~amended and ~~Restated~~restated true up (the “Amended and Restated ~~True-up~~True-Up Date”) among the Company, Ashford Trust and Braemar whereby the actual expense reimbursement paid by each company will be based on the actual amount of capital raised by the Company, Ashford Trust and Braemar, ~~respectively.~~respectively, through Ashford Securities. After the Amended and Restated True-Up Date, the expense reimbursements will be allocated among the Company, Ashford Trust and Braemar quarterly based on the actual capital raised through Ashford Securities. ~~Additionally, Braemar’s aggregate capital contributions under~~On January 27, 2022, the ~~Initial Contribution Agreement and the~~Company entered into a Second Amended and Restated Contribution Agreement ~~shall not exceed $3.8~~with Ashford Trust and Braemar which provided for an additional $18 million ~~unless otherwise agreed~~in expenses to ~~in writing by~~be reimbursed with all expenses allocated 10% to the Company, 45% to Ashford Trust, and 45% to Braemar.

As of March 31, ~~2021,~~2022, Ashford Trust and Braemar have funded approximately ~~$3.0~~$4.0 million and ~~$1.3~~$4.1 million, respectively. The Company recognized $0$527,000 and ~~$698,000~~$0 of cost reimbursement revenue from Ashford Trust for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, in our condensed consolidated statements of operations. The Company recognized ~~$344,000~~$1.0 million and ~~$233,000~~$344,000 of cost reimbursement revenue from Braemar for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively, in our condensed consolidated statements of operations. Cost reimbursement revenue for the three months ended March 31, 2022 includes $405,000 of dealer manager fees earned by Ashford Securities for the placement of Braemar’s non-listed preferred equity offerings.

Other Related Party Transactions—The Company leases office space from Remington Hotel Corporation (“RHC”), an affiliate owned by the Bennetts, at our corporate headquarters in Dallas, Texas. For the three months ended March 31, 2022 and 2021, we recorded $839,000 and $837,000, respectively, in rent expense related to our corporate office lease with RHC.

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

Ashford Trust held a 16.65% noncontrolling interest in OpenKey as of March 31, 2022 and December 31, 2021, and Braemar held a 7.77% noncontrolling interest in OpenKey as of March 31, 2022 and December 31, 2021.

~~14.~~

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

15. Income (Loss) Per Share

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


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
Net income (loss) attributable to common stockholders – basic and diluted:	Net income (loss) attributable to common stockholders – basic and diluted:							Net income (loss) attributable to common stockholders – basic and diluted:
Net income (loss) attributable to the Company	Net income (loss) attributable to the Company		$	(8,174)	$	(177,640)		Net income (loss) attributable to the Company	$	948	$	(8,174)
Less: Dividends on preferred stock, declared and undeclared (1)	Less: Dividends on preferred stock, declared and undeclared (1)		(8,606)		(7,875)			Less: Dividends on preferred stock, declared and undeclared (1)	(9,373)		(8,606)
Less: Amortization of preferred stock discount	Less: Amortization of preferred stock discount		(316)		(810)			Less: Amortization of preferred stock discount	—		(316)

Undistributed net income (loss) allocated to common stockholders	Undistributed net income (loss) allocated to common stockholders		(17,096)		(186,325)			Undistributed net income (loss) allocated to common stockholders	(8,425)		(17,096)

Distributed and undistributed net income (loss) - basic	Distributed and undistributed net income (loss) - basic		$	(17,096)	$	(186,325)		Distributed and undistributed net income (loss) - basic	$	(8,425)	$	(17,096)

Distributed and undistributed net income (loss) - diluted	Distributed and undistributed net income (loss) - diluted		$	(17,096)	$	(186,325)		Distributed and undistributed net income (loss) - diluted	$	(8,425)	$	(17,096)

Weighted average common shares outstanding:	Weighted average common shares outstanding:							Weighted average common shares outstanding:
Weighted average common shares outstanding – basic	Weighted average common shares outstanding – basic		2,686		2,199			Weighted average common shares outstanding – basic	2,809		2,686

Weighted average common shares outstanding – diluted	Weighted average common shares outstanding – diluted		2,686		2,199			Weighted average common shares outstanding – diluted	2,809		2,686

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

Net income (loss) allocated to common stockholders per share	Net income (loss) allocated to common stockholders per share		$	(6.36)	$	(84.73)		Net income (loss) allocated to common stockholders per share	$	(3.00)	$	(6.36)
Income (loss) per share – diluted:	Income (loss) per share – diluted:							Income (loss) per share – diluted:

Net income (loss) allocated to common stockholders per share	Net income (loss) allocated to common stockholders per share		$	(6.36)	$	(84.73)		Net income (loss) allocated to common stockholders per share	$	(3.00)	$	(6.36)

________

(1) ~~For the three months ended March 31, 2020, $3.9 million in cumulative unpaid dividends to holders of the Series D Convertible Preferred Stock were not declared by the Board.~~ Undeclared dividends were deducted to arrive at net income (loss) attributable to common stockholders. See note ~~10.~~11.

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

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


		Three Months Ended March 31,					Three Months Ended March 31,
			2021		2020				2022		2021
Net income (loss) allocated to common stockholders is not adjusted for:	Net income (loss) allocated to common stockholders is not adjusted for:							Net income (loss) allocated to common stockholders is not adjusted for:

Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings	Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings		$	(24)	$	(336)		Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings	$	(9)	$	(24)
Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock	Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock		(152)		(104)			Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock	—		(152)

Dividends on preferred stock, declared and undeclared	Dividends on preferred stock, declared and undeclared		8,606		7,875			Dividends on preferred stock, declared and undeclared	9,373		8,606
Amortization of preferred stock discount	Amortization of preferred stock discount		316		810			Amortization of preferred stock discount	—		316
Total	Total		$	8,746	$	8,245		Total	$	9,364	$	8,746
Weighted average diluted shares are not adjusted for:	Weighted average diluted shares are not adjusted for:							Weighted average diluted shares are not adjusted for:

Effect of unvested restricted shares	Effect of unvested restricted shares		22		52			Effect of unvested restricted shares	97		22

Effect of assumed conversion of Ashford Holdings units	Effect of assumed conversion of Ashford Holdings units		4		4			Effect of assumed conversion of Ashford Holdings units	8		4
Effect of incremental subsidiary shares	Effect of incremental subsidiary shares		221		402			Effect of incremental subsidiary shares	104		221

Effect of assumed conversion of preferred stock	Effect of assumed conversion of preferred stock		4,208		4,068			Effect of assumed conversion of preferred stock	4,365		4,208
Total	Total		4,455		4,526			Total	4,574		4,455

~~15.~~

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ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

16. Segment Reporting

Our operating segments include: (a) REIT Advisory, which provides asset management and advisory services to other ~~entities,~~entities; (b) Remington, which provides hotel management ~~services,~~services; (c) Premier, which provides comprehensive and cost-effective design, development, architectural, and project management ~~services,~~services; (d) ~~JSAV,~~INSPIRE, which provides event technology and creative communications solutions ~~services,~~services; (e) OpenKey, a hospitality focused mobile key platform that provides a universal smartphone app for keyless entry into hotel guest ~~rooms,~~rooms; (f) RED, a provider of watersports activities and other travel and transportation ~~services,~~services; (g) Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, ~~Georgia,~~Georgia; and (h) Pure Wellness, which provides hypoallergenic premium rooms in the hospitality ~~industry,~~ and ~~(i) Lismore and REA Holdings, which provide debt placement and related services, real estate advisory services and brokerage services.~~commercial office industry. For ~~2021,~~2022, OpenKey, RED, Marietta and Pure Wellness ~~and Lismore and REA Holdings~~ do not meet the aggregation criteria or the quantitative thresholds to individually qualify as reportable segments. However, we have elected to disclose RED and OpenKey as a reportable ~~segment.~~segments. Accordingly, we have ~~five~~six reportable segments: REIT Advisory, Remington, Premier, ~~JSAV~~INSPIRE, RED and OpenKey. We combine the operating results of ~~RED,~~ Marietta and Pure Wellness ~~and Lismore and REA Holdings~~ into an “all other” ~~6th~~7th reportable segment, which we refer to as “Corporate and Other.” See footnote 3 for details of our segments’ material revenue generating activities.

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

~~Table of Contents~~

~~ASHFORD INC. AND SUBSIDIARIES~~

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

~~(unaudited)~~

Since such asset information by segment is not reviewed by our CODM, segment assets are not available for disclosure.

Certain information concerning our segments for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 are presented in the following tables (in thousands). Consolidated subsidiaries are reflected as of their respective acquisition dates or as of the date we were determined to be the primary beneficiary of variable interest entities.


		Three Months Ended March 31, 2021															Three Months Ended March 31, 2022
		REIT Advisory		Remington		Premier		JSAV		OpenKey		Corporate and Other		Ashford Inc. Consolidated			REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE	REVENUE															REVENUE
Advisory services		$	9,927	$	0	$	0	$	0	$	0	$	0	$	9,927
Advisory services fees																Advisory services fees	$	11,802	$	—	$	—	$	—	$	—	$	—	$	—	$	11,802
Hotel management fees	Hotel management fees	0		4,472		0		0		0		0		4,472		Hotel management fees	—		7,178		—		—		—		—		—		7,178
Project management fees		0		0		1,542		0		0		0		1,542
Design and construction fees																Design and construction fees	—		—		4,524		—		—		—		—		4,524

Audio visual	Audio visual	0		0		0		3,611		0		0		3,611		Audio visual	—		—		—		24,965		—		—		—		24,965
Other	Other	17		20		0		0		454		10,138		10,629		Other	15		181		—		—		6,045		378		4,820		11,439
Cost reimbursement revenue (1)	Cost reimbursement revenue (1)	5,124		27,882		402		0		0		344		33,752		Cost reimbursement revenue (1)	7,576		63,148		1,702		57		—		4		1,564		74,051
Total revenues	Total revenues	15,068		32,374		1,944		3,611		454		10,482		63,933		Total revenues	19,393		70,507		6,226		25,022		6,045		382		6,384		133,959
EXPENSES	EXPENSES															EXPENSES
Depreciation and amortization	Depreciation and amortization	989		3,034		3,056		467		4		589		8,139		Depreciation and amortization	853		2,696		2,962		468		112		4		530		7,625

Other operating expenses (2)	Other operating expenses (2)	352		3,289		1,679		6,818		1,247		16,414		29,799		Other operating expenses (2)	706		4,308		2,995		22,371		5,069		1,295		12,720		49,464
Reimbursed expenses (1)	Reimbursed expenses (1)	5,052		27,882		402		0		0		344		33,680		Reimbursed expenses (1)	7,433		63,148		1,702		57		—		4		1,564		73,908
Total operating expenses	Total operating expenses	6,393		34,205		5,137		7,285		1,251		17,347		71,618		Total operating expenses	8,992		70,152		7,659		22,896		5,181		1,303		14,814		130,997
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)	8,675		(1,831)		(3,193)		(3,674)		(797)		(6,865)		(7,685)		OPERATING INCOME (LOSS)	10,401		355		(1,433)		2,126		864		(921)		(8,430)		2,962
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities	0		0		0		0		0		(114)		(114)		Equity in earnings (loss) of unconsolidated entities	—		—		—		—		—		—		190		190
Interest expense	Interest expense	0		0		0		(203)		0		(1,064)		(1,267)		Interest expense	—		—		—		(240)		(159)		—		(880)		(1,279)
Amortization of loan costs	Amortization of loan costs	0		0		0		(29)		0		(57)		(86)		Amortization of loan costs	—		—		—		(35)		(16)		—		(22)		(73)
Interest income	Interest income	0		61		0		0		0		2		63		Interest income	—		70		—		—		—		—		11		81
Realized gain (loss) on investments	Realized gain (loss) on investments	0		(194)		0		0		0		0		(194)		Realized gain (loss) on investments	—		(71)		—		—		—		—		—		(71)
Other income (expense)	Other income (expense)	0		0		0		(121)		(1)		9		(113)		Other income (expense)	—		167		—		14		(37)		—		3		147
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	8,675		(1,964)		(3,193)		(4,027)		(798)		(8,089)		(9,396)		INCOME (LOSS) BEFORE INCOME TAXES	10,401		521		(1,433)		1,865		652		(921)		(9,128)		1,957
Income tax (expense) benefit	Income tax (expense) benefit	(1,954)		(263)		768		820		0		1,580		951		Income tax (expense) benefit	(2,451)		(133)		341		(994)		(341)		—		2,300		(1,278)
NET INCOME (LOSS)	NET INCOME (LOSS)	$	6,721	$	(2,227)	$	(2,425)	$	(3,207)	$	(798)	$	(6,509)	$	(8,445)	NET INCOME (LOSS)	$	7,950	$	388	$	(1,092)	$	871	$	311	$	(921)	$	(6,828)	$	679

________

(1) Our segments are reported net of eliminations upon consolidation. Approximately ~~$2.0~~$2.9 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

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

4540

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)


		Three Months Ended March 31, 2020												Three Months Ended March 31, 2021
		REIT Advisory		Remington		Premier		JSAV		OpenKey		Corporate and Other			Ashford Inc. Consolidated			REIT Advisory		Remington		Premier		INSPIRE		RED		OpenKey		Corporate and Other		Ashford Inc. Consolidated
REVENUE	REVENUE																REVENUE
Advisory services		$	11,836	$	0	$	0	$	0	$	0	$	0		$	11,836
Hotel management		0		6,124		0		0		0		0			6,124
Project management fees		0		0		3,938		0		0		0			3,938
Advisory services fees																	Advisory services fees	$	9,927	$	—	$	—	$	—	$	—	$	—	$	—	$	9,927
Hotel management fees																	Hotel management fees	—		4,472		—		—		—		—		—		4,472
Design and construction fees																	Design and construction fees	—		—		1,542		—		—		—		—		1,542
Audio visual	Audio visual	0		0		0		29,674		0		0			29,674		Audio visual	—		—		—		3,611		—		—		—		3,611
Other	Other	57		0		0		0		522		6,112			6,691		Other	17		20		—		—		4,561		454		5,577		10,629
Cost reimbursement revenue (1)	Cost reimbursement revenue (1)	9,064		64,332		1,214		0		0		969			75,579		Cost reimbursement revenue (1)	5,124		26,317		402		—		—		—		344		32,187
Total revenues	Total revenues	20,957		70,456		5,152		29,674		522		7,081			133,842		Total revenues	15,068		30,809		1,944		3,611		4,561		454		5,921		62,368
EXPENSES	EXPENSES																EXPENSES
Depreciation and amortization	Depreciation and amortization	2,439		3,377		3,157		504		6		486			9,969		Depreciation and amortization	989		3,034		3,056		467		92		4		497		8,139
Impairment		0		126,548		49,524		2,141		0		0			178,213

Other operating expenses (2)	Other operating expenses (2)	0		4,295		3,064		26,386		988		13,867			48,600		Other operating expenses (2)	352		3,289		1,679		6,818		3,546		1,247		12,868		29,799
Reimbursed expenses (1)	Reimbursed expenses (1)	8,996		64,332		1,214		0		0		969			75,511		Reimbursed expenses (1)	5,052		26,317		402		—		—		—		344		32,115
Total operating expenses	Total operating expenses	11,435		198,552		56,959		29,031		994		15,322			312,293		Total operating expenses	6,393		32,640		5,137		7,285		3,638		1,251		13,709		70,053
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)	9,522		(128,096)		(51,807)		643		(472)		(8,241)			(178,451)		OPERATING INCOME (LOSS)	8,675		(1,831)		(3,193)		(3,674)		923		(797)		(7,788)		(7,685)
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities	0		0		0		0		0		236			236		Equity in earnings (loss) of unconsolidated entities	—		—		—		—		—		—		(114)		(114)
Interest expense	Interest expense	0		0		0		(257)		0		(919)			(1,176)		Interest expense	—		—		—		(203)		(154)		—		(910)		(1,267)
Amortization of loan costs	Amortization of loan costs	0		0		0		(14)		0		(52)			(66)		Amortization of loan costs	—		—		—		(29)		(3)		—		(54)		(86)
Interest income	Interest income	0		0		0		0		0		28			28		Interest income	—		61		—		—		—		—		2		63
Realized gain (loss) on investments	Realized gain (loss) on investments	0		(375)		0		0		0		0			(375)		Realized gain (loss) on investments	—		(194)		—		—		—		—		—		(194)
Other income (expense)	Other income (expense)	0		12		0		(455)		10		(88)			(521)		Other income (expense)	—		—		—		(121)		1		(1)		8		(113)
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	9,522		(128,459)		(51,807)		(83)		(462)		(9,036)			(180,325)		INCOME (LOSS) BEFORE INCOME TAXES	8,675		(1,964)		(3,193)		(4,027)		767		(798)		(8,856)		(9,396)
Income tax (expense) benefit	Income tax (expense) benefit	(2,253)		1,189		168		(134)		0		3,115			2,085		Income tax (expense) benefit	(1,954)		(263)		768		820		(260)		—		1,840		951
NET INCOME (LOSS)	NET INCOME (LOSS)	$	7,269	$	(127,270)	$	(51,639)	$	(217)	$	(462)	$	(5,921)		$	(178,240)	NET INCOME (LOSS)	$	6,721	$	(2,227)	$	(2,425)	$	(3,207)	$	507	$	(798)	$	(7,016)	$	(8,445)

________

(1) Our segments are reported net of eliminations upon consolidation. Approximately ~~$3.3~~$2.0 million of hotel management fees revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.

~~16.~~

Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

17. Subsequent Events

On April ~~20, 2021,~~1, 2022, the Company ~~received written notice~~entered into a Credit Agreement (the “Credit Agreement”) with Mustang Lodging Funding LLC, as administrative agent, and the lenders from ~~Ashford Trust of Ashford Trust’s intention not~~time to ~~renew the Ashford Trust ERFP Agreement. As~~time party thereto. The Credit Agreement evidences a ~~result, the Ashford Trust ERFP Agreement will terminate in accordance with its terms at the end of the current~~senior secured term on June 26, 2021. The expiration of the Ashford Trust ERFP Agreement will have no impact on the Extension Agreement, which will continue in full force and effect in accordance with its terms. Following expiration of the Ashford Trust ERFP Agreement, we intend to amend the Second Amended and Restated Advisory Agreement, dated January 14, 2021, to reflect certain changes necessary in connection with the expiration of the Ashford Trust ERFP Agreement.

~~On May 3, 2021, we increased our ownership of RED from 84.21% to 96.0% for a total purchase price of $200,000. The purchase price will be paid~~loan facility (the “Credit Facility”) in the ~~Company’s common stock delivered in quarterly share distributions valued at $25,000 beginning~~amount of $100 million, including a $50 million term loan funded on the closing date of the Credit Facility (the “Closing Date”) and commitments to fund up to an additional $50 million of term loans in up to 5 separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement as of March 31, 2022 and pay dividends to the holders of the Series D Convertible Preferred Stock as stated below. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with 3 successive one-year extension options subject to an increase in the interest rate during each extension period. Borrowings under the Credit Agreement will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%) plus an applicable margin, or the base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar Rate plus 1.00%, with a floor of 1.25%) plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Eurodollar loans will be 7.35% per annum and the applicable margin for base rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the 3 extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to an unused fee of 1.0%.

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

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

On April 15, 2022, the Company acquired privately held Chesapeake Hospitality (“Chesapeake”), a premier third-party hotel management company. The Company paid to the seller $6.3 million in cash, subject to certain adjustments, and issued to the seller 378,000 Series CHP Convertible Preferred Units of Ashford Holdings (the “Series CHP Units”) at $25 per Unit, for a total value of $9.45 million. The seller also has the ability to earn up to $10.25 million of additional consideration based on its base management fee contribution for the trailing twelve month periods ending March 2024 and March 2025, respectively, for a total potential consideration of $26 million, subject to certain adjustments. The first $6.3 million of such additional consideration is payable in cash and any amounts payable in excess of such $6.3 million may be satisfied by the issuance of shares of common stock of the Company, common units of Ashford Holdings or additional Series CHP Units, as determined by the Company in its sole discretion. Each Series CHP Unit will (i) have a liquidation value of $25 per share, (ii) be entitled to cumulative dividends at the rate of 7.28% per annum, payable quarterly in arrears, (iii) participate in any dividend or distribution on the common stock of the Company in addition to the preferred dividends, (iv) be convertible into common units of Ashford Holdings at $117.50 per unit, which common units of Ashford Holdings will then be exchangeable into common stock of the Company on a 1:1 ratio and (v) provide for customary anti-dilution protections. In the event the Company fails to pay the required dividends on the Series CHP Units for two consecutive quarterly periods (a “Preferred Unit Breach”), then until such arrearage is paid in cash in full, the dividend rate on the Series CHP Units will increase to 10.00% per annum until no Preferred Unit Breach exists. Except with respect to certain protective provisions, no holder of Series CHP Units will have voting rights in its capacity as such. As long as any Series CHP Units are outstanding, the Company is prohibited from taking specified actions without the consent of at least 50% of the holders of Series CHP Units, including (i) modifying the terms,

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Table of Contents

ASHFORD INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

rights, preferences, privileges or voting powers of the Series CHP Units or (ii) altering the rights, preferences or privileges of any Units of Ashford Holdings so as to adversely affect the Series CHP Units.

On April 15, 2022, the Company and Ashford Services agreed with Jeremy Welter, the Chief Operating Officer of the Company, that, effective July 15, 2022 (the “Resignation Date”), Mr. Welter would terminate employment with and service to the Company, Ashford Services and their affiliates. Mr. Welter is also the Chief Operating Officer of Ashford Trust and Braemar and accordingly his service as Chief Operating Officer of each of Ashford Trust and Braemar will also end effective as of the Resignation Date.

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

OPERATIONS

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

FORWARD-LOOKING STATEMENTS

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

•the impact of the ongoing COVID-19 pandemic, including the resurgence of cases relating to the spread of the Delta, Omicron or other potential variants, on our business, financial condition, liquidity and results of operations;

•the impact of numerous governmental travel restrictions and other orders related to COVID-19 on our clients’ and our business, including one or more possible recurrences of COVID-19 ~~cases~~case surges that could cause state and local governments to reinstate travel restrictions;

•our business and investment strategy;

•our projected operating results;

•our ability to obtain future financing arrangements;

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

•our understanding of our competition;

•market trends;

•the future success of recent acquisitions, including the 2018 acquisition of Premier and the 2019 acquisition of Remington;

•the future success of recent business initiatives with Ashford Trust and Braemar;

•projected capital expenditures; and

•the impact of technology on our operations and business.

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

•the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March ~~16, 2021,~~25, 2022, including under the sections captioned “Item 1. Business,” “Item 1A. Risk Factors,” “Item 3. Legal Proceedings,” and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of ~~Operations;~~Operations,” as supplemented by our subsequent Quarterly Reports on Form 10-Q and other filings under the Exchange Act;

•adverse effects of the COVID-19 pandemic, including a significant reduction in business and personal travel and potential travel restrictions in regions where our clients’ hotels are located, and one or more possible recurrences of

COVID-19 ~~cases~~case surges causing a further reduction in business and personal travel and potential reinstatement of travel restrictions by state or local governments;

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

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

•uncertainty associated with the ability of the Company to remain in compliance with all covenants in our ~~Term Loan~~Credit Agreement and our subsidiaries to remain in compliance with the covenants of their debt and related agreements;

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

•availability, terms and deployment of capital;

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

•the degree and nature of our competition;

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

•availability of qualified personnel;

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

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

•legislative and regulatory changes;

•~~the timing and outcome of the SEC investigation;~~

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

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

•the possibility that we may not realize any or all of the anticipated benefits from our business ~~initiatives, including the ERFP Agreement with Braemar;~~initiatives;

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

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

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

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

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Overview

Ashford Inc. is a Nevada corporation that provides products and services primarily to clients in the hospitality industry, including Ashford Trust and Braemar. We became a public company in November 2014, and our common stock is listed on the NYSE American. As of May ~~7, 2021,~~9, 2022, Mr. Monty J. Bennett, Ashford Inc.’s Chairman and Chief Executive Officer and the Chairman of Ashford Trust and Braemar, and his father, Mr. Archie Bennett, Jr., Chairman Emeritus of Ashford Trust, owned approximately ~~607,743~~610,246 shares of our common stock, which represented an approximately ~~20.2%~~19.6% ownership interest in Ashford Inc., and owned 18,758,600 shares of our Series D Convertible Preferred Stock (the “Series D Convertible Preferred Stock”), which is ~~exercisable (at an exercise~~convertible at a price of $117.50 per ~~share)~~share into an additional approximate 3,991,191 shares of Ashford Inc. common stock, which if exercised as of May ~~7, 2021~~9, 2022 would have increased Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.’s ownership interest in Ashford Inc. to ~~65.7%~~approximately 64.8%.

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

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

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

As required for disclosure under the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Fifth Amended and Restated Advisory Agreement, for the trailing twelve months ended March 31, 2021, the total incremental expenses incurred (including all reimbursable expenses), as reasonably determined, in connection with providing services to Braemar under the agreement was $10.5 million.

Recent Developments

~~COVID-19, Management’s Plans~~On March 10, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (“Braemar Limited Waiver”) with Braemar, Braemar Hospitality Limited Partnership (“Braemar OP”), Braemar TRS Corporation and ~~Liquidity~~

~~In December 2019, COVID-19 was identified in Wuhan, China, which subsequently spread~~Ashford LLC. On March 15, 2022, the Company entered into a Limited Waiver Under Advisory Agreement (the “Ashford Trust Limited Waiver” and together with the Braemar Limited Waiver, the “Limited Waivers”) with Ashford Trust, Ashford Hospitality Limited Partnership (“Ashford Trust OP”), Ashford TRS Corporation (“Ashford Trust TRS”) and Ashford LLC. Pursuant to ~~other regions of~~ the ~~world,~~Limited Waivers, the parties to the Second Amended and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Our clientsRestated Advisory Agreement with Ashford Trust and the Fifth Amended and Restated Advisory Agreement with Braemar ~~have reported~~waive the operation of any provision such agreement that would otherwise limit the ~~negative impact on room demand within their respective portfolios stemming from COVID-19 is significant, which has resulted~~ability of Ashford Trust or Braemar, as applicable, in its discretion, at its cost and ~~is expected~~expense, to ~~result in significantly reduced occupancy~~award during the first and ~~RevPAR. Furthermore,~~ second fiscal quarters of calendar year 2022 (the ~~prolonged presence~~“Waiver Period”), cash incentive compensation to employees and other representatives of the virus has resulted in health and other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry has experienced postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders, the Company dramatically reduced staffing and expenses at its products and services businesses and at our corporate office. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. In addition, one or more possible recurrences of COVID-19 cases could result in further reductions in business and personal travel and could cause state and local governments to reinstate travel restrictions. The Company expectsCompany; provided that, the COVID-19 pandemic will continue to have a significant negative impact on the Company’s results of operations, financial position and cash flow in 2021 and potentially beyond. As a result, in March 2020, the Company amended payment terms pursuant to ~~certain hotel management agreements to better manage corporate working capital, reduced planned capital expenditures, significantly reduced operating expenses and reduced~~ the Ashford Trust Limited Waiver, such awarded cash incentive compensation ~~of its executive officers and other employees, including an arrangement pursuant to which Mr. Bennett received his base salary~~does not exceed $8,476,000, in the ~~form of common stock issued under~~aggregate, during the Company’s 2014 Incentive Plan, as amended. Additionally, the Company did not declare dividends which were due with respect to its Series D Convertible Preferred Stock for the second and fourth quarters of 2020. Waiver Period.

As of March 31, ~~2021,~~2022, the Company had aggregate undeclared preferred stock dividends of approximately ~~$16.5~~$35.2 million, which relates to the second and fourth quarters of ~~2020.~~

~~During~~2020 and the ~~first quarter~~second and fourth quarters of ~~2021, base salaries~~2021. On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the ~~Company’s executive officers~~quarters ending June 30, 2020 and ~~other employees were restored~~December 31, 2020 to ~~pre-reduction levels~~stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ending June 30, 2021 and ~~the arrangement by which Mr. Bennett received his base salary in the form of common stock ended. Additionally, on March 25, 2021,~~December 31, 2021. On April 15, 2022, the Company additionally paid $8.7 million of dividends previously declared ~~$8.4 million in dividends which were due~~by the Board with respect to ~~its~~the Company’s Series D Convertible Preferred Stock for the first quarter of ~~2021.~~

~~Other Developments~~2022.

~~On January 14, 2021,~~April 1, 2022, the Company entered into the ~~Second Amended and Restated Advisory~~Credit Agreement with ~~Ashford Trust.~~Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The ~~Second Amended~~Credit Agreement evidences the Credit Facility in the amount of $100 million, including a $50 million term loan funded upon closing and ~~Restated Advisory Agreement amends and restates~~commitments to fund up to an additional $50 million of term loans in up to five separate borrowings within 24 months after the ~~terms~~Closing Date, subject to certain conditions. The Company used a portion of the ~~Amended~~proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement as of March 31, 2022 and ~~Restated Advisory Agreement, dated June 10, 2015, as amended by the Enhanced Return Funding Program Agreement and Amendment No. 1~~pay dividends to the ~~Amended and Restated Advisory Agreement, dated~~holders of the Series D Convertible Preferred Stock as ~~of June 26, 2018 to, among other items (i) revise~~stated above. On April 18, 2022, the ~~term~~Company drew an additional $20.0 million on the Credit Facility.

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~~and termination rights; (ii) fix the percentage used to calculate the base fee thereunder at 0.70% per annum; (iii) update the list of peer group members; (iv) suspend the requirement that~~On April 15, 2022, the Company ~~maintain~~acquired privately held Chesapeake Hospitality (“Chesapeake”), a minimum Consolidated Tangible Net Worth until the first fiscal quarter beginning after June 30, 2023; and (v) revise the criteria that would constitute a Company Change of Control in order to provide the Company additional flexibility to dispose of underperforming assets negatively impacted by COVID-19. In connection with the transactions contemplated by the Credit Agreement, dated as of January 15, 2021 (the “Credit Agreement”), by and among Ashford Trust, Oaktree and the lenders party thereto, on January 15, 2021, the Company entered into the Subordination and Non-Disturbance Agreement (“SNDA”) with Ashford Trust and Oaktree pursuant to which the Company agreed to subordinate to the prior repayment in full of all obligations under the Credit Agreement, (1) prior to the later of (i) the second anniversary of the Credit Agreement and (ii) the date accrued interest “in kind” is paid in full, advisory fees (other than reimbursable expenses) in excess of 80% of such fees paid during the fiscal year ended December 31, 2019, (the “Advisory Fee Cap”) (2) any termination fee or liquidated damages amounts under the advisory agreement, or any amount owed under any enhanced return funding program in connection with the termination of the advisory agreement or sale or foreclosure of assets financed thereunder, and (3) any payments to Lismore in connection with the transactions contemplated by the Credit Agreement. See further discussion in note 13 to our condensed consolidated financial statements.

~~In January 2021, Remington executed two new~~premier third-party hotel management ~~contracts with a third-party hotel owner. In conjunction, Remington loaned approximately $2.9 million to the hotel owner.~~company. The loan requires interest only payments at an annual rate of 10% commencing on March 31, 2021. The principal balance and all accrued interest on the loan shall be due and payable to Remington in full on December 31, 2022. The note receivable is recorded with “other assets” in our condensed consolidated balance sheet.

On February 1, 2021, the base salaries for the Company’s executive officers (other than Mr. Bennett) and other employees were restored to their pre-reduction levels, and on February 3, 2021, the independent members of the Board of Directors of the Company restored Mr. Bennett’s salary to its pre-reduction level, effective as of February 1, 2021. In addition, and also effective as of February 1, 2021, the independent members of the Board of Directors ended the arrangement pursuant to which Mr. Bennett had been receiving his base salary in the form of common stock issued under the Company’s 2014 Incentive Plan, as amended, such that Mr. Bennett’s base salary will again be paid in cash.

~~On March 9, 2021, we acquired all of the redeemable noncontrolling interests in OpenKey for a purchase price of approximately $1.9 million. Pursuant to the agreement, the purchase price will be~~ paid to the seller $6.3 million in ~~equal monthly installments over~~cash, subject to certain adjustments, and issued to the seller 378,000 Series CHP Convertible Preferred Units of Ashford Holdings (the “Series CHP Units”) at $25 per Unit, for a ~~seven year term~~total value of $9.45 million. The seller also has the ability to earn up to $10.25 million of additional consideration based on its base management fee contribution for the trailing twelve month periods ending March 2024 and ~~will include interest in arrears at an annualized rate~~March 2025, respectively, for a total potential consideration of ~~4.0%.~~$26 million, subject to certain adjustments. The ~~purchase price~~first $6.3 million of such additional consideration is payable in ~~Ashford Inc.~~cash and any amounts payable in excess of such $6.3 million may be satisfied by the issuance of shares of common stock ~~including a 10% premium~~of the Company, common units of Ashford Holdings or ~~cash at our~~additional Series CHP Units, as determined by the Company in its sole discretion. AsEach Series CHP Unit will (i) have a ~~result~~liquidation value of $25 per share, (ii) be entitled to cumulative dividends at the rate of 7.28% per annum, payable quarterly in arrears, (iii) participate in any dividend or distribution on the common stock of the ~~acquisition, our ownership~~Company in ~~OpenKey increased~~addition to ~~74.76%~~the preferred dividends, (iv) be convertible into common units of Ashford Holdings at $117.50 per unit, which common units of Ashford Holdings will then be exchangeable into common stock of the Company on a 1:1 ratio and (v) provide for customary anti-dilution protections. In the event the Company fails to pay the required dividends on the Series CHP Units for two consecutive quarterly periods (a “Preferred Unit Breach”), then until such arrearage is paid in cash in full, the dividend rate on the Series CHP Units will increase to 10.00% per annum until no Preferred Unit Breach exists. Except with respect to certain protective provisions, no holder of Series CHP Units will have voting rights in its capacity as such. As long as any Series CHP Units are outstanding, the ~~remainder held by noncontrolling interest~~Company is prohibited from taking specified actions without the consent of at least 50% of the holders of Series CHP Units, including ~~17.07%~~(i) modifying the terms, rights, preferences, privileges or voting powers of the Series CHP Units or (ii) altering the rights, preferences or privileges of any Units of Ashford Holdings so as to adversely affect the Series CHP Units.

On April 15, 2022, the Company and ~~7.97% owned by~~Ashford Services agreed with Jeremy Welter, the Chief Operating Officer of the Company, that, effective July 15, 2022 (the “Resignation Date”), Mr. Welter would terminate employment with and service to the Company, Ashford Services and their affiliates. Mr. Welter is also the Chief Operating Officer of Ashford Trust and Braemar ~~respectively.~~

~~On May 3, 2021, we increased our ownership~~and accordingly his service as Chief Operating Officer of ~~RED from 84.21% to 96.0% for a total purchase price~~each of ~~$200,000. The purchase price~~Ashford Trust and Braemar will ~~be paid in~~also end effective as of the ~~Company’s common stock delivered in quarterly share distributions valued at $25,000 beginning on the closing date and ending November 15, 2022.~~Resignation Date.

Discussion of Presentation

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

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RESULTS OF OPERATIONS

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

Three Months Ended March 31, ~~2021~~2022 Compared to Three Months Ended March 31, ~~2020~~2021

The following table summarizes the changes in key line items from our condensed consolidated statements of operations for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 (in thousands):


		Three Months Ended March 31,				Favorable (Unfavorable)					Three Months Ended March 31,				Favorable (Unfavorable)
		2021		2020		$ Change		% Change			2022		2021		$ Change		% Change
REVENUE	REVENUE									REVENUE
Advisory services		$	9,927	$	11,836	$	(1,909)	(16.1)	%
Advisory services fees										Advisory services fees	$	11,802	$	9,927	$	1,875	18.9	%
Hotel management fees	Hotel management fees	4,472		6,124		(1,652)		(27.0)	%	Hotel management fees	7,178		4,472		2,706		60.5	%
Project management fees		1,542		3,938		(2,396)		(60.8)	%
Design and construction fees										Design and construction fees	4,524		1,542		2,982		193.4	%
Audio visual	Audio visual	3,611		29,674		(26,063)		(87.8)	%	Audio visual	24,965		3,611		21,354		591.4	%
Other	Other	10,629		6,691		3,938		58.9	%	Other	11,439		10,629		810		7.6	%
Cost reimbursement revenue	Cost reimbursement revenue	33,752		75,579		(41,827)		(55.3)	%	Cost reimbursement revenue	74,051		32,187		41,864		130.1	%
Total revenues	Total revenues	63,933		133,842		(69,909)		(52.2)	%	Total revenues	133,959		62,368		71,591		114.8	%
EXPENSES	EXPENSES									EXPENSES
Salaries and benefits	Salaries and benefits	15,776		16,310		534		3.3	%	Salaries and benefits	16,845		15,776		(1,069)		(6.8)	%
Cost of revenues for project management		758		1,451		693		47.8	%
Cost of revenues for design and construction										Cost of revenues for design and construction	1,910		758		(1,152)		(152.0)	%
Cost of revenues for audio visual	Cost of revenues for audio visual	4,386		20,430		16,044		78.5	%	Cost of revenues for audio visual	17,879		4,386		(13,493)		(307.6)	%
Depreciation and amortization	Depreciation and amortization	8,139		9,969		1,830		18.4	%	Depreciation and amortization	7,625		8,139		514		6.3	%
General and administrative	General and administrative	5,268		6,183		915		14.8	%	General and administrative	7,363		5,268		(2,095)		(39.8)	%
Impairment		—		178,213		178,213		100.0	%

Other	Other	3,611		4,226		615		14.6	%	Other	5,467		3,611		(1,856)		(51.4)	%
Reimbursed expenses	Reimbursed expenses	33,680		75,511		41,831		55.4	%	Reimbursed expenses	73,908		32,115		(41,793)		(130.1)	%
Total expenses	Total expenses	71,618		312,293		240,675		77.1	%	Total expenses	130,997		70,053		(60,944)		(87.0)	%
OPERATING INCOME (LOSS)	OPERATING INCOME (LOSS)	(7,685)		(178,451)		170,766		95.7	%	OPERATING INCOME (LOSS)	2,962		(7,685)		10,647		138.5	%
Equity in earnings (loss) of unconsolidated entities	Equity in earnings (loss) of unconsolidated entities	(114)		236		(350)		(148.3)	%	Equity in earnings (loss) of unconsolidated entities	190		(114)		304		266.7	%

Interest expense	Interest expense	(1,267)		(1,176)		(91)		(7.7)	%	Interest expense	(1,279)		(1,267)		(12)		(0.9)	%
Amortization of loan costs	Amortization of loan costs	(86)		(66)		(20)		(30.3)	%	Amortization of loan costs	(73)		(86)		13		15.1	%
Interest income	Interest income	63		28		35		125.0	%	Interest income	81		63		18		28.6	%

Realized gain (loss) on investments	Realized gain (loss) on investments	(194)		(375)		181		48.3	%	Realized gain (loss) on investments	(71)		(194)		123		63.4	%

Other income (expense)	Other income (expense)	(113)		(521)		408		78.3	%	Other income (expense)	147		(113)		260		230.1	%
INCOME (LOSS) BEFORE INCOME TAXES	INCOME (LOSS) BEFORE INCOME TAXES	(9,396)		(180,325)		170,929		94.8	%	INCOME (LOSS) BEFORE INCOME TAXES	1,957		(9,396)		11,353		120.8	%
Income tax (expense) benefit	Income tax (expense) benefit	951		2,085		(1,134)		(54.4)	%	Income tax (expense) benefit	(1,278)		951		(2,229)		(234.4)	%
NET INCOME (LOSS)	NET INCOME (LOSS)	(8,445)		(178,240)		169,795		95.3	%	NET INCOME (LOSS)	679		(8,445)		9,124		108.0	%
(Income) loss from consolidated entities attributable to noncontrolling interests	(Income) loss from consolidated entities attributable to noncontrolling interests	95		160		(65)		(40.6)	%	(Income) loss from consolidated entities attributable to noncontrolling interests	260		95		165		173.7	%
Net (income) loss attributable to redeemable noncontrolling interests	Net (income) loss attributable to redeemable noncontrolling interests	176		440		(264)		(60.0)	%	Net (income) loss attributable to redeemable noncontrolling interests	9		176		(167)		(94.9)	%
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(8,174)		(177,640)		169,466		95.4	%	NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	948		(8,174)		9,122		111.6	%
Preferred dividends, declared and undeclared	Preferred dividends, declared and undeclared	(8,606)		(7,875)		(731)		(9.3)	%	Preferred dividends, declared and undeclared	(9,373)		(8,606)		(767)		(8.9)	%
Amortization of preferred stock discount	Amortization of preferred stock discount	(316)		(810)		494		61.0	%	Amortization of preferred stock discount	—		(316)		316		100.0	%
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(17,096)	$	(186,325)	$	169,229	90.8	%	NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(8,425)	$	(17,096)	$	8,671	50.7	%

Net Income (Loss) Attributable to Common Stockholders. Net loss attributable to common stockholders decreased ~~$169.2~~$8.7 million to a ~~$17.1~~$8.4 million loss for the three months ended March 31, 2022 (“the 2022 quarter”) compared to the three months ended March 31, 2021 (“the 2021 quarter”) ~~compared to the three months ended March 31, 2020 (“the 2020 quarter”)~~ as a result of the factors discussed below.

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Total Revenues. Total revenues ~~decreased~~increased by ~~$69.9~~$71.6 million, or ~~52.2%~~114.8%, to ~~$63.9~~$134.0 million for the ~~2021~~2022 quarter compared to the ~~2020~~2021 quarter due to the following (in thousands):


		Three Months Ended March 31,				Favorable (Unfavorable)				Three Months Ended March 31,						Favorable (Unfavorable)
		2021		2020		$ Change		% Change				2022		2021			$ Change		% Change
Advisory services revenue:
Base advisory fee (1)		$	9,799	$	11,537	$	(1,738)	(15.1)	%
Incentive advisory fee (2)		—		170		(170)		(100.0)	%
Advisory services fees:											Advisory services fees:
Base advisory fees (1)											Base advisory fees (1)	$	11,674	$	9,799		$	1,875	19.1	%

Other advisory revenue ~~(3)~~(2)	Other advisory revenue ~~(3)~~(2)	128		129		(1)		(0.8)	%		Other advisory revenue ~~(3)~~(2)	128		128			—		—	%
Total advisory services revenue		9,927		11,836		(1,909)		(16.1)	%
Total advisory services fees revenue											Total advisory services fees revenue	11,802		9,927			1,875		18.9	%

Hotel management:
Hotel management fees:											Hotel management fees:
Base management fees	Base management fees	3,857		6,124		(2,267)		(37.0)	%		Base management fees	6,174		3,857			2,317		60.1	%
Incentive management fees	Incentive management fees	615		—		615					Incentive management fees	1,004		615			389		63.3	%
Total hotel management revenue (4)		4,472		6,124		(1,652)		(27.0)	%
Total hotel management fees revenue (3)											Total hotel management fees revenue (3)	7,178		4,472			2,706		60.5	%

Project management revenue (5)		1,542		3,938		(2,396)		(60.8)	%
Design and construction fees revenue (4)											Design and construction fees revenue (4)	4,524		1,542			2,982		193.4	%

Audio visual revenue ~~(6)~~(5)	Audio visual revenue ~~(6)~~(5)	3,611		29,674		(26,063)		(87.8)	%		Audio visual revenue ~~(6)~~(5)	24,965		3,611			21,354		591.4	%

Other revenue:	Other revenue:										Other revenue:

Watersports, ferry and excursion services (6)											Watersports, ferry and excursion services (6)	6,045		4,561			1,484		32.5	%
Debt placement and related fees (7)	Debt placement and related fees (7)	4,288		128		4,160		3,250.0	%		Debt placement and related fees (7)	2,483		4,288			(1,805)		(42.1)	%

Claims management services (8)	Claims management services (8)	17		57		(40)		(70.2)	%		Claims management services (8)	15		17			(2)		(11.8)	%

Other services (9)	Other services (9)	6,324		6,506		(182)		(2.8)	%		Other services (9)	2,896		1,763			1,133		64.3	%
Total other revenue	Total other revenue	10,629		6,691		3,938		58.9	%		Total other revenue	11,439		10,629			810		7.6	%

Cost reimbursement revenue (10)	Cost reimbursement revenue (10)	33,752		75,579		(41,827)		(55.3)	%		Cost reimbursement revenue (10)	74,051		32,187			41,864		130.1	%

Total revenues	Total revenues	$	63,933	$	133,842	$	(69,909)	(52.2)	%		Total revenues	$	133,959	$	62,368		$	71,591	114.8	%

REVENUES BY SEGMENT (11)	REVENUES BY SEGMENT (11)										REVENUES BY SEGMENT (11)
REIT advisory	REIT advisory	$	15,068	$	20,957	$	(5,889)	(28.1)	%		REIT advisory	$	19,393	$	15,068		$	4,325	28.7	%
Remington	Remington	32,374		70,456		(38,082)		(54.1)	%		Remington	70,507		30,809			39,698		128.9	%
Premier	Premier	1,944		5,152		(3,208)		(62.3)	%		Premier	6,226		1,944			4,282		220.3	%
JSAV		3,611		29,674		(26,063)		(87.8)	%
INSPIRE											INSPIRE	25,022		3,611			21,411		592.9	%
RED											RED	6,045		4,561			1,484		32.5	%
OpenKey	OpenKey	454		522		(68)		(13.0)	%		OpenKey	382		454			(72)		(15.9)	%
Corporate and other	Corporate and other	10,482		7,081		3,401		48.0	%		Corporate and other	6,384		5,921			463		7.8	%
Total revenues	Total revenues	$	63,933	$	133,842	$	(69,909)	(52.2)	%		Total revenues	$	133,959	$	62,368		$	71,591	114.8	%

________

(1)The ~~decrease~~increase in base advisory ~~fee~~fees is primarily due to ~~lower~~higher revenue of ~~$1.7~~$1.5 million from Ashford Trust and ~~lower~~higher revenue of ~~$75,000~~$394,000 from Braemar. Advisory fees earned from Ashford Trust during the ~~three months ended March 31,~~ 2021 quarter excluded $1.5 million of advisory fees that were ~~constrained and~~ deferred as a result of the $29.0 million annual Advisory Fee Cap. ~~The deferred fees are included in deferred revenue in our condensed consolidated balance sheet.~~ See note 3 ~~of our condensed consolidated financial statements~~ for discussion of the advisory services revenue recognition policy.

(2) The incentive advisory fee for the 2020 quarter includes the pro-rata portion of the third year installment of the Braemar 2018 incentive advisory fee in the amount of $170,000. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in our advisory agreements. Ashford Trust’s annual total stockholder return has not met the incentive fee threshold in any of the annual measurement periods subsequent to the 2016 measurement period. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2020 and 2019 measurement periods.

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

~~(4)~~(3) The ~~decrease~~increase in hotel management fees revenue is primarily due ~~lower~~to increases in incentive management fees of $247,000 and $123,000 from Ashford Trust and Braemar, respectively, and higher base management fees from Ashford Trust, Braemar

and ~~Braemar~~third parties of ~~$2.3~~$1.6 million and ~~$24,000,~~$369,000 and $323,000, respectively, due to ~~COVID-19 partially offset by incentive management fees of $536,000 and $79,000~~increased demand compared to the 2021 quarter as the industry recovers from ~~Ashford Trust and Braemar, respectively.~~COVID-19.

~~(5)~~(4) The ~~decrease~~increase in ~~project management~~design and construction fees revenue is due to ~~lower~~higher revenue from Ashford Trust and Braemar of ~~$2.7~~$2.1 million and ~~$472,000,~~$1.0 million, respectively, due to ~~reduced~~increased capital expenditures by our clients as ~~a result of COVID-19, offset by an~~the industry continues to recover from COVID-19.

(5) The $21.4 million increase in ~~project management~~audio visual revenue is due to a recovery in operations as the industry recovers from ~~third parties of $755,000.~~COVID-19.

(6) The ~~$26.1~~$1.5 million ~~decrease~~increase in ~~audio visual~~watersports, ferry and excursion services revenue is due to $780,000 in revenue from RED’s expansion in the ~~result~~Turks and Caicos Islands in the third quarter of 2021 and increased demand for RED’s recreational services in the U.S. Virgin Islands and Key West, Florida as the U.S. travel and hospitality industry continues to recover from COVID-19.

(7) The ~~increase~~decrease in debt placement and related fee revenue is due to ~~higher~~lower revenue of ~~$3.3~~$1.1 million from Ashford Trust and ~~higher~~lower revenue of ~~$853,000~~$663,000 from Braemar. Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. The ~~increase is primarily due to Lismore’s respective agreements~~2022 quarter does not include revenue from the Braemar Agreement with ~~Ashford Trust and Braemar for providing modifications, forbearances or refinancings of Ashford Trust and Braemar’s loans~~Lismore which expired in ~~the 2021 period due to the financial impact from COVID-19.~~March 2021.

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

(9) The ~~decrease~~increase in other services revenue is primarily due to ~~decreased~~higher revenue of $1.1 million in the 2022 quarter from Marietta ~~of $1.4 million from a decrease in operations~~ due to ~~COVID-19 partially offset by increased revenue from RED of $1.2 million during~~a recovery in the 2022 quarter compared to the 2021 quarter. Other services revenue ~~primarily~~ relates to other hotel services provided by our consolidated subsidiaries, OpenKey ~~RED~~ and Pure Wellness, to Ashford Trust, Braemar and other ~~third-parties,~~third parties and also includes Marietta.

(10) The ~~decrease~~increase in cost reimbursement revenue is primarily due to ~~a decrease~~an increase in Remington’s cost reimbursement revenue of ~~$36.5~~$36.8 million in the 2022 quarter due a recovery in operations in the 2022 quarter compared to the 2021 quarter ~~as a result~~and an increase of ~~declines in hotel operations due to COVID-19 and a decrease of $3.9~~$2.5 million in cost reimbursement revenue in the ~~2021~~2022 quarter related to reimbursable advisory expenses for Ashford Trust and ~~Braemar due to management’s cost reductions in response to COVID-19.~~Braemar.

(11) See note 1516 to our condensed consolidated financial statements for discussion of segment reporting.

Salaries and Benefits Expense. Salaries and benefits expense ~~decreased~~increased by ~~$534,000,~~$1.1 million, or ~~3.3%~~6.8%, to ~~$15.8~~$16.8 million for the ~~2021~~2022 quarter compared to the ~~2020~~2021 quarter. The change in salaries and benefits expense consisted of the following (in thousands):


		Three Months Ended March 31,								Three Months Ended March 31,
			2021		2020		$ Change				2022		2021		$ Change
Cash salaries and benefits:
Salaries and benefits:									Salaries and benefits:
Salary expense(1)	Salary expense(1)		$	8,706	$	11,387	$	(2,681)	Salary expense(1)		$	9,628	$	8,706	$	922
Bonus expense	Bonus expense		4,271		3,600		671		Bonus expense		4,244		4,271		(27)
Benefits related expenses	Benefits related expenses		1,503		2,706		(1,203)		Benefits related expenses		2,163		1,503		660
Total cash salaries and benefits (1)			14,480		17,693		(3,213)
Total salaries and benefits									Total salaries and benefits		16,035		14,480		1,555
Non-cash equity-based compensation:	Non-cash equity-based compensation:								Non-cash equity-based compensation:
Stock option grants (2)	Stock option grants (2)		1,006		2,089		(1,083)		Stock option grants (2)		354		1,006		(652)
Employee equity grant expense	Employee equity grant expense		232		105		127		Employee equity grant expense		345		232		113

Total non-cash equity-based compensation			1,238		2,194		(956)
Total equity-based compensation									Total equity-based compensation		699		1,238		(539)
Non-cash (gain) loss in deferred compensation plan (3)	Non-cash (gain) loss in deferred compensation plan (3)		58		(3,577)		3,635		Non-cash (gain) loss in deferred compensation plan (3)		111		58		53
Total salaries and benefits	Total salaries and benefits		$	15,776	$	16,310	$	(534)	Total salaries and benefits		$	16,845	$	15,776	$	1,069

________

(1)The ~~decrease~~increase in ~~cash salaries and benefits in the 2021 quarter~~salary expense is primarily due to ~~management significantly reducing~~an increase in corporate employees at both the Company’s corporate office and our subsidiaries’ corporate offices compared to the 2021 quarter as the industry continues to recover from COVID-19. The increase is additionally due to an increase in RED’s corporate employees compared to 2021 as RED began operating ~~expenses~~ in ~~response to COVID-19~~Turks and Caicos in ~~March~~the third quarter of ~~2020.~~2021.

(2)The decrease in stock option grant related expense in the ~~2021~~2022 quarter primarily relates to the ~~forfeiture of 98,603 options from the voluntary resignation of Douglas A. Kessler, Senior Managing Director of the Company, in May of 2020 and due to the~~ Company not issuing ~~any~~ stock option grants ~~during fiscal year~~beginning in 2020 (when the Company began to issue restricted stock in lieu of stock options under its equity incentive program).

(3) The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The loss in the

5450

~~2021~~2022 quarter and ~~the gain~~ in the ~~2020~~2021 quarter are primarily attributable to increases ~~and decreases~~ in the fair value of the DCP obligation ~~respectively.~~which is based on the Company’s common stock price. See note 1213 to our condensed consolidated financial statements.

Cost of Revenues for ~~Project Management.~~Design and Construction. Cost of revenues for ~~project management decreased $693,000,~~design and construction increased $1.2 million, or ~~47.8%~~152.0% to $1.9 million during the 2022 quarter compared to $758,000 ~~during~~for the 2021 quarter ~~compared to $1.5 million for the 2020 quarter~~ due to ~~reduced~~increased capital expenditures by our clients as ~~a result of~~the industry recovers from COVID-19.

Cost of Revenues for Audio Visual. Cost of revenues for audio visual ~~decreased $16.0~~increased $13.5 million, or ~~78.5%~~307.6%, to $17.9 million during the 2022 quarter compared to $4.4 million ~~during~~for the 2021 ~~quarter compared to $20.4 million for the 2020~~ quarter, primarily due to ~~a significant decline in business and cost control initiatives implemented by JSAV in~~increased operations as the ~~United States, Mexico and the Dominican Republic as a result of~~industry recovers from COVID-19.

Depreciation and Amortization Expense. Depreciation and amortization expense decreased by ~~$1.8 million,~~$514,000, or ~~18.4%~~6.3%, to ~~$8.1~~$7.6 million for the ~~2021~~2022 quarter compared to the ~~2020~~2021 quarter, primarily due to ~~the write-off of $6.4 million of~~a decrease in FF&E ~~in the third quarter of 2020~~ related to ~~FF&E formerly leased to~~the respective ERFP agreements with Ashford Trust ~~under~~and Braemar compared to the Ashford Trust ERFP Agreement upon Ashford Trust’s sale of the Embassy Suites New York Manhattan Times Square and the sale of FF&E in the fourth quarter of 2020 to Braemar for FF&E formerly leased to Braemar under the Braemar ERFP Agreement at the expiration of the lease.2021 quarter. Depreciation and amortization expense for the ~~2021~~2022 quarter and the ~~2020~~2021 quarter excludes depreciation expense related to audio visual equipment of ~~$1.3~~$1.2 million and ~~$1.2~~$1.3 million, respectively, which is included in “cost of revenues for audio visual” and also excludes depreciation expense for the ~~2021~~2022 quarter and the ~~2020~~2021 quarter related to marine vessels in the amount of ~~$220,000~~$286,000 and ~~$200,000,~~$220,000, respectively, which are included in “other” operating expense.

General and Administrative Expense. General and administrative expenses ~~decreased~~increased by ~~$0.9~~$2.1 million, or ~~14.8%~~39.8%, to ~~$5.3~~$7.4 million for the ~~2021~~2022 quarter compared to the ~~2020~~2021 quarter. The change in general and administrative expense consisted of the following (in thousands):


		Three Months Ended March 31,								Three Months Ended March 31,
			2021		2020		$ Change				2022		2021		$ Change
Professional fees	Professional fees		$	1,778	$	1,342	$	436	Professional fees		$	2,097	$	1,778	$	319
Office expense(1)	Office expense(1)		1,834		2,470		(636)		Office expense(1)		2,441		1,834		607
Public company costs	Public company costs		170		102		68		Public company costs		227		170		57
Director costs	Director costs		447		109		338		Director costs		397		447		(50)
Travel and other expense ~~(1)~~(2)	Travel and other expense ~~(1)~~(2)		961		2,065		(1,104)		Travel and other expense ~~(1)~~(2)		1,986		961		1,025
Non-capitalizable - software costs	Non-capitalizable - software costs		78		95		(17)		Non-capitalizable - software costs		215		78		137
Total general and administrative	Total general and administrative		$	5,268	$	6,183	$	(915)	Total general and administrative		$	7,363	$	5,268	$	2,095

________

(1) The ~~decrease~~increase in office expenses in the 2022 quarter is primarily due to increases within INSPIRE related to the industry’s recovery from COVID-19 compared to the 2021 quarter.

(2) The increase in travel and other expense is primarily due to increases in the ~~2021 quarter is primarily from decreased~~Company’s business travel ~~due to COVID-19.~~

~~Impairment.~~Inin the ~~2020~~2022 quarter as ~~a result of our reduced cash flow projections and~~ the ~~significant decline in our market capitalization as a result of the COVID-19 pandemic, we concluded that sufficient indicators existed~~Company’s subsidiaries’ operations accelerated compared to require us to perform an interim quantitative assessment of goodwill and intangible assets. As a result, we recorded goodwill impairment charges of $170.6 million and intangible asset impairment charges of $7.6 million. There were $178.2 million impairment charges for the 2020 quarter. No impairment charges were recorded during the 2021 quarter. ~~See notes 4 and 6~~The increase is also due to ~~our condensed consolidated financial statements.~~an increase in advertising expense at INSPIRE associated with their strategic rebranding from JSAV to INSPIRE.

Other. Other operating expense ~~was $3.6~~increased $1.9 million, ~~and $4.2~~or 51.4%, to $5.5 million for the 2022 quarter compared to the 2021 ~~quarter~~quarter. The increase was primarily caused by operating expenses associated with RED and ~~the 2020 quarter, respectively.~~Marietta as their operations increased due to their respective recoveries from COVID-19’s impact on their operations. Other operating ~~expense includes cost of goods sold, depreciation, and royalties associated with OpenKey, RED and Pure Wellness and costs related to Marietta. Other operating expense~~expenses for the ~~2021~~2022 quarter ~~additionally~~also includes a loss on sale of FF&E previously leased to Ashford Trust of ~~$352,000. See note 13to our condensed consolidated financial statements.~~$706,000. Other operating expense also includes cost of goods sold, royalties and operating expenses associated with OpenKey and Pure Wellness.

Reimbursed Expenses. Reimbursed expenses ~~decreased~~increased $41.8 million to ~~$33.7~~$73.9 million during the ~~2021~~2022 quarter compared to ~~$75.5~~$32.1 million for the ~~2020~~2021 quarter primarily due to ~~a decrease~~an increase in hotel management reimbursed expenses incurred by Remington due to ~~management’s curtailing expenses and declines~~a recovery in hotel operations in ~~response~~the 2022 quarter compared to ~~COVID-19.~~the 2021 quarter.

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

5551


		Three Months Ended March 31,							Three Months Ended March 31,
		2021		2020		$ Change			2022		2021		$ Change
Cost reimbursement revenue	Cost reimbursement revenue	$	33,752	$	75,579	$	(41,827)	Cost reimbursement revenue	$	74,051	$	32,187	$	41,864
Reimbursed expenses	Reimbursed expenses	33,680		75,511		(41,831)		Reimbursed expenses	73,908		32,115		41,793
Net total	Net total	$	72	$	68	$	4	Net total	$	143	$	72	$	71

Equity in Earnings (Loss) of Unconsolidated Entities. Equity in earnings (loss) of unconsolidated entities ~~was~~were earnings of $190,000 and a loss of $114,000 ~~and earnings of $236,000~~ for the ~~2021~~2022 quarter and the ~~2020~~2021 quarter, respectively. Equity in earnings (loss) of unconsolidated entities primarily represents earnings (loss) in our equity method investment in REA Holdings. See note 2 to our condensed consolidated financial statements.

Interest Expense. Interest expense ~~increased to $1.3 million from $1.2 million~~remained steady for the 2022 quarter compared to the 2021 ~~quarter and the 2020 quarter, respectively, related~~quarter. Interest expense relates to ~~increases in~~ our Term Loan Agreement and notes payable, lines of credit and finance leases held by our consolidated subsidiaries. See notes 2 and 5 to our condensed consolidated financial statements.

Amortization of Loan Costs. Amortization of loan costs was ~~$86,000~~$73,000 and ~~$66,000~~$86,000 for the ~~2021~~2022 quarter and the ~~2020~~2021 quarter, respectively, related to our Term Loan Agreement and notes payable held by our consolidated subsidiaries. See notes 2 and 5 to our condensed consolidated financial statements.

Interest Income. Interest income was $81,000 and $63,000 for the 2022 quarter and ~~$28,000 for~~ the 2021 quarter, ~~and the 2020 quarter,~~ respectively. See note 2 to our condensed consolidated financial statements.

Realized Gain (Loss) on Investments. Realized loss on investments was ~~$194,000~~$71,000 and ~~$375,000~~$194,000 for the ~~2021~~2022 quarter and the ~~2020~~2021 quarter, respectively. The realized loss on investments ~~relates~~for the 2022 quarter and the 2021 quarter primarily relate to realized losses on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees. See note 7 to our condensed consolidated financial statements.

Other Income (Expense). Other ~~expense~~income (expense) was income of $147,000 and expense of $113,000 ~~and $521,000~~ in the ~~2021~~2022 quarter and the ~~2020~~2021 quarter, respectively.

Income Tax (Expense) Benefit. Income tax (expense) benefit changed by ~~$1.1~~$2.2 million from ~~a $2.1 million benefit in the 2020 quarter to~~ a $951,000 benefit in the 2021 ~~quarter.~~quarter to $1.3 million of expense in the 2022 quarter due to an increase in operations. Current income tax expense changed by ~~$1.5~~$2.9 million from ~~$1.2~~a $343,000 benefit in the 2021 quarter to $2.6 million in expense in the ~~2020 quarter to a $308,000 benefit in the 2021~~2022 quarter. Deferred income tax ~~(expense)~~ benefit changed by ~~$2.7 million~~$731,000 from ~~a $3.3 million benefit in the 2020 quarter to~~ a $607,000 benefit in the 2021 ~~quarter. The difference in income tax (expense) benefit is related~~quarter to a ~~decrease~~$1.3 million benefit in ~~operations and non-taxable or non-deductible GAAP items, primarily impairment.~~the 2022 quarter.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. The noncontrolling interests in consolidated entities were allocated a loss of ~~$95,000~~$260,000 in the ~~2021~~2022 quarter and a loss of ~~$160,000~~$95,000 in the ~~2020~~2021 quarter. See notes 2 and 910 to our condensed consolidated financial statements for more details regarding ownership interests, carrying values and allocations.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests. The redeemable noncontrolling interests were allocated a loss of $9,000 in the 2022 quarter and loss of $176,000 in the 2021 ~~quarter and loss of $440,000~~quarter. The change in the ~~2020~~2022 quarter compared to the 2021 quarter is due primarily to the Company’s acquisition of all of the redeemable noncontrolling interests in OpenKey in the 2021 quarter. Redeemable noncontrolling interests ~~represented~~represents ownership interests in Ashford Holdings and, ~~certain of our consolidated subsidiaries.~~in the 2021 quarter, OpenKey. For a summary of ownership interests, carrying values and allocations, see notes 2 and 1011 to our condensed consolidated financial statements.

Preferred Dividends, Declared and Undeclared. Preferred dividends, declared and undeclared, increased ~~$731,000~~$767,000 to $9.4 million during the 2022 quarter compared to $8.6 million ~~during~~for the 2021 quarter ~~compared to $7.9 million for the 2020 quarter, primarily~~ due to the increase in the dividend rate of the Series D Convertible Preferred Stock which occurred on November 6, ~~2020, from 6.59% to 6.99%~~2021 and due to ~~$253,000 of~~ accumulating and compounding dividends related to ~~the~~ undeclared preferred stock ~~for the second and fourth quarters of 2020.~~dividends. See note 1011 to our condensed consolidated financial statements.

Amortization of Preferred Stock Discount. The amortization of preferred stock discount decreased ~~$494,000~~$316,000 to $0 during the 2022 quarter compared to $316,000 ~~during~~from the 2021 quarter ~~compared to $810,000 from the 2020 quarter, primarily~~ due to the ~~increase in~~ending of the amortization period on the dividend rate of the Series D Convertible Preferred Stock on November 6, ~~2020, from 6.59% to 6.99%.~~2021. See note 1011 to our condensed consolidated financial statements.

5652

LIQUIDITY AND CAPITAL RESOURCES

~~COVID-19, Management’s Plans and Liquidity~~

In December 2019, COVID-19 was identified in Wuhan, China, which subsequently spread to other regions of the world, and has resulted in significant travel restrictions and extended shutdown of numerous businesses in every state in the United States. In March 2020, the World Health Organization declared COVID-19 to be a global pandemic. Our clients Ashford Trust and Braemar have reported that the negative impact on room demand within their respective portfolios stemming from COVID-19 is significant, which has resulted and is expected to result in significantly reduced occupancy and RevPAR. Furthermore, theThe prolonged presence of COVID-19 has continued to impact the ~~virus has resulted in health~~Company’s operating results and other government authorities imposing widespread restrictions on travel and other businesses. The hotel industry has experienced postponement or cancellation of a significant number of business conferences and similar events. Following the government mandates and health official orders,cash flows. However, the Company ~~dramatically reduced staffing~~has taken significant steps to improve its operating results and expenses at its products and services businesses and at our corporate office. COVID-19 has had a significant negative impact on the Company’s operations and financial results to date. In addition, one or more possible recurrences of COVID-19 cases could result in further reductions in business and personal travel and could cause state and local governments to reinstate travel restrictions. The Company expects that the COVID-19 pandemic willliquidity. We continue to have a significant negative impact on the Company’s results of operations, financial position and cash flow in 2021 and potentially beyond. As a result, in March 2020, the Company amended payment terms pursuant to certain hotel management agreements to better manage corporate working capital, reduced planned capital expenditures, significantly reduced operating expenses and reduced the cash compensation of its executive officers and other employees, including an arrangement pursuant to which Mr. Bennett received his base salarysee improvement in the ~~form~~operations of common stock issued under the Company’s 2014 Incentive Plan, as amended. Additionally, the Company did not declare dividends which were due with respect to its Series D Convertible Preferred Stock for the second and fourth quarters of 2020. As of March 31, 2021, the Company had aggregate undeclared preferred stock dividends of approximately $16.5 million which relates to the second and fourth quarters of 2020.

~~We cannot predict when hotel operating levels at~~ our clients, Ashford Trust and Braemar, ~~will return~~and our subsidiaries as the industry continues to normalized levels after the effects of the pandemic subside, whether our clients’ hotels will be forced to shut down operations or whether one or more governmental entities may impose additional travel restrictions due to a resurgence of COVID-19 cases in the future. As a result of these factors resultingrecover from ~~the impact of the pandemic, we are unable to estimate future financial performance with certainty. However, based primarily on our assessment of the ability of our key customers,~~COVID-19. Ashford Trust ~~and~~previously disclosed that it expects to achieve pre-pandemic hotel operating levels by 2024. Additionally, Braemar has previously disclosed that it expects to pay their obligations to the Company in accordance with the advisory agreements, the Company has concluded that management’s current plan alleviates the substantial doubt about its ability to continue as a going concern. Additional factors considered in our assessment include our completed loan amendments, other agreements, our current cash on hand, our forecast of futureachieve pre-pandemic hotel operating ~~results for the next 12 months from the date of this report and the actions we have taken to improve our liquidity.~~levels by 2023. Facts and circumstances related to COVID-19 could change in the future that are outside of management’s control, such as changes in Ashford Trust’s and Braemar’s financial position and liquidity, ~~additional government mandates, health official orders, travel restrictions~~that could impact future operating results, future cash flows and ~~extended business shutdowns due~~our ability to ~~COVID-19. See notes 5 and 13 to our condensed consolidated financial statements.~~

pay dividends on the Series D Convertible Preferred Stock.

Loan Agreements—On ~~March 29, 2021,~~April 1, 2022, the Company ~~amended our~~entered into the Credit Agreement with Mustang Lodging Funding LLC, as administrative agent, and the lenders from time to time party thereto. The Credit Agreement evidences the Credit Facility in the amount of $100 million, including a $50 million term loan funded upon closing and commitments to fund up to an additional $50 million of term loans in up to five separate borrowings within 24 months after the Closing Date, subject to certain conditions. The Company used a portion of the proceeds from the Credit Agreement to pay off the remaining $26.6 million balance of the Company’s existing Term Loan Agreement ~~with Bank~~as of ~~America, N.A. The Seventh Amendment (a) increases~~March 31, 2022 and pay dividends to the ~~required amortization rate from 1.25% to 2.50% each quarter commencing July 1, 2021, (b) requires~~holders of the Series D Convertible Preferred Stock as stated below. On April 18, 2022, the Company drew an additional $20.0 million on the Credit Facility. The Credit Facility is a five-year interest-only facility with all outstanding principal due at maturity, with three successive one-year extension options subject to maintain a minimum liquidity of $15.0 million at all times, including pro forma for preferred dividends, and (c) restricts dividends and stock repurchases, other than preferred dividends, so long as there is no defaultan increase in the interest rate during each extension period. Borrowings under the ~~Term Loan Agreement. Principal payment amounts are~~Credit Agreement will bear interest, at the Company’s option, at either the Eurodollar Rate (defined as LIBOR or a comparable or successor rate, with a floor of 0.25%) plus an applicable margin, or the base rate (defined as the highest of the federal funds rate plus 0.50%, the prime rate or the Eurodollar Rate plus 1.00%, with a floor of 1.25%) plus an applicable margin. The applicable margin for borrowings under the Credit Agreement for Eurodollar loans will be 7.35% per annum and the applicable margin for base rate loans will be 6.35% per annum, with increases to both applicable margins of 0.50%, 0.75% and 1.00% per annum during each of the three extension periods, respectively. The remaining undrawn balance of the Credit Facility is subject to ~~maintaining a fixed charge coverage~~an unused fee of 1.0%.

The Credit Facility does not require the maintenance of financial covenants, but if the ratio ~~below specified thresholds which if not met increase~~(the “Leverage Ratio”) of consolidated funded indebtedness that is recourse to the ~~principal payment due each quarter from 2.50%~~Company or any guarantor (less unrestricted cash) to ~~5.0%~~consolidated EBITDA of the ~~outstanding principal balance. Upon signing~~Company and its subsidiaries is greater than 4.00 to 1.00 as of the ~~Seventh Amendment,~~end of any fiscal quarter during the term of the loan, including any extension period, then the Company ~~made a $5.0 million prepayment~~is required to ~~Bank of America, N.A. as consideration for their execution and delivery~~apply 100% of the ~~Seventh Amendment. The~~excess cash flow generated during such fiscal quarter to prepay the term loans. During any extension period, the Company is also ~~subject~~required to apply 100% of the excess cash flow generated during such period to prepay the term loans. The Company may not pay dividends on the Company’s shares of common stock or preferred stock if the Leverage Ratio is greater than 3.00 to 1.00 after giving effect to the payment of such dividends. The Credit Agreement is guaranteed by the Company, Ashford LLC, and certain ~~financial covenants.~~subsidiaries of the Company, and secured by, among other things, all of the assets of Ashford LLC and each guarantor and a pledge of the equity interests in Ashford LLC and each guarantor. As of March 31, ~~2021,~~2022, our ~~Term Loan~~Credit Agreement was in compliance with all covenants or other ~~requirements. Debt~~requirements and debt held by our subsidiaries was in compliance with all covenants or other requirements. The Company does not expect our ~~Term Loan~~Credit Agreement and debt held by our subsidiaries to violate any loan covenants within one year of the issuance of the financial ~~statements, outside of our consideration of JSAV. See discussion regarding JSAV’s outstanding debt in “COVID-19, Management’s Plans and Liquidity” above.~~statements.

Certain segments of our business are capital intensive and may require additional financing from time to time. Any additional financings, if and when pursued, may not be available on favorable terms or at all, which could have a negative impact on our liquidity and capital resources. Aggregate portfolio companies’ notes payable, net ~~was $28.9~~were $29.2 million and ~~$29.1~~$30.6 million as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. For further discussion see note 5 to our condensed consolidated financial statements.

Preferred stock dividends—~~On March 25, 2021, the Company declared dividends which were due with respect to its Series D Convertible Preferred Stock for the first quarter of 2021.~~ The declared $8.4 million of dividends were paid on April 15, 2021. As of March 31, 2021, the Company had aggregate undeclared preferred stock dividends of approximately $16.5 million which relates to the second and fourth quarters of 2020. All dividends, declared and undeclared, are recorded as a reduction in net income (loss) in the period incurred in our condensed consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stockindependent members of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid dividends, declared and undeclared, totaling $24.9 million at March 31, 2021, are recorded as a liability in our condensed consolidated balance sheets as “dividends payable”.

~~The~~ Board ~~plans~~plan to revisit the dividend payment policy with respect to the Series D Convertible Preferred Stock on an ongoing basis. The independent members of the Board ~~believes~~believe that the deferral of certain preferred dividends will provide the Company with additional funds to meet its ongoing liquidity needs.

As of March 31, 2022, the Company had aggregate undeclared preferred stock dividends of approximately $35.2 million, which relates to the second and fourth quarters of 2020 and the second and fourth quarters of 2021. On April 10, 2022, the Board declared a cash dividend on the Company’s Series D Convertible Preferred Stock for accrued and unpaid dividends for the quarters ending June 30, 2020 and December 31, 2020 to stockholders of record as of April 11, 2022. The Company paid the dividend of approximately $17.8 million, or $0.932 per share of Series D Convertible Preferred Stock, on April 15, 2022. Dividends for the Series D Convertible Preferred Stock remain in arrears for the quarters ending June 30, 2021 and December 31, 2021. On April 15, 2022, the Company additionally paid $8.7 million of dividends previously declared by the Board with respect to the Company’s Series D Convertible Preferred Stock for the first quarter of 2022.

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

On March 13, 2020, the Company entered into ~~the~~an Extension Agreement related to the Ashford Trust ERFP Agreement. Under the terms of the Extension Agreement, the deadline to fund the remaining ERFP commitment under the Ashford Trust ERFP Agreement of $11.4 million, was extended from January 22, 2021 to December 31, 2022. As of March 31, ~~2021,~~2022, the Company has no remaining ERFP commitment to Braemar under the Braemar ERFP Agreement. See note 89 to our condensed consolidated financial statements.

On November 8, 2021, the Company delivered written notice to Braemar of the ~~Ashford Trust~~Company’s intention not to renew the Braemar ERFP Agreement. As a result, the Braemar ERFP Agreement ~~we intend to amend the Second Amended and Restated Advisory Agreement, dated~~terminated in accordance with its terms on January ~~14, 2021, to reflect certain changes necessary in connection with the expiration of the Ashford Trust ERFP Agreement.~~15, 2022.

Other liquidity considerations—On December 5, 2017, the Board approved a stock repurchase program pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, having an aggregate value of up to $20 million. No shares were repurchased under the stock repurchase program during the three months ended March 31, ~~2021.~~2022.

~~During~~

Our deferred compensation plan currently has only one participant, Mr. Monty J. Bennett, our Chairman and Chief Executive Officer. Mr. Monty J. Bennett has elected to invest his deferred compensation account in our common stock. As a result, we have an obligation to issue approximately 196,000 shares of our common stock to Mr. Monty J. Bennett in quarterly installments over five years beginning in 2024. Mr. Monty J. Bennett may postpone all or a portion of the ~~first quarter~~distributions, for a minimum of 2020, we paid the remainder of contingent consideration due to the BAV Sellers in connection with the acquisition of BAV, including $350,000 related to the earn-out which was paid on January 11, 2021, and the final stock collar consideration payments in the amount of $870,000 and $888,000 which were paid on February 1, 2021 and March 4, 2021, respectively.

In connection with the transactions contemplated by the Credit Agreement, dated as of January 15, 2021 (the “Credit Agreement”), by and among Ashford Trust, Oaktree and the lenders party thereto, on January 15, 2021,5 years, if he notifies the Company entered into the Subordination and Non-Disturbance Agreement (the “SNDA”) with Ashford Trust and Oaktree pursuant to which the Company agreed to subordinate to the prior repayment in full of all obligations under the Credit Agreement, (1)12 months prior to the ~~later~~scheduled distributions. As of ~~(i)~~March 31, 2022, the ~~second anniversary~~fair value of the ~~Credit Agreement~~DCP liability was $3.4 million.

The Company has commitments related to cash compensation for the departure of one of our executive officers which include a cash payment of $750,000 on July 15, 2022, and ~~(ii) the date accrued interest “in kind” is paid~~monthly cash payments of approximately $267,000 per month payable in ~~full, advisory fees (other than reimbursable expenses)~~equal monthly installments over a 24 month period beginning in ~~excess~~August of 80% of such fees paid during the fiscal year ended December 31, 2019, (the “Advisory Fee Cap”) (2) any termination fee or liquidated damages amounts under the advisory agreement, or any amount owed under any enhanced return funding program in connection with the termination of the advisory agreement or sale or foreclosure of assets financed thereunder, and (3) any payments to Lismore in connection with the transactions contemplated by the Credit Agreement. See additional discussion in notes 3 and 13 to our condensed consolidated financial statements.2022.

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

Sources and Uses of Cash

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, we had ~~$34.0~~$29.8 million and ~~$45.3~~$37.6 million of cash and cash equivalents, respectively, and ~~$35.0~~$33.7 million and ~~$37.4~~$34.9 million of restricted cash, respectively. Our principal sources of funds to meet our cash requirements include: net cash provided by operations and existing cash balances, ~~and borrowing on~~which include borrowings from our existing lending agreements. Additionally, our principal uses of funds are expected to include possible operating shortfalls, capital expenditures, preferred dividends, ~~and~~ debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:

Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows used in operating activities were $5.7 million for the three months ended March 31, 2022 compared to net cash flows used in operating activities of $5.4 million for the three months ended March 31, ~~2021 compared to net cash flows provided by operating activities of $4.3 million for the three months ended March 31, 2020.~~2021. The decrease in cash flows from operating activities ~~in the three months ended March 31, 2021~~ was primarily due to ~~a decrease in earnings due to COVID-19 and decreases in cash flows due to the timing of receipt of our receivables from Braemar and payments of accounts payable offset by~~ the timing of receipt of our receivables from Ashford Trust and third ~~parties~~parties. These decreases in cash flows provided by operating activities were offset by an increase in earnings due to a recovery in the Company’s operations in the three months ended March 31, ~~2021.~~2022 from the effects of the COVID-19 pandemic.

Net Cash Flows Provided by (Used in) Investing Activities. For the three months ended March 31, 2022, net cash flows used in investing activities were $351,000. These cash flows consisted of capital expenditures primarily of FF&E and audio visual equipment totaling $1.3 million, capital expenditures of $455,000 for RED’s marine vessels, and an investment in an unconsolidated entity of $400,000. These were offset by cash inflows of $406,000 in proceeds received from the sale of FF&E to Ashford Trust and proceeds from a note receivable of $1.4 million.

For the three months ended March 31, 2021, net cash flows used in investing activities were $3.0 million. These cash flows consisted of the issuance of a note receivable of $2.9 million, purchases of Ashford Trust and Braemar common stock related to Remington’s employee compensation plan of $873,000, capital expenditures of $637,000 for RED’s marine vessels and capital expenditures of FF&E of $491,000, offset by cash inflows of $1.9 million primarily from proceeds received in 2021 from the sale of FF&E to Braemar in the fourth quarter of 2020.

For the three months ended March 31, 2020, net cash flows used in investing activities were $3.4 million. These cash flows consisted of capital expenditures of $2.0 million primarily for audio visual equipment, a $1.3 million working capital payment to the sellers of Remington Lodging related to the acquisition in November of 2019 and $147,000 for RED’s marine vessels offset by cash inflows of $57,000 for proceeds from disposals of audio visual equipment.

Net Cash Flows Provided by (Used in) Financing Activities. For the three months ended March 31, 2022, net cash flows used in financing activities were $2.8 million. These cash flows consisted of $1.6 million of payments on notes payable, $208,000 of payments on finance leases, purchases of $218,000 of treasury stock, $61,000 of loan cost payments, $615,000 of net payments on our revolving credit facilities, and net repayments in advances to employees of $246,000 associated with tax withholdings for restricted stock vesting. These were offset by $61,000 of proceeds from borrowings on notes payable.

For the three months ended March 31, 2021, net cash flows used in financing activities were $5.1 million. These cash flows consisted of $5.1 million of payments on notes payable, $332,000 of payments on our revolving credit facilities, purchases of $102,000 of treasury stock and $61,000 of payments on finance leases. These were offset by $325,000 of proceeds from borrowings on notes payable and employee advances of $245,000 associated with tax withholdings for restricted stock vesting.

For the three months ended March 31, 2020, net cash flows provided by financing activities were $21.2 million. These cash flows consisted of $29.5 million of proceeds from borrowings on notes payable, $77,000 of contributions from noncontrolling interests in a consolidated entity, and employee advances of $124,000 associated with tax withholdings for restricted stock vesting. These were offset by $4.7 million of payments for dividends on our preferred stock, $2.3 million of net payments on our revolving credit facilities, $819,000 of payments on notes payable, $282,000 of payments on finance leases and $290,000 of loan cost payments.

Seasonality

Quarterly revenues may be adversely affected by events beyond our control, such as the COVID-19 pandemic and government-issued travel restrictions in response, extreme weather conditions, natural disasters, terrorist attacks or alerts, civil unrest, government shutdowns, airline strikes or reduced airline capacity, economic factors and other considerations affecting travel and ~~hospitality~~ products and services. To the extent that cash flows from operations are insufficient during any quarter due to temporary or seasonal fluctuations in revenues, we expect to utilize cash on hand or borrowings to fund operations.

~~Off-Balance Sheet Arrangements~~

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

~~Long-term liability of our subsidiary compensation plan~~

We do not record on the balance sheet the long-term liability portion of the Ashford Trust and Braemar shares purchased by Remington Lodging on the open market and held for the purpose of providing compensation to certain employees as granted under our subsidiary compensation plan. The long-term liability was $1.2 million and $134,000 as of March 31, 2021 and December 31, 2020, respectively.

Contractual Obligations and Commitments

There have been no material changes since December 31, ~~2020,~~2021, outside the ordinary course of business, to contractual obligations and commitments included in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~included~~ in our ~~2020~~2021 Form ~~10-K.~~

10-K, other than items as described in Liquidity and Capital Resources.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our accounting policies that are critical or most important to understanding our financial condition and results of operations and that require management to make the most difficult judgments are described in our ~~2020~~2021 Form 10-K. There have been no material changes in these critical accounting policies.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

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

Interest Rate Risk—At March 31, ~~2021,~~2022, our total indebtedness of ~~$59.6~~$57.5 million included ~~$55.2~~$53.6 million of variable-rate debt. The impact on our results of operations of a 100 basis point change in interest rate on the outstanding balance of variable-rate debt at March 31, ~~2021,~~2022, would be approximately ~~$552,000~~$536,000 annually. Interest rate changes have no impact on the remaining ~~$4.4~~$3.9 million of fixed rate debt.

The amount above was determined based on the impact of a hypothetical interest rate on our borrowings and assumes no changes in our capital structure. As the information presented above includes only those exposures that existed at March 31, ~~2021,~~2022, it does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates.

Foreign Exchange Risk—The majority of our revenues, expenses and capital purchases are transacted in U.S. dollars. ~~JSAV~~INSPIRE has operations in Mexico and the Dominican Republic, and therefore, we have exposure with respect to exchange rate fluctuations. Exchange rate gains or losses related to foreign currency transactions are recognized as transaction gains or losses in our income statement as incurred. We have chosen not to hedge foreign exchange risks related to our foreign currency denominated earnings and cash flows through the use of financial instruments. RED’s operations outside of the U.S. are primarily transacted in U.S. dollars, which is the official currency of the Turks and Caicos Islands.

ITEM 4.CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, ~~2021.~~2022 (the “Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the ~~evaluation date,~~Evaluation Date, our disclosure controls and procedures ~~are~~were not effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the ~~SEC~~SEC’s rules and ~~forms;~~forms and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

~~Changes~~As disclosed in ~~Internal Control~~our Annual Form 10-K for the year ended December 31, 2021, as part of the Company’s fourth quarter of 2021 financial statement close process and preparation of the 2021 Form 10-K, we identified a material weakness related to management’s review controls over ~~Financial Reporting~~Remington’s cost reimbursement revenue and reimbursed expenses. To remediate this

~~There were no~~

material weakness, during the first quarter of 2022, we provided additional training to our associates and added procedures to our review controls related to the accounting for cost reimbursement revenue and reimbursed expenses to ensure that our consolidated financial statements as of and for the three months ended March 31, 2022 are prepared in accordance with U.S. GAAP. The material weakness will not be considered remediated until management’s newly designed and implemented controls have been in place and operated for a sufficient period of time, and management has concluded, through testing, that these controls are effective.

Given the short time frame between the filing of our Form 10-K for the year ended December 31, 2021 on March 25, 2022 and the Company’s first quarter of 2022 financial statement close process and preparation of the related Form 10-Q, we are unable to conclude that the material weakness has been remediated as of March 31, 2022.

Our management has evaluated, with the participation of our principal executive and principal financial officers, whether any changes in our internal controls over financial reporting that occurred during the ~~fiscal~~ quarter ended March 31, ~~2021, that~~2022 have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Based on the evaluation we conducted, other than progress made towards the remediation of the material weakness identified and discussed above, our management has concluded that no such changes have occurred.

6157

PART II. OTHER INFORMATION

~~ITEM 1. LEGAL PROCEEDINGS~~Item 3. Legal Proceedings

~~In June 2020, each of the Company, Braemar, Ashford Trust, and Lismore,~~On December 20, 2016, a subsidiary of the Company (collectively with the Company, Braemar, Ashford Trust and Lismore, the “Ashford Companies”), received an administrative subpoena from the SEC. The Company’s administrative subpoena requires the production of documents and other information since January 1, 2018 relating to, among other things, (i) related party transactions among the Ashford Companies (including the Ashford Trust Agreement and the Braemar Agreement pursuant to which each of Ashford Trust and Braemar engaged Lismore to negotiate the refinancing, modification or forbearance of certain mortgage debt) or between any of the Ashford Companies and any officer, director or owner of the Ashford Companies or any entity controlled by any such person, and (ii) the Company’s accounting policies, procedures and internal controls related to such related party transactions. In addition, in October 2020, Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, received an administrative subpoena from the SEC requesting testimony and the production of documents and other information substantially similar to the requests in the subpoenas received by the Ashford Companies. The Company and Mr. Monty J. Bennett are responding to the administrative subpoenas.

ITEM 1A.RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, filed with the SEC, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies, or prospects in a material and adverse manner.

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

Purchases of Equity Securities by the Issuer

The following table provides ~~the~~ information with respect to purchases and forfeitures of shares of our common stock during each of the months in the first quarter of ~~2021:~~2022:


Period	Period	Total Number of Shares Purchased		Average Price Paid Per Share			Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan		Period	Total Number of Shares Purchased		Average Price Paid Per Share			Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
Common stock:	Common stock:									Common stock:
January 1 to January 31	January 1 to January 31	151	(2)	$	6.67	(3)	—	$	20,000,000	January 1 to January 31	72		$	—	(3)	—	$	20,000,000
February 1 to February 28	February 1 to February 28	42		$	—	(3)	—	$	20,000,000	February 1 to February 28	—		$	—		—	$	20,000,000
March 1 to March 31	March 1 to March 31	12,217	(2)	$	8.29	(3)	—	$	20,000,000	March 1 to March 31	13,010	(2)	$	16.96	(3)	—	$	20,000,000
Total	Total	12,410		$	8.29		—			Total	13,082		$	16.96		—

________

(1) On December 5, 2017, the Board approved a stock repurchase program pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, having an aggregate value of up to $20 million. No shares were repurchased under the stock repurchase program during the three months ended March 31, ~~2021, pursuant to this authorization.~~2022.

(2) Includes ~~33 and 12,208~~12,846 shares that were withheld to cover tax-withholding requirements in ~~January and~~ March ~~respectively,~~ related to the vesting of restricted shares of our common stock issued to employees pursuant to the Company’s stockholder-approved stock incentive plan.

(3) There is no cost associated with the forfeiture of ~~118, 42,~~72 and 9164 restricted shares of our common stock in January ~~February~~ and March, respectively.

ITEM 3.DEFAULT UPON SENIOR SECURITIES

As of March 31, ~~2021,~~2022, the Company had aggregate undeclared preferred stock dividends of approximately ~~$16.5~~$35.2 million, which relates to the second and fourth quarters of ~~2020.~~2020 and the second and fourth quarters of 2021. All dividends, declared and undeclared, are recorded as a reduction in net income (loss) attributable to common stockholders in the period incurred in our condensed consolidated statements of operations. All accrued dividends accumulate and compound until paid in cash or converted into common stock of the Company pursuant to the Certificate of Designation for the Series D Convertible Preferred Stock. Unpaid dividends, declared and undeclared, totaling ~~$24.9~~$43.9 million and $34.6 million at March 31, 2022 and December 31, 2021, respectively, are recorded as a liability in our condensed consolidated balance sheets as “dividends ~~payable”.~~payable.” As previously disclosed, each share of Series D Convertible Preferred Stock (i) accrues cumulative preferred dividends at the rate of (a) 6.59% per annum until November 6, 2020; (b) 6.99% per annum from the November 6, 2020 until November 6, 2021; and (c) 7.28% per annum thereafter and (ii) will participate in any dividend or distribution on the common stock in addition to the preferred dividends.

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

See ~~note~~notes 11 and 17 in our condensed consolidated financial statements for a full description of all material terms of the Series D Cumulative Convertible Preferred Stock. The Series D Convertible Preferred Stock is held primarily by Mr. Monty J. Bennett, the Chairman of our Board and our Chief Executive Officer, Mr. Archie Bennett, Jr., who is Mr. Monty J. Bennett’s father, and one of our other executive ~~officers and several other individuals.~~officers.

ITEM 4.MINE SAFETY DISCLOSURES

None.

ITEM 5.OTHER INFORMATION

None.

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ITEM 6.EXHIBITS


Exhibit	Description
2.1*	Membership Interest Purchase and Contribution Agreement (the “Purchase Agreement”), dated as of April 15, 2022, by and among Ashford Hospitality Holdings, LLC, Remington Holdings, L.P., MHI Hotels Services, LLC, Chesapeake Hospitality, LLC, Chesapeake Hospitality II, LLC, Chesapeake Hospitality III, LLC, Chesapeake Hospitality IV, LLC, Chesapeake Hospitality V, LLC, Chesapeake Hospitality VI, LLC, ACSB Hospitality, LLC, KES Family Partnership, R.L.L.L.P, CLS Family Partnership, R.L.L.L.P, Steven McDonnell Smith Family Partnership, LLP, W. Chris Green, Clifford G. Ferrara and Louis Schaab; and solely for purposes of Section 6.15 of the Purchase Agreement, Kim Sims, Chris Sims and Steven Smith
3.1	Amended and Restated Certificate of Incorporation of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.2	Articles of Amendment to the Certificate of Incorporation of Ashford Inc. (incorporated by reference to Exhibit 3.3 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.3	Articles Supplementary establishing the Series B Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.3 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.4	Certificate of Correction, filed on November 4, 2019, to Articles Supplementary establishing the Series B Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 10-Q, filed on November 7, 2019) (File No. 001-36400)
3.5	Articles Supplementary establishing the Series C Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 8-K, filed on August 8, 2018) (File No. 001-36400)
3.6	Amended and Restated Bylaws of Ashford Inc. (incorporated by reference to Exhibit 3.4 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.7	Certificate of Designation of the Series D Convertible Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.2 of Form 8-K, filed on November 6, 2019) (File No. 001-36400)
3.8	Certificate of Designation of Series E Preferred Stock of Ashford Inc. (incorporated by reference to Exhibit 3.1 of Form 8-K, filed on March 16, 2020) (File No. 001-36400)
10.1	~~Subordination~~ ~~and~~ ~~Non-Disturbance~~Limited Waiver Under Advisory Agreement, dated as of March 15, 2022, by ~~January 15, 2021,~~ by and among ~~Oaktree Fund Administration,~~Ashford Hospitality Trust, Inc., Ashford Hospitality ~~LLC~~Limited ~~as the Administrative Agent~~ Partnership, Ashford TRS Corporation,~~and~~ ~~collateral agent on behalf of the Lenders,~~ Ashford Inc., and Ashford Hospitality Advisors ~~LLC, Ashford Hospitality~~ ~~Trust,~~ ~~Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Remington Lodging & Hospitality, LLC, Premier Project Management, LLC and Lismore Capital II LLC~~ LLC. (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on ~~January 15, 2021)(File~~March 16, 2022) (File No. 001-36400)
10.2	~~Second Amended and Restated~~Limited Waiver Under Advisory Agreement, dated as of ~~January 14, 2021,~~March 10, 2022, by and ~~between~~ among Braemar Hotels & Resorts Inc., Braemar Hospitality Limited Partnership, Braemar TRS Corporation, Ashford Inc., and Ashford Hospitality ~~Trust,~~Advisors LLC. (incorporated by reference to Exhibit 10.2 of Form 8-K, filed on March 16, 2022) (File No. 001-36400)
10.3	Credit Agreement, dated as of April 1, 2022, by and among Ashford Inc., Ashford Hospitality ~~Limited Partnership, Ashford TRS Corporation, Ashford Inc. and~~Holdings LLC, Ashford Hospitality Advisors ~~LLC.~~LLC, Ashford Hospitality Services LLC, and Mustang Lodging Funding LLC, as administrative agent (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on ~~January 15, 2021)(File~~April 4, 2022) (File No. 001-36400)
~~10.3~~10.4	~~Seventh~~ Amendment No. 2 to ~~Credit~~Third Amended and Restated Limited Liability Company Agreement ~~dated as~~ of ~~March 29, 2021, by and among~~ Ashford Hospitality Holdings LLC, ~~Ashford Inc., Bank~~dated as of ~~America, N.A. and the other lenders party thereto~~April 15, 2022 (incorporated by reference to Exhibit ~~10.5~~10.1 of Form 8-K, filed on April ~~1, 2021)(File~~18, 2022) (File No. 001-36400)
10.5†	Release and Waiver, dated as of April 15, 2022, by and between Jeremy Welter and Ashford Hospitality Services, LLC (incorporated by reference to Exhibit 99.1 of Form 8-K, filed on April 19, 2022) (File No. 001-36400)
31.1**	Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended
31.2**	Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of Securities Exchange Act of 1934, as amended
32.1***	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2***	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
The following materials from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, ~~2021,~~2022, are formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets; (ii) Condensed Consolidated Statements of Operations; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) Condensed Consolidated Statements of Equity (Deficit); (v) Condensed Consolidated Statements of Cash Flows; and (vi) Notes to Condensed Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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


104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

___________________________________

*Filed herewith. Schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

** Filed herewith.

***Furnished herewith.

† Management contract or compensatory plan or arrangement.

SIGNATURES

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

ASHFORD INC.

Date:

May 11, ~~2021~~2022

By:

/s/ MONTY J. BENNETT

Monty J. Bennett

Chief Executive Officer

Date:

May 11, ~~2021~~2022

By:

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer

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