Acquisitions (Tables)

9 Months Ended

Sep. 30, 2020

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



Cash	$	2,500
Less working capital adjustments	(74		)
Fair value of Ashford Inc. common stock issued	4,547
Purchase price consideration	$	6,973

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



Series D Convertible Preferred Stock	$	275,000
Preferred stock discount	(2,550		)
Working capital adjustments	1,341
Total fair value of purchase price	$	273,791

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



Term loan	$	5,000
Less working capital adjustments	(733		)
Fair value of Ashford Inc. common stock issued	3,748
Consideration payable	500
Fair value of contingent consideration	1,384
Purchase price consideration	$	9,899

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed



	Fair Value		Estimated Useful Life
Current assets including cash	$	27,661
Assets acquired under finance leases ⁽¹⁾	44,294		35 years
Property and equipment, net	466
Operating lease right-of-use assets	24,649
Goodwill	175,653
Trademarks	10,400
Management contracts	107,600		22 years
Total assets acquired	390,723
Current liabilities	23,740
Finance lease liabilities, current	331
Operating lease liabilities, current	2,038
Deferred tax liability	28,439
Finance lease liabilities, non-current	39,773
Operating lease liabilities, non-current	22,611
Total assumed liabilities	116,932
Net assets acquired	$	273,791

⁽¹⁾Assets acquired under finance leases are included in “property and equipment, net.”



	Fair Value		Estimated Useful Life
Current assets	$	754
Property and equipment, net	1,983		5 years
Operating lease right-of-use assets	165
Goodwill	4,827
Trademarks	440
Customer relationships	2,800		15 years
Total assets acquired	10,969
Current liabilities	639
Noncurrent liabilities	431
Total assumed liabilities	1,070
Net assets acquired	$	9,899



	Fair Value		Estimated Useful Life
Current assets	$	76
Marine vessels	2,115		20 years
Property and equipment, net	1,635		20 years
Operating lease right-of-use assets	391
Goodwill	1,235
Trademarks	490
Boat slip rights	3,100		20 years
Total assets acquired	9,042
Current liabilities	291
Noncurrent liabilities	1,778
Total assumed liabilities	2,069
Net assets acquired	$	6,973

Pro Forma Information

The following table reflects the unaudited pro forma results of operations as if the Remington, Sebago and BAV acquisitions had occurred and the indebtedness associated with those acquisitions was incurred on January 1, 2019, and the removal of $212,000 and $775,000 of transaction costs directly attributable to the acquisitions (net of the incremental tax expense) for the three and nine months ended September 30, 2020 (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Total revenues	$	55,868		$	132,000		$	235,308		$	425,800
Net income (loss)	(13,982		)	(2,704		)	(200,616		)	1,420
Net income (loss) attributable to common stockholders	(21,825		)	(10,936		)	(224,357		)	(23,763		)