Revenue Generation - For the year ended December 31, 2020, advisory services revenues were $34.7 million from Ashford Trust and $10.0 million from Braemar, with no incentive fees earned[26]. - Hotel management revenues for the year ended December 31, 2020, were $15.9 million from Ashford Trust and $1.0 million from Braemar[28]. - Project management revenues for the year ended December 31, 2020, totaled $5.0 million from Ashford Trust, $2.1 million from Braemar, and $1.8 million from third-party clients[30]. - Audio visual revenues from event technology services were $37.9 million for the year ended December 31, 2020, down from $110.6 million in 2019[31]. - Revenue from mobile room keys and keyless entry solutions was $1.5 million for the year ended December 31, 2020, compared to $987,000 in 2019[32]. - Watersports, travel, concierge, and transportation services generated $9.7 million in revenue for the year ended December 31, 2020, slightly up from $9.4 million in 2019[32]. - Pure Wellness generated revenue of $1.9 million in 2020, down from $3.1 million in 2019, indicating a decline of approximately 38.7%[34]. - Lismore earned revenue of $8.4 million in 2020, significantly up from $2.0 million in 2019, representing a growth of 320%[34]. - Ashford Securities reported cost reimbursement revenue of $2.7 million in 2020, an increase from $1.2 million in 2019, reflecting a growth of 125%[36]. Company Strategy and Growth - The company aims to grow by increasing assets under management and pursuing third-party business for its products and services[23]. - The company acquired Remington Lodging & Hospitality, LLC on November 6, 2019, enhancing its hotel management capabilities[14]. - The company is focused on investing in full-service hotels in the upscale and upper upscale segments, with Ashford Trust targeting properties with RevPAR generally less than twice the national average[24]. Advisory Agreements and Terms - The advisory agreements require the Company to manage the business affairs of Ashford Trust and Braemar, with all officers being employees of the Company[38]. - The Second Amended and Restated Advisory Agreement established a fixed base fee percentage of 0.70% based on the Total Market Capitalization of Ashford Trust[45]. - The Second Amended and Restated Advisory Agreement replaced the existing perpetual term with an initial 10-year term, allowing for up to 7 successive additional 10-year renewal terms[42]. - The advisory agreements allow for termination without a fee under certain conditions, including a change of control or material breach[66]. - Ashford Trust's advisory agreement has a term of 10 years, with potential for up to 7 successive 10-year renewals[68]. - Termination fees for Ashford Trust's advisory agreement can be up to 1.1 times the greater of specified earnings calculations[68]. - The Company agreed to subordinate its right to receive fees under the advisory agreement to obligations under Ashford Trust's senior secured credit facility[69]. Financial Commitments and Conditions - The Company agreed to provide $50 million to each of Ashford Trust and Braemar under the ERFP Agreements, with the option to increase to $100 million upon mutual agreement[51]. - Ashford Trust's acquisition commitments under the ERFP Agreement included approximately $11.1 million for the Hilton Old Town Alexandria and $5.0 million for La Posada de Santa Fe, totaling $16.1 million[53]. - The requirement for Ashford Trust to maintain a minimum Consolidated Tangible Net Worth has been suspended until the first fiscal quarter beginning after June 30, 2023[47]. - The remaining ERFP commitment funding deadline was extended from January 22, 2021, to December 31, 2022[54]. - As of January 15, 2021, the Company received $14.4 million from Ashford Trust for previously deferred fees[54]. Management Agreements - Remington manages 68 of Ashford Trust's 103 hotel properties under the Ashford Trust Master Hotel Management Agreement[103]. - The base management fee for each hotel is either $14,105 or 3% of gross revenues, whichever is greater[105]. - The incentive management fee is capped at 1% of gross revenues or the amount by which actual house profit exceeds target house profit[106]. - The Ashford Trust Master Hotel Management Agreement has an initial term of 10 years, with options for renewal[104]. - The annual operating budget must be submitted at least 45 days prior to the fiscal year, detailing an estimated profit and loss statement for the next 12 months[123]. - Remington is required to prepare a capital improvement budget for necessary expenditures for property and equipment replacement and repairs for the following fiscal year[124]. Exclusivity and Investment Opportunities - Ashford Trust has granted Remington a first right of refusal for lodging investment opportunities, including hotel acquisitions and developments, provided Ashford Trust has not materially modified its investment guidelines[132]. - If Ashford Trust accepts an investment opportunity from Remington, it must reimburse Remington for actual out-of-pocket costs, excluding finder's fees and brokerage fees[133]. - Ashford Trust is obligated to hire Remington for hotel management services unless independent directors unanimously decide otherwise based on special circumstances or prior performance[134]. - Certain investment opportunities are excluded from the exclusivity rights, including those where independent directors vote not to engage Remington[135]. Project Management Agreements - The Ashford Trust Project Management Agreement stipulates a project management fee of 4% of total project costs, reducing to 3% if costs exceed 5% of gross revenues[145]. - Premier is appointed as the exclusive manager for capital improvement projects for Ashford Trust Hotels, with specific fees for various services outlined in the agreement[143]. - The term of the Ashford Trust Project Management Agreement is initially 10 years, with options for renewal for up to 25 additional years[146]. Investor Rights and Governance - The Investor Rights Agreement governs the relationship post-acquisition of the hotel management business, replacing a previous agreement[201]. - Covered Investors holding at least 20% of common stock can nominate board members, with specific rights for Mr. Monty J. Bennett and Mr. Archie Bennett, Jr.[202]. - Transfer restrictions prevent Covered Investors from transferring shares to anyone who would own 10% or more of the common stock for five years post-transaction[205]. - Voting limitations apply to Covered Investors, ensuring their voting power does not exceed 40% of the combined voting power of all outstanding securities[206].

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited financial statements, management's discussion, market risk disclosures, and internal controls for the period [ITEM 1. FINANCIAL STATEMENTS (unaudited)](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(unaudited)) The unaudited financial statements for Q3 2020 show a significant financial deterioration, with a $201.3 million net loss and a $180.5 million equity deficit, driven by impairment charges and COVID-19 impacts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets highlight a significant decline in total assets and a shift to a substantial total equity deficit by September 30, 2020 Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | Sep 30, 2020 | Dec 31, 2019 | Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **$601,841** | **$782,500** | **($180,659)** | | Cash and cash equivalents | $68,623 | $35,349 | $33,274 | | Goodwill | $66,834 | $205,606 | ($138,772) | | Intangible assets, net | $278,777 | $347,961 | ($69,184) | | **Total Liabilities** | **$302,894** | **$262,285** | **$40,609** | | Notes payable, net (Current) | $57,719 | $3,550 | $54,169 | | **Total Equity (Deficit)** | **($180,461)** | **$42,024** | **($222,485)** | | Accumulated deficit | ($469,651) | ($244,084) | ($225,567) | - The company's financial position significantly weakened, with total equity shifting from **$42.0 million** to a deficit of **$180.5 million** This was primarily driven by a substantial increase in the accumulated deficit and a large reduction in goodwill and intangible assets[9](index=9&type=chunk)[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations reveal a substantial net loss for the nine-month period, primarily due to a significant impairment charge Statement of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$55,868** | **$56,889** | **$235,308** | **$183,675** | | Impairment | $0 | $0 | $178,213 | $0 | | **Operating Income (Loss)** | **($14,634)** | **($6,801)** | **($204,224)** | **($3,316)** | | **Net Income (Loss)** | **($14,140)** | **($6,591)** | **($201,298)** | **($6,352)** | | Net Loss Attributable to Common Stockholders | ($21,983) | ($9,428) | ($225,039) | ($15,164) | | **Loss Per Share (Basic & Diluted)** | **($9.53)** | **($3.65)** | **($99.62)** | **($6.09)** | - For the nine months ended September 30, 2020, the company recorded a massive operating loss of **$204.2 million**, primarily due to a **$178.2 million impairment charge** This resulted in a net loss attributable to common stockholders of **$225.0 million**, or **($99.62) per share**[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statements show positive operating cash flow despite net losses, driven by non-cash adjustments and reduced investing activities Cash Flow Summary for Nine Months Ended September 30 (in thousands) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $44,700 | $22,748 | | Net cash used in investing activities | ($4,842) | ($38,740) | | Net cash provided by financing activities | $11,522 | $4,919 | | **Net change in cash, cash equivalents and restricted cash** | **$51,951** | **($11,065)** | - Despite a significant net loss, cash from operations increased to **$44.7 million** for the nine-month period, largely due to non-cash charges like the **$178.2 million impairment** Investing activities decreased significantly due to fewer acquisitions compared to 2019 Financing activities provided cash primarily from new notes payable[25](index=25&type=chunk)[27](index=27&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail significant going concern doubts, COVID-19 responses, substantial impairment charges, and debt covenant non-compliance - The company has determined there is substantial doubt about its ability to continue as a going concern for at least one year This is due to the impact of COVID-19, uncertainty regarding future advisory fees from its key client Ashford Trust (which also has going concern issues), and the potential inability to comply with loan covenants[43](index=43&type=chunk) - In response to the COVID-19 pandemic, the company reduced executive compensation, partially deferred preferred stock dividends, and amended payment terms with clients to manage working capital[40](index=40&type=chunk)[47](index=47&type=chunk) - During the first quarter of 2020, the company recorded significant impairment charges totaling **$178.2 million** (**$170.6 million** for goodwill and **$7.6 million** for intangible assets) due to reduced cash flow projections and a decline in market capitalization caused by the pandemic[138](index=138&type=chunk) - As of September 30, 2020, the company's subsidiary JSAV was not in compliance with certain debt covenants, constituting an 'Event of Default' This led to its **$20.6 million** debt balance being reclassified as a current liability[41](index=41&type=chunk)[151](index=151&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=67&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the severe COVID-19 impact, leading to liquidity preservation measures, covenant breaches, and substantial doubt about the company's going concern status [Results of Operations](index=75&type=section&id=Results%20of%20Operations) Results of operations show significant revenue declines in project management and audio-visual, partially offset by new hotel management fees and cost reimbursements Revenue Changes - Q3 2020 vs Q3 2019 (in thousands) | Revenue Stream | Q3 2020 | Q3 2019 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Project management fees | $1,790 | $6,660 | ($4,870) | (73.1)% | | Audio visual | $3,114 | $22,430 | ($19,316) | (86.1)% | | Hotel management fees | $3,777 | $0 | $3,777 | N/A | | Cost reimbursement revenue | $28,133 | $11,301 | $16,832 | 148.9% | | **Total Revenues** | **$55,868** | **$56,889** | **($1,021)** | **(1.8)%** | Expense Changes - Q3 2020 vs Q3 2019 (in thousands) | Expense Line | Q3 2020 | Q3 2019 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Cost of revenues for audio visual | $3,126 | $17,732 | $14,606 | 82.4% | | Depreciation and amortization | $10,094 | $8,048 | ($2,046) | (25.4)% | | Other | $9,147 | $4,849 | ($4,298) | (88.6)% | | **Total Expenses** | **$70,502** | **$63,690** | **($6,812)** | **(10.7)%** | - For the nine months ended Sep 30, 2020, the company recorded a goodwill impairment of **$170.6 million** and an intangible asset impairment of **$7.6 million**, which were the primary drivers of the significant operating and net losses for the period[346](index=346&type=chunk) - The decrease in project management and audio-visual revenues was directly attributed to the impact of COVID-19 The inclusion of hotel management fees from the Remington acquisition (Nov 2019) and a large increase in cost reimbursement revenue partially offset these declines[316](index=316&type=chunk) [Liquidity and Capital Resources](index=88&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity analysis reveals substantial doubt about going concern, reclassification of debt as current, and undeclared preferred stock dividends - Management has concluded there is substantial doubt about the company's ability to continue as a going concern due to the impact of COVID-19, uncertainty of fee collection from Ashford Trust, and potential non-compliance with loan covenants[359](index=359&type=chunk) - The company's **$34.1 million** Term Loan has been classified as a current liability due to uncertainty about its ability to remain in compliance with financial covenants over the next twelve months[357](index=357&type=chunk) - The company did not declare dividends on its Series D Convertible Preferred Stock for the second quarter of 2020 As of September 30, 2020, aggregate undeclared preferred dividends were approximately **$7.9 million**[363](index=363&type=chunk) - The company has a remaining purchase commitment of **$11.4 million** under its Enhanced Return Funding Program (ERFP) with Ashford Trust, with the deadline extended to December 31, 2022[369](index=369&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=94&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces interest rate risk from variable-rate debt and foreign currency risk from international operations, without current hedging strategies - The company is exposed to interest rate risk, with **$60.2 million** of its total **$62.8 million** in debt being variable-rate A **100 basis point** change in interest rates would impact results by approximately **$602,000** annually[391](index=391&type=chunk) - Foreign exchange risk exists due to the operations of its subsidiary JSAV in Mexico and the Dominican Republic The company does not currently use financial instruments to hedge this risk[393](index=393&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=94&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of September 30, 2020, and concluded they were effective - Management concluded that as of September 30, 2020, the company's disclosure controls and procedures were effective[394](index=394&type=chunk) - No material changes were made to the internal controls over financial reporting during the quarter ended September 30, 2020[395](index=395&type=chunk) [PART II. OTHER INFORMATION](index=95&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, significant risk factors, unregistered equity sales, and defaults on senior securities [ITEM 1. LEGAL PROCEEDINGS](index=95&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in an SEC investigation regarding related-party transactions and a subsidiary faces an employment law class-action lawsuit - In June 2020, the company received an administrative subpoena from the SEC requesting documents and information related to related-party transactions since January 1, 2018[397](index=397&type=chunk) - A subsidiary is facing a class-action lawsuit in California alleging violations of employment laws concerning rest breaks The potential loss is not reasonably estimable at this time[398](index=398&type=chunk) [ITEM 1A. RISK FACTORS](index=96&type=section&id=ITEM%201A.%20RISK%20FACTORS) Significant risks include the COVID-19 pandemic's impact, going concern doubts, potential delisting, Ashford Trust's bankruptcy risk, and an ongoing SEC investigation - The COVID-19 pandemic continues to significantly and adversely affect the business, leading to goodwill impairments and a substantial doubt about the company's ability to continue as a going concern[402](index=402&type=chunk)[403](index=403&type=chunk) - The company is not in compliance with NYSE American's continued listing standards regarding stockholders' equity and faces a risk of delisting if it cannot regain compliance by February 26, 2022[409](index=409&type=chunk)[410](index=410&type=chunk) - There is a substantial risk that key client Ashford Trust may need to seek Chapter 11 bankruptcy protection, which would likely terminate agreements and materially harm Ashford Inc.'s business, potentially causing it to also seek bankruptcy protection[453](index=453&type=chunk)[455](index=455&type=chunk) - The company is under investigation by the SEC regarding related-party transactions, which could result in significant legal expenses and penalties[451](index=451&type=chunk)[452](index=452&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=105&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During the third quarter of 2020, the company did not repurchase any shares under its $20 million stock repurchase program, but issued 7,439 restricted shares in a private placement - No shares were repurchased under the company's **$20 million** stock repurchase program during the third quarter of 2020[459](index=459&type=chunk) - The company issued **7,439 restricted shares** in a private placement to a consultant as compensation for strategic business outreach services[460](index=460&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=105&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company defaulted on its Series D Convertible Preferred Stock dividend for Q2 2020, resulting in approximately $7.9 million in undeclared preferred dividends - The company did not declare dividends for its Series D Convertible Preferred Stock for the second quarter of 2020[461](index=461&type=chunk) - As of September 30, 2020, the company had approximately **$7.9 million** in undeclared preferred stock dividends related to Q2 2020 The total unpaid dividend liability, including declared but unpaid amounts, was **$15.9 million**[462](index=462&type=chunk)

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 June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 001-36400 ASHFORD INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Title of each class Trading Symbol Name of each exchange on which registered Common Stock AINC NYSE American LLC FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file num ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36400 ASHFORD INC. (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | --- | |------------------------------------ ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(unaudited)) Unaudited financial statements detail financial position, operations, and cash flows, showing increased assets, liabilities, and a net loss [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets and liabilities significantly increased due to acquisitions and new lease accounting standards, while total equity remained stable Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $36,400 | $51,529 | | Furniture, fixtures and equipment, net | $72,043 | $47,947 | | Goodwill | $61,969 | $59,683 | | Total assets | $421,837 | $379,005 | | **Liabilities & Equity** | | | | Notes payable, net | $28,675 | $17,772 | | Operating lease liabilities | $21,546 | $0 | | Total liabilities | $148,779 | $108,726 | | Total equity | $67,232 | $65,901 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Total revenue increased significantly for both the quarter and nine-month periods, but the company reported a net loss attributable to common stockholders Statement of Operations Summary (in thousands, except per share amounts) | Metric | Q3 2019 | Q3 2018 | Nine Months 2019 | Nine Months 2018 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $56,889 | $41,565 | $183,675 | $144,544 | | Operating Income (Loss) | $(6,801) | $(11,504) | $(3,316) | $(5,670) | | Net Income (Loss) | $(6,591) | $2,006 | $(6,352) | $5,103 | | Net Income (Loss) Attributable to Common Stockholders | $(9,428) | $1,409 | $(15,164) | $4,646 | | Basic EPS | $(3.65) | $0.67 | $(6.09) | $2.20 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased, while investing cash outflow rose significantly due to acquisitions, leading to an overall cash decrease Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Cash Flow Category | 2019 | 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $22,748 | $15,555 | | Net cash used in investing activities | $(38,740) | $(9,300) | | Net cash provided by financing activities | $4,919 | $23,918 | | **Net change in cash, cash equivalents and restricted cash** | **$(11,065)** | **$30,103** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, recent acquisitions, debt, related party transactions, and significant subsequent events including the Remington acquisition - The company provides asset management and advisory services to Ashford Trust and Braemar and has been expanding its hospitality products and services business through acquisitions like **Premier** (project management), **BAV** (audio visual), and **Sebago** (watersports)[27](index=27&type=chunk)[28](index=28&type=chunk)[30](index=30&type=chunk) - On May 31, 2019, the company signed an agreement to acquire the Hotel Management business of **Remington**, a related party, with the transaction closing on November 6, 2019, after shareholder approval[39](index=39&type=chunk) - Subsequent to the quarter end, on October 2, 2019, the company repurchased **412,974 shares** of its common stock from Ashford Trust and Braemar for **$12.4 million**; on November 6, 2019, it completed the acquisition of Remington's Hotel Management business for **$275 million** in Series D Convertible Preferred Stock[234](index=234&type=chunk)[239](index=239&type=chunk) - The company has Enhanced Return Funding Program (ERFP) agreements to provide up to **$50 million** each to Ashford Trust and Braemar for hotel acquisitions in exchange for FF&E; as of September 30, 2019, the remaining commitments were **$20.8 million** for Ashford Trust and **$39.7 million** for Braemar[32](index=32&type=chunk)[36](index=36&type=chunk)[174](index=174&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=52&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial performance, highlighting revenue growth from acquisitions, declining net income due to increased expenses, and details liquidity and strategic initiatives [Results of Operations](index=67&type=section&id=Results%20of%20Operations) Total revenue significantly increased due to acquisitions, but higher costs and a lower income tax benefit resulted in a net loss Revenue Comparison - Q3 2019 vs Q3 2018 (in thousands) | Revenue Source | Q3 2019 | Q3 2018 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Advisory services | $20,055 | $21,016 | $(961) | (4.6)% | | Audio visual | $22,430 | $14,526 | $7,904 | 54.4% | | Project management | $7,881 | $3,616 | $4,265 | 117.9% | | Other | $6,523 | $2,407 | $4,116 | 171.0% | | **Total revenue** | **$56,889** | **$41,565** | **$15,324** | **36.9%** | Revenue Comparison - Nine Months 2019 vs 2018 (in thousands) | Revenue Source | Nine Months 2019 | Nine Months 2018 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Advisory services | $60,462 | $68,118 | $(7,656) | (11.2)% | | Audio visual | $83,532 | $61,212 | $22,320 | 36.5% | | Project management | $23,371 | $3,616 | $19,755 | 546.3% | | Other | $16,310 | $11,598 | $4,712 | 40.6% | | **Total revenue** | **$183,675** | **$144,544** | **$39,131** | **27.1%** | - The decrease in **advisory services revenue** was mainly due to lower non-cash stock/unit-based compensation revenue, which was elevated in 2018 due to accelerated vesting from an executive's death, and a lower base advisory fee from Ashford Trust[298](index=298&type=chunk)[299](index=299&type=chunk) - Depreciation and amortization expense increased by **$12.6 million (242.7%)** for the nine-month period, primarily due to amortization of intangible assets from the Premier acquisition and depreciation on ERFP assets[304](index=304&type=chunk) [Liquidity and Capital Resources](index=77&type=section&id=Liquidity%20and%20Capital%20Resources) The company expects to meet short-term liquidity needs through operations and credit, with key requirements including ERFP commitments and recent credit facility draws - As of September 30, 2019, the company had **$36.4 million** in cash and cash equivalents and **$12.0 million** in restricted cash[322](index=322&type=chunk) ERFP Commitments as of September 30, 2019 (in thousands) | REIT | Remaining Commitment | | :--- | :--- | | Ashford Trust | $20,811 | | Braemar | $39,700 | | **Total** | **$60,511** | - On October 2, 2019, the company repurchased **412,974 shares** of its common stock from Ashford Trust and Braemar for **$12.4 million**[320](index=320&type=chunk) - On October 14, 2019, the Company drew **$10.0 million** on its senior revolving credit facility; as of November 7, 2019, **$25.0 million** was available[234](index=234&type=chunk)[321](index=321&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=71&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Primary market risks are interest rate and foreign currency exchange, with variable-rate debt posing quantifiable interest rate sensitivity - A 100 basis point change in interest rates would impact the company's results of operations by approximately **$244,000** annually based on the **$24.4 million** of variable-rate debt outstanding at September 30, 2019[332](index=332&type=chunk) - The company has **foreign exchange risk** from its JSAV subsidiary's operations in Mexico and the Dominican Republic, but it does not hedge this exposure[334](index=334&type=chunk) [Controls and Procedures](index=71&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were effective, with new controls for lease accounting and no material changes to internal controls - Management concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2019[335](index=335&type=chunk) - There were **no material changes** in internal controls over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[337](index=337&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=72&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in legal proceedings, but management does not expect a material adverse effect on financial position or results - Management does not believe the ultimate resolution of ongoing legal proceedings will have a **material adverse effect** on the Company's financial position or results of operations[339](index=339&type=chunk) [Risk Factors](index=72&type=section&id=ITEM%201A.%20RISK%20FACTORS) Key risks include the Remington acquisition's potential non-accretive nature, associated costs, and stock price decline from the transaction and divestitures - The market price of the company's common stock declined approximately **51.4%** between the announcement (May 31, 2019) and closing (November 6, 2019) of the Remington Hotel Management acquisition[343](index=343&type=chunk) - A key risk is that the acquisition of Remington's Hotel Management business may **not be accretive** to stockholders due to higher-than-anticipated expenses or lower-than-expected revenue[340](index=340&type=chunk)[344](index=344&type=chunk) - Sales of substantial amounts of the company's common stock, particularly from the divestiture by Ashford Trust and Braemar to their shareholders, could cause the **market price to decline further**[345](index=345&type=chunk)[346](index=346&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=74&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company issued common stock in a private placement for the Sebago acquisition and repurchased shares from related parties post-quarter - The company issued shares of common stock in a **private placement** on July 18, 2019, as part of the Sebago acquisition[350](index=350&type=chunk) - Subsequent to the quarter, on October 2, 2019, the Company repurchased **412,974 shares** of its common stock from Ashford Trust and Braemar for **$12.4 million**[351](index=351&type=chunk) [Other Information](index=74&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company filed a Certificate of Correction to amend the stated par value of its Series B Convertible Preferred Stock from $25.00 to $0.01 per share - On November 4, 2019, the company filed a **Certificate of Correction** to fix an error in the stated par value of its Series B Convertible Preferred Stock, changing it from **$25.00** to the correct value of **$0.01** per share[351](index=351&type=chunk)

Financial Performance - Total revenue for the three months ended June 30, 2019, increased by $8.7 million, or 15.8%, to $63.5 million compared to the same period in 2018 [245]. - Advisory services revenue decreased by $3.35 million, or 13.6%, to $21.22 million for the 2019 quarter compared to the 2018 quarter [242]. - Audio visual revenue increased by $6.75 million, or 28.9%, to $30.13 million for the 2019 quarter compared to the 2018 quarter [242]. - Net income attributable to common stockholders decreased by $12.12 million, or 135.3%, resulting in a loss of $3.16 million for the 2019 quarter [242]. - Total revenue increased by $23.8 million, or 23.1%, to $126.8 million for the six months ended June 30, 2019, compared to the same period in 2018 [263]. - Advisory services revenue decreased by $6.7 million, or 14.2%, to $40.4 million, primarily due to lower base and incentive advisory fees [264]. - Audio visual revenue increased by $14.4 million, or 30.9%, to $61.1 million, contributing significantly to overall revenue growth [264]. - Project management revenue was $15.5 million for the six months ended June 30, 2019, with no revenue recorded in the prior year [264]. - Operating income decreased by $2.3 million, or 40.3%, to $3.5 million for the six months ended June 30, 2019 [262]. - Net income attributable to common stockholders decreased by $9.0 million, or 277.2%, to a loss of $5.7 million for the 2019 period [262]. Expenses and Costs - Total expenses for the three months ended June 30, 2019, increased by $18.58 million, or 42.3%, to $62.52 million compared to the same period in 2018 [242]. - Salaries and benefits expense rose by $2.4 million, or 15.6%, to $18.16 million for the quarter [249]. - General and administrative expenses increased by $2.2 million, or 24.6%, to $11.37 million, primarily due to legal fees and transaction costs related to acquisitions [254]. - Depreciation and amortization expense surged by $3.7 million, or 313.6%, to $4.9 million, mainly due to amortization from the acquisition of Premier [252]. - Total expenses increased by $26.2 million, or 26.9%, to $123.3 million, driven by higher costs in various segments [262]. - General and administrative expenses rose by $3.9 million, or 25.5%, to $19.4 million, driven by increased professional fees and office expenses [273]. - Depreciation and amortization expense surged by $7.2 million, or 323.7%, to $9.5 million, mainly due to amortization related to the acquisition of Premier [271]. Acquisitions and Investments - The company acquired a 30% noncontrolling interest in Real Estate Advisory Holdings LLC for approximately $3.0 million, with an option to acquire an additional 50% for $12.5 million starting January 1, 2022 [227]. - Under the Braemar ERFP Agreement, Ashford Inc. committed $50 million to Braemar for hotel acquisitions, with the option to increase this commitment to $100 million [228]. - Braemar acquired The Ritz-Carlton Lake Tahoe for $103.0 million, requiring Ashford Inc. to provide approximately $10.3 million for FF&E [229]. - Ashford Trust acquired the Embassy Suites New York Manhattan Times Square for $195.0 million, necessitating a $19.5 million commitment from Ashford Inc. for FF&E [230]. - Ashford Trust acquired the Hilton Santa Cruz/Scotts Valley for $50.0 million, requiring Ashford Inc. to provide approximately $5.0 million for FF&E [231]. - JSAV acquired BAV Services for a total purchase price of $10.4 million, increasing Ashford Inc.'s ownership interest in JSAV from 85% to approximately 88% [233]. - Ashford Inc. completed the acquisition of Sebago for a total purchase price of approximately $7 million, consisting of $2.5 million in cash and $4.5 million in common stock [237]. - Ashford Inc. signed a Combination Agreement to acquire Remington's Hotel Management business for $275 million, payable via Series D Convertible Preferred Stock [234]. - The Company completed the acquisition of BAV Services for a total purchase price of $10.4 million, including $5 million in cash and $4 million in common stock [291]. Financing and Liquidity - The company has a revolving credit facility providing up to $250,000, maturing on February 5, 2020 [232]. - The Company has a $35 million senior revolving credit facility with Bank of America, with an option to expand borrowing capacity to $75 million [290]. - The company expects to meet short-term liquidity requirements through net cash from operations and existing cash balances [282]. - As of June 30, 2019, the Company had $40 million in cash and cash equivalents, down from $51.5 million as of December 31, 2018 [297]. - The Company reported net cash flows from operating activities of $14.5 million for the six months ended June 30, 2019, an increase from $12.3 million in the same period of 2018 [297]. - Net cash flows used in investing activities for the six months ended June 30, 2019, were $25.5 million, primarily due to the acquisition of BAV Services for $4.3 million and capital expenditures related to ERFP agreements [299]. - The Company reported net cash flows provided by financing activities of $4.9 million for the six months ended June 30, 2019, compared to $3.7 million in the same period of 2018 [300][301]. Debt and Interest - Aggregate subsidiary notes payable increased to $24.9 million as of June 30, 2019, from $17.8 million as of December 31, 2018 [296]. - Total indebtedness as of June 30, 2019, was $25.1 million, with $24.6 million in variable-rate debt [305]. - Interest expense increased to $742,000 from $304,000, reflecting higher costs associated with notes payable and lines of credit [276]. - A 100 basis point change in interest rates would impact annual results by approximately $246,000 for the variable-rate debt [305]. Stock and Dividends - Dividends on the Series D Convertible Preferred Stock will be payable at an annual rate of 6.59% in the first year, 6.99% in the second year, and 7.28% in the third year [234]. - Preferred dividends increased by $2.8 million due to the issuance of Series B Convertible Preferred Stock in the acquisition of Premier [260]. - Preferred dividends increased by $5.6 million due to the issuance of Series B Convertible Preferred Stock in the acquisition of Premier [280]. Other Financial Information - Ashford Inc. holds approximately 22.9% of its common stock owned by Ashford Trust and 7.5% by Braemar as of August 6, 2019 [221]. - The company aims to grow by expanding existing REIT platforms, starting new REIT platforms, and acquiring strategic businesses in the hospitality sector [222]. - Noncontrolling interests in consolidated entities were allocated a loss of $131,000 in the 2019 quarter, compared to a loss of $118,000 in the 2018 quarter [259]. - Income from reimbursable expenses related to software implementation costs increased to $1.1 million from $586,000 year-over-year [265]. - Non-cash stock/unit-based compensation revenue decreased by $8.7 million to $16.6 million, primarily due to lower revenue from Ashford Trust and Braemar [268]. - The majority of revenues, expenses, and capital purchases are transacted in U.S. dollars, with exposure to exchange rate fluctuations due to operations in Mexico and the Dominican Republic [307]. - There have been no material changes to contractual obligations and commitments since December 31, 2018, except for the Braemar ERFP Agreement [303]. - Critical accounting policies have not materially changed, except for updates related to leases [304].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number: 001-36400 ASHFORD INC. (Exact name of registrant as specified in its charter) Maryland 82-5237353 (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36400 ASHFORD INC. (Exact name of registrant as specified in its charter) Maryland 82-5237353 (State or other jurisdiction of incorporation or ...