Form 8-K - Current report

Share Name	Share Symbol	Market	Type
Ashford Holding Company	AMEX:AINC	AMEX	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	4.97				0	00:00:00

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 8, 2023

ASHFORD INC.

(Exact name of registrant as specified in its charter)

Nevada

001-36400

84-2331507

(State or other jurisdiction of incorporation
or organization)

(Commission
File Number)

(IRS employer
identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

AINC

NYSE American LLC

Preferred Stock Purchase Rights

NYSE American LLC

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 8, 2023, Ashford Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


Exhibit Number						Description

99.1						Third Quarter 2023 Earnings Press Release of the Company, dated November 8, 2023.
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: November 8, 2023

		ASHFORD INC.

	By:	/s/ DERIC S. EUBANKS
		Deric S. Eubanks
		Chief Financial Officer

EXHIBIT 99.1

NEWS RELEASE

Contact:

Deric Eubanks

Jordan Jennings

Joe Calabrese

Chief Financial Officer

Investor Relations

Financial Relations Board

(972) 490-9600

(972) 778-9487

(212) 827-3772

ASHFORD REPORTS THIRD QUARTER 2023 RESULTS

DALLAS, November 8, 2023 - Ashford Inc., an alternative asset management company with a portfolio of strategic operating businesses (NYSE American: AINC) (“Ashford” or the “Company”), today reported the following results and performance measures for the third quarter ended September 30, 2023. Unless otherwise stated, all reported results compare the third quarter ended September 30, 2023, with the third quarter ended September 30, 2022 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.

STRATEGIC OVERVIEW

•High-growth, fee-based business model

•Diversified platform of multiple fee generators

•Three paths to growth:

◦Increase assets under management (AUM);

◦Growth of third-party business; and

◦Acquisition or incubation of additional businesses

•Highly-aligned management team with superior long-term track record

•Leader in asset and investment management for the real estate & hospitality sectors

THIRD QUARTER 2023 FINANCIAL HIGHLIGHTS

•Net loss attributable to common stockholders for the quarter was $(12.0) million, or $(3.87) per diluted share. Adjusted net income for the quarter was $7.8 million, or $0.96 per diluted share.

•Total revenue, excluding cost reimbursement revenue, for the quarter was $73.3 million, reflecting a 7.9% growth rate over the prior year quarter.

•Adjusted EBITDA for the quarter was $11.8 million.

•At the end of the third quarter, the Company had approximately $7.9 billion of gross assets under management.

•As of September 30, 2023, the Company had corporate cash of approximately $19.0 million.

ASHFORD SECURITIES UPDATE

Ashford Securities is a dedicated capital raising platform created to fund investment opportunities sponsored and asset-managed by Ashford. Ashford Securities recently completed the offering of a non-traded preferred equity security for Braemar Hotels & Resorts Inc. (“Braemar”) (NYSE: BHR) placing approximately $460 million. Ashford Securities currently has two offerings in the market: (1) a non-traded preferred equity security for Ashford Hospitality Trust, Inc. (“Ashford Trust”) (NYSE: AHT) and (2) a growth oriented private offering targeting investments in all types of commercial real estate in the state of Texas (“Texas Strategic Growth Fund”).

Ashford Reports Third Quarter Results

Page 2

November 8, 2023

Ashford Trust has issued $76.8 million of its Series J and Series K Redeemable Preferred Stock through Ashford Securities since the offering commenced, including $28.3 million during the quarter. In connection with the Ashford Trust offering of Series J & K Redeemable Preferred Stock, Ashford Securities has assembled a syndicate of 40 broker-dealers and RIA firms.

During the quarter, Ashford invested $2.5 million in the Texas Strategic Growth Fund. The proceeds from that investment, along with other funds raised, were used to make an equity investment in a multi-family property located in San Antonio.

Long term, the Company believes there is a substantial opportunity to grow its assets under management by offering differentiated alternative investment products through Ashford Securities to help investors further diversify their portfolios.

REMINGTON UPDATE

Remington’s high-margin, low-capex Hotel Management business continues to benefit from the recovery in the lodging industry and has experienced significant growth in its third-party business. In the third quarter, Remington generated hotel management fee revenue of $12.4 million, Net Income Attributable to the Company of $1.1 million, and Adjusted EBITDA of $4.7 million.

Remington continues to focus on growing its mix of third-party managed hotels, which currently account for approximately 40% of Remington’s managed hotels. At the end of the third quarter, Remington managed 121 properties that were open and operating – 49 under third-party management agreements and 72 for Ashford Trust and Braemar – located in 26 states and Washington, D.C. across 26 brands, including 13 independent and boutique properties.

INSPIRE UPDATE

INSPIRE is an event technology company that provides an integrated suite of audio-visual services, including show and event services, hospitality services, and creative services, making it a leading single-source solution for its clients’ meeting and event needs. INSPIRE has seen its hospitality business rebound very strongly as both corporate and social groups have been eager to gather. It has seen a similar recovery in its show services segment. In the third quarter, INSPIRE had audio visual revenue of $30.6 million, Net Loss Attributable to the Company of $(1.1) million, and Adjusted EBITDA of $0.8 million.

PREMIER UPDATE

Premier provides comprehensive and cost-effective architecture, design, development, and project management services. It also provides project oversight, coordination, planning, and execution of renovation, capital expenditure and ground-up development projects. Premier is responsible for managing and implementing substantially all capital improvements at Ashford Trust and Braemar hotels. Additionally, it has extensive experience working with major hotel brands in renovating, converting, developing and repositioning hotels. Similar to Remington, Premier has also made a concerted effort to grow its third-party business, and during the third quarter, Premier signed 5 third-party engagements, totaling $0.5 million in expected fees. In the third quarter, Premier generated $7.4 million of design and construction fee revenue, Net Loss Attributable to the Company of $(0.1) million, and Adjusted EBITDA of $2.7 million.

Ashford Reports Third Quarter Results

Page 3

November 8, 2023

RED HOSPITALITY & LEISURE UPDATE

RED Hospitality is a leading provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands (“USVI”), Puerto Rico, Florida and Turks & Caicos. RED Hospitality has continued to benefit from the resurgence in leisure travel and the desire of consumers for unique and memorable experiences. RED Hospitality has several opportunities for expansion into additional Ashford-advised and third-party hotels in the USVI, elsewhere in the Caribbean, and in U.S. coastal markets. During the third quarter, RED Hospitality generated $8.4 million of revenue, Net Loss Attributable to the Company of $(0.3) million, and $0.9 million of Adjusted EBITDA.

FINANCIAL RESULTS

Net loss attributable to common stockholders for the quarter totaled $(12.0) million, or $(3.87) per diluted share. Adjusted net income for the quarter was $7.8 million, or $0.96 per diluted share.

For the quarter ended September 30, 2023, base advisory fee revenue was $11.5 million. The base advisory fee revenue in the third quarter was comprised of $8.1 million from Ashford Trust and $3.4 million from Braemar.

Adjusted EBITDA for the quarter was $11.8 million.

CAPITAL STRUCTURE

At the end of the third quarter, the Company had approximately $7.9 billion of gross assets under management from its advised platforms. The Company had corporate cash of $19.0 million and 8.2 million fully diluted shares. The Company’s fully diluted shares include 4.2 million common shares associated with its Series D convertible preferred stock. The Company had $127.5 million of loans as of September 30, 2023.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS

•Reported Adjusted EBITDAre of $82.5 million for the third quarter.

•Third quarter Comparable RevPAR increased 4.0% over the prior year quarter.

•During the quarter, Ashford Trust announced that its Crowne Plaza La Concha Hotel in Key West, Florida is on track to convert to a Marriott Autograph Collection® property in 2024 at which time it will be rebranded to La Concha Key West.

•Subsequent to quarter end, Ashford Trust announced that it entered into a new franchise agreement with Marriott International to convert its Le Pavillon Hotel in New Orleans, Louisiana to a Tribute Portfolio property during the first quarter of 2024.

•To date, Ashford Trust has issued approximately $76.8 million of its non-traded preferred stock.

BRAEMAR HOTELS & RESORTS HIGHLIGHTS

•Reported Adjusted EBITDAre of $27.0 million for the third quarter.

•Third quarter Comparable RevPAR was $264.

•During the quarter, the Company announced the planned conversion of its Mr. C Beverly Hills Hotel to Hilton’s LXR brand under the new name, Cameo Beverly Hills.

•During the quarter, Braemar completed a $200 million corporate financing consisting of a $150 million term loan and a $50 million credit facility.

•During the quarter, the Company upsized and extended its loan secured by the Four Seasons Resort Scottsdale at Troon North.

•Subsequent to quarter end, the Company extended its loan secured by the Ritz-Carlton Lake Tahoe.

Ashford Reports Third Quarter Results

Page 4

November 8, 2023

TEXAS STRATEGIC GROWTH FUND HIGHLIGHTS

•Including the Company’s $2.5 million investment, the fund has raised approximately $6 million of capital.

•Completed first equity investment of $5 million in a 466-unit multi-family property in San Antonio, TX.

“The lodging industry continues to perform well despite a normalization of leisure travel and general macroeconomic concerns,” commented Monty J. Bennett, Ashford’s Chairman and Chief Executive Officer. “While we reported solid revenue growth at INSPIRE, Premier and RED Hospitality, our margins were negatively impacted as those businesses resume more normalized staffing levels compared to the prior year quarter, and we continue to be encouraged with the pace of capital raising at Ashford Securities.”

Mr. Bennett concluded, “Moving forward, we will continue to focus on growing our third-party business for our portfolio companies and growing our assets under management at our advised platforms.”

INVESTOR CONFERENCE CALL AND SIMULCAST

The Company will conduct a conference call on Thursday, November 9, 2023, at 12:00 p.m. ET. The number to call for this interactive teleconference is (646) 960-0375. A replay of the conference call will be available through Thursday, November 16, 2023, by dialing (647) 362-9199 and entering the confirmation number, 1818099.

The Company will also provide an online simulcast and rebroadcast of its third quarter 2023 earnings release conference call. The live broadcast of the Company’s quarterly conference call will be available online at the Company’s website, www.ashfordinc.com, on Thursday, November 9, 2023, beginning at 12:00 p.m. ET. The online replay will follow shortly after the call and continue for approximately one year.

Included in this press release are certain supplemental measures of performance, which are not measures of operating performance under GAAP, to assist investors in evaluating the Company’s historical or future financial performance. These supplemental measures include adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”) and Adjusted Net Income. We believe that Adjusted EBITDA and Adjusted Net Income provide investors and management with a meaningful indicator of operating performance. Management also uses Adjusted EBITDA and Adjusted Net Income, among other measures, to evaluate profitability. We calculate Adjusted EBITDA by subtracting or adding to net income (loss): interest expense, income taxes, depreciation, amortization, net income (loss) to noncontrolling interests, transaction costs, and other expenses. We calculate Adjusted Net Income by subtracting or adding to net income (loss): net income (loss) to noncontrolling interests, transaction costs, and other expenses. Our methodology for calculating Adjusted EBITDA and Adjusted Net Income may differ from the methodologies used by other comparable companies, when calculating the same or similar supplemental financial measures and may not be comparable with these companies. Neither Adjusted EBITDA nor Adjusted Net Income represents cash generated from operating activities as determined by GAAP and should not be considered as an alternative to (a) GAAP net income (loss) as an indication of our financial performance or (b) GAAP cash flows from operating activities as a measure of our liquidity nor are such measures indicative of funds available to satisfy our cash needs. The Company urges investors to carefully review the U.S. GAAP financial information as shown in our periodic reports on Form 10-Q and Form 10-K, as amended and our Current Reports on Form 8-K.

Ashford Reports Third Quarter Results

Page 5

November 8, 2023

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Securities will be offered only by means of a registration statement and prospectus which can be found at www.sec.gov.

* * * * *

Ashford is an alternative asset management company with a portfolio of strategic operating businesses that provides global asset management, investment management and related services to the real estate and hospitality sectors.

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Inc.’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to maintain compliance with NYSE American LLC continued listing standards; our ability to regain Form S-3 eligibility; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the Company’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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


	September 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	28,018	$	44,390
Restricted cash	36,215		37,058
Restricted investment	88		303

Accounts receivable, net of allowance of $1,251 and $175, respectively	31,038		17,615
Due from affiliates	575		463
Due from Ashford Trust	7,625		—
Due from Braemar	—		11,828

Inventories	2,544		2,143
Prepaid expenses and other	14,062		11,226

Total current assets	120,165		125,026
Investments	7,542		4,217
Property and equipment, net	54,942		41,791
Operating lease right-of-use assets	22,140		23,844

Goodwill	61,013		58,675
Intangible assets, net	216,184		226,544
Other assets, net	1,118		2,259
Total assets	$	483,104	$	482,356
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	42,067	$	56,079
Dividends payable	28,318		27,285
Due to affiliates	49		15
Due to Ashford Trust	—		1,197
Due to Braemar	3,533		—

Deferred income	673		444

Notes payable, net	4,145		5,195
Finance lease liabilities	426		1,456
Operating lease liabilities	4,076		3,868
Claims liabilities and other	32,677		25,630
Total current liabilities	115,964		121,169

Deferred income	7,971		7,356
Deferred tax liability, net	27,613		27,873
Deferred compensation plan	1,370		2,849
Notes payable, net	119,241		89,680
Finance lease liabilities	2,947		1,962
Operating lease liabilities	20,180		20,082
Other liabilities	3,716		3,237
Total liabilities	299,002		274,208

MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022	478,000		478,000
Redeemable noncontrolling interests	1,764		1,614
EQUITY (DEFICIT)


Common stock, 100,000,000 shares authorized, $0.001 par value, 3,317,786 and 3,181,585 shares issued and 3,213,975 and 3,110,044 shares outstanding at September 30, 2023 and December 31, 2022, respectively	3		3
Additional paid-in capital	299,365		297,715
Accumulated deficit	(595,717)		(568,482)
Accumulated other comprehensive income (loss)	(30)		78
Treasury stock, at cost, 103,811 and 71,541 shares at September 30, 2023 and December 31, 2022, respectively	(1,331)		(947)
Total equity (deficit) of the Company	(297,710)		(271,633)
Noncontrolling interests in consolidated entities	2,048		167
Total equity (deficit)	(295,662)		(271,466)
Total liabilities, mezzanine equity and equity (deficit)	$	483,104	$	482,356

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)





	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
REVENUE
Advisory services fees:
Base advisory fees	$	11,514	$	12,124	$	35,539	$	35,637
Incentive advisory fees	67		—		201		—


Other advisory revenue	131		131		389		389
Hotel management fees:
Base management fees	9,159		9,285		28,557		24,943
Incentive management fees	925		2,242		3,966		6,113


Other management fees	2,307		1,349		6,933		2,418
Design and construction fees	7,430		6,276		21,964		15,538

Audio visual	30,641		26,159		112,347		87,101
Other	11,175		10,391		32,057		33,902
Cost reimbursement revenue	107,866		96,651		317,094		259,979
Total revenues	181,215		164,608		559,047		466,020
EXPENSES
Salaries and benefits	22,268		19,454		66,727		51,686
Stock/unit-based compensation	464		1,921		1,944		3,591
Cost of revenues for design and construction	2,975		1,789		9,430		5,905
Cost of revenues for audio visual	23,876		19,884		81,697		61,042
Depreciation and amortization	7,084		8,096		21,074		23,740
General and administrative	10,698		8,343		32,220		25,425

Other	5,377		5,750		17,163		16,886
Reimbursed expenses	107,869		96,576		317,023		259,665
Total operating expenses	180,611		161,813		547,278		447,940
OPERATING INCOME (LOSS)	604		2,795		11,769		18,080


Equity in earnings (loss) of unconsolidated entities	(327)		(147)		(1,174)		110
Interest expense	(3,650)		(2,966)		(9,909)		(6,781)
Amortization of loan costs	(269)		(219)		(775)		(524)
Interest income	522		76		1,239		195


Realized gain (loss) on investments	(80)		(3)		(160)		(74)
Other income (expense)	(75)		(22)		259		(134)
INCOME (LOSS) BEFORE INCOME TAXES	(3,275)		(486)		1,249		10,872
Income tax (expense) benefit	205		(617)		(1,642)		(5,971)
NET INCOME (LOSS)	(3,070)		(1,103)		(393)		4,901
Net (income) loss from consolidated entities attributable to noncontrolling interests	190		272		692		830
Net (income) loss attributable to redeemable noncontrolling interests	(111)		(158)		(399)		(290)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(2,991)		(989)		(100)		5,441
Preferred dividends, declared and undeclared	(9,054)		(9,029)		(27,132)		(27,422)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(12,045)	$	(10,018)	$	(27,232)	$	(21,981)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders	$	(3.87)	$	(3.38)	$	(8.88)	$	(7.59)
Weighted average common shares outstanding - basic	3,116		2,960		3,065		2,895
Diluted:
Net income (loss) attributable to common stockholders	$	(3.87)	$	(3.38)	$	(9.18)	$	(7.64)
Weighted average common shares outstanding - diluted	3,116		2,960		3,130		2,960

ASHFORD INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(unaudited, in thousands)





	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Net income (loss)	$	(3,070)	$	(1,103)	$	(393)	$	4,901
Net (income) loss from consolidated entities attributable to noncontrolling interests	190		272		692		830
Net (income) loss attributable to redeemable noncontrolling interests	(111)		(158)		(399)		(290)
Net income (loss) attributable to the company	(2,991)		(989)		(100)		5,441
Interest expense	3,657		2,967		9,914		6,783
Amortization of loan costs	268		219		773		524
Depreciation and amortization	8,998		9,603		26,222		27,782
Income tax expense (benefit)	(205)		617		1,642		5,971

Net income (loss) attributable to unitholders redeemable noncontrolling interests	111		158		399		290
EBITDA	9,838		12,575		38,850		46,791
Deferred compensation plans	(689)		(78)		(1,479)		(567)
Stock/unit-based compensation	465		1,912		1,944		3,663
Change in contingent consideration fair value	130		300		430		300
Transaction costs	685		501		1,307		2,369

Loss on disposal of assets	13		58		1,032		822

Reimbursed software costs, net	—		(75)		(74)		(312)



Legal, advisory and settlement costs	117		300		1,043		1,163
Severance and executive recruiting costs	785		731		3,061		1,459

Amortization of hotel signing fees and lock subsidies	334		160		879		511
Other (gain) loss	89		27		214		156






Adjusted EBITDA	$	11,767	$	16,411	$	47,207	$	56,355

ASHFORD INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Net income (loss)	$	(3,070)	$	(1,103)	$	(393)	$	4,901
Net (income) loss from consolidated entities attributable to noncontrolling interests	190		272		692		830
Net (income) loss attributable to redeemable noncontrolling interests	(111)		(158)		(399)		(290)
Preferred dividends, declared and undeclared	(9,054)		(9,029)		(27,132)		(27,422)

Net income (loss) attributable to common stockholders	(12,045)		(10,018)		(27,232)		(21,981)
Amortization of loan costs	268		219		773		524
Depreciation and amortization	8,998		9,603		26,222		27,782
Net income (loss) attributable to unitholders redeemable noncontrolling interests	111		158		399		290
Preferred dividends, declared and undeclared	9,054		9,029		27,132		27,422

Deferred compensation plans	(689)		(78)		(1,479)		(567)
Stock/unit-based compensation	465		1,912		1,944		3,663

Change in contingent consideration fair value	130		300		430		300
Transaction costs	685		501		1,307		2,369

Loss on disposal of assets	13		58		1,032		822
Non-cash interest from finance lease	—		160		—		487

Reimbursed software costs, net	—		(75)		(74)		(312)



Legal, advisory and settlement costs	117		300		1,043		1,163

Severance and executive recruiting costs	785		731		3,061		1,459

Amortization of hotel signing fees and lock subsidies	334		160		879		511
Other (gain) loss	89		27		214		156





GAAP income tax expense (benefit)	(205)		617		1,642		5,971
Adjusted income tax (expense) benefit (1)	(311)		(1,825)		(3,468)		(9,593)
Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	7,799	$	11,779	$	33,825	$	40,466
Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	0.96	$	1.48	$	4.19	$	5.24
Weighted average diluted shares	8,154		7,932		8,066		7,729

Components of weighted average diluted shares
Common shares	3,116		2,960		3,065		2,895
Series D convertible preferred stock	4,234		4,221		4,230		4,218
Deferred compensation plan	223		205		214		203


Acquisition related shares	472		376		443		269
Restricted shares and units	109		170		114		144

Weighted average diluted shares	8,154		7,932		8,066		7,729

Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit


GAAP income tax (expense) benefit	$	205	$	(617)	$	(1,642)	$	(5,971)
Less deferred income tax (expense) benefit	516		1,208		1,826		3,622


Adjusted income tax (expense) benefit (1)	$	(311)	$	(1,825)	$	(3,468)	$	(9,593)

(1) Income tax expense (benefit) is adjusted to exclude the effects of deferred income tax expense (benefit) because current income tax expense (benefit) (i) provides a more accurate period-over-period comparison of the ongoing operating performance of our advisory and products and services businesses, and (ii) provides more useful information to investors regarding our economic performance. See Note 18 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT

(unaudited, in thousands, except per share amounts)


	Three Months Ended September 30, 2023								Three Months Ended September 30, 2022
	Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
REVENUE
Advisory services fees:
Base advisory fees - Trust	$	8,121	$	—	$	—	$	8,121	$	8,855	$	—	$	—	$	8,855




Base advisory fees - Braemar	3,393		—		—		3,393		3,269		—		—		3,269
Incentive advisory fees - Braemar	67		—		—		67		—		—		—		—


Other advisory revenue - Braemar	131		—		—		131		131		—		—		131
Hotel management fees:
Base management fees	—		9,159		—		9,159		—		9,285		—		9,285
Incentive management fees	—		925		—		925		—		2,242		—		2,242












Other management fees	—		2,307		—		2,307		—		1,349		—		1,349

Design and construction fees	—		7,430		—		7,430		—		6,276		—		6,276



Audio visual	—		30,641		—		30,641		—		26,159		—		26,159
Other	40		11,135		—		11,175		—		10,391		—		10,391
Cost reimbursement revenue	7,386		97,672		2,808		107,866		7,798		84,232		4,621		96,651
Total revenues	19,138		159,269		2,808		181,215		20,053		139,934		4,621		164,608
EXPENSES
Salaries and benefits	—		13,480		9,477		22,957		—		11,099		8,433		19,532
Deferred compensation plans	—		7		(696)		(689)		—		17		(95)		(78)
Stock/unit-based compensation	—		49		415		464		—		93		1,828		1,921

Cost of audio visual revenues	—		23,876		—		23,876		—		19,884		—		19,884
Cost of design and construction revenues	—		2,975		—		2,975		—		1,789		—		1,789

Depreciation and amortization	368		6,689		27		7,084		853		7,179		64		8,096
General and administrative	—		8,416		2,282		10,698		—		6,593		1,750		8,343

Other	—		5,377		—		5,377		—		5,750		—		5,750
Reimbursed expenses	4,402		97,630		2,808		104,840		3,147		84,170		4,621		91,938
REIT stock/unit-based compensation	2,987		42		—		3,029		4,576		62		—		4,638
Total operating expenses	7,757		158,541		14,313		180,611		8,576		136,636		16,601		161,813
OPERATING INCOME (LOSS)	11,381		728		(11,505)		604		11,477		3,298		(11,980)		2,795
Other	—		(1,369)		(2,510)		(3,879)		—		(1,386)		(1,895)		(3,281)
INCOME (LOSS) BEFORE INCOME TAXES	11,381		(641)		(14,015)		(3,275)		11,477		1,912		(13,875)		(486)
Income tax (expense) benefit	(2,780)		267		2,718		205		(2,849)		(119)		2,351		(617)
NET INCOME (LOSS)	8,601		(374)		(11,297)		(3,070)		8,628		1,793		(11,524)		(1,103)
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		177		13		190		—		272		—		272
Net (income) loss attributable to redeemable noncontrolling interests	—		—		(111)		(111)		—		—		(158)		(158)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	8,601		(197)		(11,395)		(2,991)		8,628		2,065		(11,682)		(989)
Preferred dividends, declared and undeclared	—		—		(9,054)		(9,054)		—		—		(9,029)		(9,029)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	8,601	$	(197)	$	(20,449)	$	(12,045)	$	8,628	$	2,065	$	(20,711)	$	(10,018)
															(Continued)

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT

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


	Three Months Ended September 30, 2023								Three Months Ended September 30, 2022
	Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	8,601	$	(197)	$	(20,449)	$	(12,045)	$	8,628	$	2,065	$	(20,711)	$	(10,018)
Preferred dividends, declared and undeclared	—		—		9,054		9,054		—		—		9,029		9,029

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	8,601		(197)		(11,395)		(2,991)		8,628		2,065		(11,682)		(989)
Interest expense	—		901		2,756		3,657		—		1,166		1,801		2,967
Amortization of loan costs	—		51		217		268		—		33		186		219
Depreciation and amortization	368		8,603		27		8,998		853		8,686		64		9,603


Income tax expense (benefit)	2,780		(267)		(2,718)		(205)		2,849		119		(2,351)		617

Net income (loss) attributable to unitholders redeemable noncontrolling interests	—		—		111		111		—		—		158		158
EBITDA	11,749		9,091		(11,002)		9,838		12,330		12,069		(11,824)		12,575
Deferred compensation plans	—		7		(696)		(689)		—		17		(95)		(78)
Stock/unit-based compensation	—		50		415		465		—		84		1,828		1,912
Change in contingent consideration fair value	—		130		—		130		—		300		—		300
Transaction costs	—		224		461		685		—		682		(181)		501

Loss on disposal of assets	—		13		—		13		—		58		—		58

Reimbursed software costs, net	—		—		—		—		(75)		—		—		(75)

Legal, advisory and settlement costs	—		20		97		117		—		78		222		300
Severance and executive recruiting costs	—		15		770		785		—		24		707		731

Amortization of hotel signing fees and lock subsidies	—		334		—		334		—		160		—		160
Other (gain) loss	—		89		—		89		—		27		—		27






Adjusted EBITDA	11,749		9,973		(9,955)		11,767		12,255		13,499		(9,343)		16,411
Interest expense	—		(901)		(2,756)		(3,657)		—		(1,166)		(1,801)		(2,967)
Non-cash interest from finance lease	—		—		—		—		—		160		—		160
Adjusted income tax (expense) benefit	(2,609)		(949)		3,247		(311)		(3,022)		(1,817)		3,014		(1,825)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	9,140	$	8,123	$	(9,464)	$	7,799	$	9,233	$	10,676	$	(8,130)	$	11,779


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (1)	$	2.76	$	(0.06)	$	(6.56)	$	(3.87)	$	2.91	$	0.70	$	(7.00)	$	(3.38)
Weighted average common shares outstanding - diluted	3,116		3,116		3,116		3,116		2,960		2,960		2,960		2,960
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1)	$	1.12	$	1.00	$	(1.16)	$	0.96	$	1.16	$	1.35	$	(1.02)	$	1.48
Weighted average diluted shares	8,154		8,154		8,154		8,154		7,932		7,932		7,932		7,932

(1) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the segments, may differ from the consolidated total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT

(unaudited, in thousands, except per share amounts)


	Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2022
	Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
REVENUE
Advisory services fees:
Base advisory fees - Trust	$	24,839	$	—	$	—	$	24,839	$	26,202	$	—	$	—	$	26,202




Base advisory fees - Braemar	10,700		—		—		10,700		9,435		—		—		9,435
Incentive advisory fees - Braemar	201		—		—		201		—		—		—		—


Other advisory revenue - Braemar	389		—		—		389		389		—		—		389
Hotel management fees:
Base management fees	—		28,557		—		28,557		—		24,943		—		24,943
Incentive management fees	—		3,966		—		3,966		—		6,113		—		6,113












Other management fees	—		6,933		—		6,933		—		2,418		—		2,418

Design and construction fees	—		21,964		—		21,964		—		15,538		—		15,538



Audio visual	—		112,347		—		112,347		—		87,101		—		87,101
Other	220		31,837		—		32,057		16		33,886		—		33,902
Cost reimbursement revenue	23,967		284,039		9,088		317,094		22,626		228,919		8,434		259,979
Total revenues	60,316		489,643		9,088		559,047		58,668		398,918		8,434		466,020
EXPENSES
Salaries and benefits	—		39,660		28,546		68,206		—		28,785		23,468		52,253
Deferred compensation plans	—		30		(1,509)		(1,479)		—		53		(620)		(567)
Stock/unit-based compensation	—		157		1,787		1,944		—		270		3,321		3,591

Cost of audio visual revenues	—		81,697		—		81,697		—		61,042		—		61,042
Cost of design and construction revenues	—		9,430		—		9,430		—		5,905		—		5,905

Depreciation and amortization	1,253		19,694		127		21,074		2,558		20,848		334		23,740
General and administrative	—		25,004		7,216		32,220		—		18,328		7,097		25,425

Other	1,032		16,131		—		17,163		706		16,150		30		16,886
Reimbursed expenses	13,872		283,896		9,088		306,856		9,410		228,705		8,434		246,549
REIT stock/unit-based compensation	10,024		143		—		10,167		12,902		214		—		13,116
Total operating expenses	26,181		475,842		45,255		547,278		25,576		380,300		42,064		447,940
OPERATING INCOME (LOSS)	34,135		13,801		(36,167)		11,769		33,092		18,618		(33,630)		18,080
Other	—		(3,345)		(7,175)		(10,520)		—		(3,334)		(3,874)		(7,208)
INCOME (LOSS) BEFORE INCOME TAXES	34,135		10,456		(43,342)		1,249		33,092		15,284		(37,504)		10,872
Income tax (expense) benefit	(8,244)		(4,844)		11,446		(1,642)		(8,196)		(5,695)		7,920		(5,971)
NET INCOME (LOSS)	25,891		5,612		(31,896)		(393)		24,896		9,589		(29,584)		4,901
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		679		13		692		—		830		—		830
Net (income) loss attributable to redeemable noncontrolling interests	—		—		(399)		(399)		—		—		(290)		(290)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	25,891		6,291		(32,282)		(100)		24,896		10,419		(29,874)		5,441
Preferred dividends, declared and undeclared	—		—		(27,132)		(27,132)		—		—		(27,422)		(27,422)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	25,891	$	6,291	$	(59,414)	$	(27,232)	$	24,896	$	10,419	$	(57,296)	$	(21,981)
															(Continued)

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT

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


	Nine Months Ended September 30, 2023								Nine Months Ended September 30, 2022
	Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	25,891	$	6,291	$	(59,414)	$	(27,232)	$	24,896	$	10,419	$	(57,296)	$	(21,981)
Preferred dividends, declared and undeclared	—		—		27,132		27,132		—		—		27,422		27,422

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	25,891		6,291		(32,282)		(100)		24,896		10,419		(29,874)		5,441
Interest expense	—		2,274		7,640		9,914		—		3,282		3,501		6,783
Amortization of loan costs	—		149		624		773		—		135		389		524
Depreciation and amortization	1,253		24,842		127		26,222		2,558		24,890		334		27,782


Income tax expense (benefit)	8,244		4,844		(11,446)		1,642		8,196		5,695		(7,920)		5,971

Net income (loss) attributable to unitholders redeemable noncontrolling interests	—		—		399		399		—		—		290		290
EBITDA	35,388		38,400		(34,938)		38,850		35,650		44,421		(33,280)		46,791
Deferred compensation plans	—		30		(1,509)		(1,479)		—		53		(620)		(567)
Stock/unit-based compensation	—		157		1,787		1,944		—		342		3,321		3,663
Change in contingent consideration fair value	—		430		—		430		—		300		—		300
Transaction costs	—		589		718		1,307		—		1,777		592		2,369

Loss on disposal of assets	1,032		—		—		1,032		706		116		—		822

Reimbursed software costs, net	(74)		—		—		(74)		(312)		—		—		(312)

Legal, advisory and settlement costs	—		619		424		1,043		—		(6)		1,169		1,163
Severance and executive recruiting costs	—		260		2,801		3,061		—		155		1,304		1,459

Amortization of hotel signing fees and lock subsidies	—		879		—		879		—		511		—		511
Other (gain) loss	—		185		29		214		—		69		87		156






Adjusted EBITDA	36,346		41,549		(30,688)		47,207		36,044		47,738		(27,427)		56,355
Interest expense	—		(2,274)		(7,640)		(9,914)		—		(3,282)		(3,501)		(6,783)
Non-cash interest from finance lease	—		—		—		—		—		487		—		487
Adjusted income tax (expense) benefit	(8,063)		(6,325)		10,920		(3,468)		(9,252)		(9,262)		8,921		(9,593)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	28,283	$	32,950	$	(27,408)	$	33,825	$	26,792	$	35,681	$	(22,007)	$	40,466


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (1)	$	8.27	$	2.01	$	(19.46)	$	(9.18)	$	8.41	$	3.52	$	(19.57)	$	(7.64)
Weighted average common shares outstanding - diluted	3,130		3,130		3,130		3,130		2,960		2,960		2,960		2,960
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1)	$	3.51	$	4.09	$	(3.40)	$	4.19	$	3.47	$	4.62	$	(2.85)	$	5.24
Weighted average diluted shares	8,066		8,066		8,066		8,066		7,729		7,729		7,729		7,729

(1) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the segments, may differ from the consolidated total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)


	Three Months Ended September 30, 2023
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	9,159	$	—	$	—	$	—	$	—	$	—	$	9,159
Incentive management fees	925		—		—		—		—		—		925












Other management fees	2,307		—		—		—		—		—		2,307

Design and construction fees	—		7,430		—		—		—		—		7,430



Audio visual	—		—		30,641		—		—		—		30,641
Other	—		—		—		8,375		373		2,387		11,135
Cost reimbursement revenue	94,421		3,175		53		23		—		—		97,672
Total revenues	106,812		10,605		30,694		8,398		373		2,387		159,269
EXPENSES
Salaries and benefits	6,111		821		4,471		1,174		734		169		13,480
Deferred compensation plans	—		—		—		7		—		—		7
Stock/unit-based compensation	21		15		8		5		—		—		49

Cost of audio visual revenues	—		—		23,876		—		—		—		23,876
Cost of design and construction revenues	—		2,975		—		—		—		—		2,975

Depreciation and amortization	3,006		2,882		490		308		3		—		6,689
General and administrative	1,585		889		3,260		2,132		400		150		8,416

Other	219		—		—		4,812		29		317		5,377
Reimbursed expenses	94,417		3,151		39		23		—		—		97,630
REIT stock/unit-based compensation	4		24		14		—		—		—		42
Total operating expenses	105,363		10,757		32,158		8,461		1,166		636		158,541
OPERATING INCOME (LOSS)	1,449		(152)		(1,464)		(63)		(793)		1,751		728
Other	(23)		—		(565)		(455)		(10)		(316)		(1,369)
INCOME (LOSS) BEFORE INCOME TAXES	1,426		(152)		(2,029)		(518)		(803)		1,435		(641)
Income tax (expense) benefit	(314)		8		907		263		—		(597)		267
NET INCOME (LOSS)	1,112		(144)		(1,122)		(255)		(803)		838		(374)
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		187		(10)		177

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	1,112	$	(144)	$	(1,122)	$	(255)	$	(616)	$	828	$	(197)
Interest expense	—		—		438		444		5		14		901
Amortization of loan costs	—		—		42		9		—		—		51
Depreciation and amortization	3,006		2,882		1,875		835		2		3		8,603


Income tax expense (benefit)	314		(8)		(907)		(263)		—		597		(267)


EBITDA	4,432		2,730		326		770		(609)		1,442		9,091
Deferred compensation plans	—		—		—		7		—		—		7
Stock/unit-based compensation	22		15		8		5		—		—		50
Change in contingent consideration fair value	130		—		—		—		—		—		130
Transaction costs	—		—		115		107		2		—		224

Loss on disposal of assets	—		—		3		10		—		—		13



Legal, advisory and settlement costs	17		—		—		3		—		—		20
Severance and executive recruiting costs	15		—		—		—		—		—		15

Amortization of hotel signing fees and lock subsidies	—		—		334		—		—		—		334
Other (gain) loss	67		—		22		—		—		—		89






Adjusted EBITDA	4,683		2,745		808		902		(607)		1,442		9,973
Interest expense	—		—		(438)		(444)		(5)		(14)		(901)

Adjusted income tax (expense) benefit	(631)		(773)		529		352		—		(426)		(949)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	4,052	$	1,972	$	899	$	810	$	(612)	$	1,002	$	8,123


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	0.36	$	(0.05)	$	(0.36)	$	(0.08)	$	(0.20)	$	0.27	$	(0.06)
Weighted average common shares outstanding - diluted	3,116		3,116		3,116		3,116		3,116		3,116		3,116
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2)	$	0.50	$	0.24	$	0.11	$	0.10	$	(0.08)	$	0.12	$	1.00
Weighted average diluted shares	8,154		8,154		8,154		8,154		8,154		8,154		8,154

(1) Represents Pure Wellness and Lismore Capital.

(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)


	Three Months Ended September 30, 2022
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	9,285	$	—	$	—	$	—	$	—	$	—	$	9,285
Incentive management fees	2,242		—		—		—		—		—		2,242












Other management fees	1,349		—		—				—		—		1,349

Design and construction fees	—		6,276		—		—		—		—		6,276



Audio visual	—		—		26,159		—		—		—		26,159
Other	—		—		—		6,608		389		3,394		10,391
Cost reimbursement revenue	80,880		3,306		38		8		—		—		84,232
Total revenues	93,756		9,582		26,197		6,616		389		3,394		139,934
EXPENSES
Salaries and benefits	5,653		555		3,204		778		588		321		11,099
Deferred compensation plans	—		—		—		17		—		—		17
Stock/unit-based compensation	61		20		7		5		—		—		93

Cost of audio visual revenues	—		—		19,884		—		—		—		19,884
Cost of design and construction revenues	—		1,789		—		—		—		—		1,789

Depreciation and amortization	3,288		2,978		418		175		3		317		7,179
General and administrative	957		707		2,476		1,599		704		150		6,593

Other	300		—		—		3,496		70		1,884		5,750
Reimbursed expenses	80,866		3,276		20		8		—		—		84,170
REIT stock/unit-based compensation	14		30		18		—		—		—		62
Total operating expenses	91,139		9,355		26,027		6,078		1,365		2,672		136,636
OPERATING INCOME (LOSS)	2,617		227		170		538		(976)		722		3,298
Other	53		—		(459)		(206)		—		(774)		(1,386)
INCOME (LOSS) BEFORE INCOME TAXES	2,670		227		(289)		332		(976)		(52)		1,912
Income tax (expense) benefit	(256)		(112)		53		192		—		4		(119)
NET INCOME (LOSS)	2,414		115		(236)		524		(976)		(48)		1,793
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		223		49		272

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	2,414	$	115	$	(236)	$	524	$	(753)	$	1	$	2,065
Interest expense	—		—		345		197		—		624		1,166
Amortization of loan costs	—		—		24		9		—		—		33
Depreciation and amortization	3,288		2,978		1,679		594		3		144		8,686


Income tax expense (benefit)	256		112		(53)		(192)		—		(4)		119


EBITDA	5,958		3,205		1,759		1,132		(750)		765		12,069
Stock/unit-based compensation	52		20		7		5		—		—		84
Deferred compensation plans	—		—		—		17		—		—		17
Change in contingent consideration fair value	300		—		—		—		—		—		300
Transaction costs	445		—		11		226		—		—		682

Loss on disposal of assets	—		—		58		—		—		—		58



Legal, advisory and settlement costs	4		—		38		36		—		—		78
Severance and executive recruiting costs	16		—		—		8		—		—		24

Amortization of hotel signing fees and lock subsidies	—		—		153		—		7		—		160
Other (gain) loss	(18)		30		15		—		—		—		27






Adjusted EBITDA	6,757		3,255		2,041		1,424		(743)		765		13,499
Interest expense	—		—		(345)		(197)		—		(624)		(1,166)
Non-cash interest from finance lease	—		—		—		—		—		160		160
Adjusted income tax (expense) benefit	(1,283)		(917)		143		274		—		(34)		(1,817)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	5,474	$	2,338	$	1,839	$	1,501	$	(743)	$	267	$	10,676


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	0.82	$	0.04	$	(0.08)	$	0.18	$	(0.25)	$	—	$	0.70
Weighted average common shares outstanding - diluted	2,960		2,960		2,960		2,960		2,960		2,960		2,960
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2)	$	0.69	$	0.29	$	0.23	$	0.19	$	(0.09)	$	0.03	$	1.35
Weighted average diluted shares	7,932		7,932		7,932		7,932		7,932		7,932		7,932

(1) Represents Pure Wellness, Lismore Capital, Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.

(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)


	Nine Months Ended September 30, 2023
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	28,557	$	—	$	—	$	—	$	—	$	—	$	28,557
Incentive management fees	3,966		—		—		—		—		—		3,966












Other management fees	6,933		—		—		—		—		—		6,933

Design and construction fees	—		21,964		—		—		—		—		21,964



Audio visual	—		—		112,347		—		—		—		112,347
Other	3		—		—		25,797		1,184		4,853		31,837
Cost reimbursement revenue	274,995		8,816		159		69		—		—		284,039
Total revenues	314,454		30,780		112,506		25,866		1,184		4,853		489,643
EXPENSES
Salaries and benefits	18,174		2,025		13,529		3,072		2,135		725		39,660
Deferred compensation plans	—		—		—		30		—		—		30
Stock/unit-based compensation	56		63		22		16		—		—		157

Cost of audio visual revenues	—		—		81,697		—		—		—		81,697
Cost of design and construction revenues	—		9,430		—		—		—		—		9,430

Depreciation and amortization	8,836		8,648		1,420		775		9		6		19,694
General and administrative	4,848		2,709		9,177		6,286		1,615		369		25,004

Other	1,246		—		—		14,008		141		736		16,131
Reimbursed expenses	274,975		8,734		118		69		—		—		283,896
REIT stock/unit-based compensation	20		82		41		—		—		—		143
Total operating expenses	308,155		31,691		106,004		24,256		3,900		1,836		475,842
OPERATING INCOME (LOSS)	6,299		(911)		6,502		1,610		(2,716)		3,017		13,801
Other	23		—		(1,385)		(746)		(76)		(1,161)		(3,345)
INCOME (LOSS) BEFORE INCOME TAXES	6,322		(911)		5,117		864		(2,792)		1,856		10,456
Income tax (expense) benefit	(1,531)		182		(3,000)		(16)		—		(479)		(4,844)
NET INCOME (LOSS)	4,791		(729)		2,117		848		(2,792)		1,377		5,612
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		647		32		679

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	4,791	$	(729)	$	2,117	$	848	$	(2,145)	$	1,409	$	6,291
Interest expense	—		—		1,109		1,138		9		18		2,274
Amortization of loan costs	—		—		121		28		—		—		149
Depreciation and amortization	8,836		8,648		5,127		2,209		7		15		24,842


Income tax expense (benefit)	1,531		(182)		3,000		16		—		479		4,844


EBITDA	15,158		7,737		11,474		4,239		(2,129)		1,921		38,400
Deferred compensation plans	—		—		—		30		—		—		30
Stock/unit-based compensation	56		63		22		16		—		—		157
Change in contingent consideration fair value	430		—		—		—		—		—		430
Transaction costs	(123)		—		115		548		49		—		589

Loss on disposal of assets	—		—		(10)		10		—		—		—



Legal, advisory and settlement costs	611		—		—		8		—		—		619
Severance and executive recruiting costs	123		—		102		—		—		35		260

Amortization of hotel signing fees and lock subsidies	—		—		864		—		15		—		879
Other (gain) loss	(3)		—		188		—		—		—		185






Adjusted EBITDA	16,252		7,800		12,755		4,851		(2,065)		1,956		41,549
Interest expense	—		—		(1,109)		(1,138)		(9)		(18)		(2,274)

Adjusted income tax (expense) benefit	(2,841)		(1,944)		(1,302)		322		—		(560)		(6,325)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	13,411	$	5,856	$	10,344	$	4,035	$	(2,074)	$	1,378	$	32,950


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	1.53	$	(0.23)	$	0.68	$	0.27	$	(0.69)	$	0.45	$	2.01
Weighted average common shares outstanding - diluted	3,130		3,130		3,130		3,130		3,130		3,130		3,130
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2)	$	1.66	$	0.73	$	1.28	$	0.50	$	(0.26)	$	0.17	$	4.09
Weighted average diluted shares	8,066		8,066		8,066		8,066		8,066		8,066		8,066

(1) Represents Pure Wellness and Lismore Capital.

(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)


	Nine Months Ended September 30, 2022
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	24,943	$	—	$	—	$	—	$	—	$	—	$	24,943
Incentive management fees	6,113		—		—		—		—		—		6,113












Other management fees	2,418		—		—		—		—		—		2,418

Design and construction fees	—		15,538		—		—		—		—		15,538



Audio visual	—		—		87,101		—		—		—		87,101
Other	181		—		—		20,337		1,180		12,188		33,886
Cost reimbursement revenue	221,407		7,355		134		17		4		2		228,919
Total revenues	255,062		22,893		87,235		20,354		1,184		12,190		398,918
EXPENSES
Salaries and benefits	13,920		1,545		8,557		2,114		1,901		748		28,785
Deferred compensation plans	—		—		—		53		—		—		53
Stock/unit-based compensation	161		52		44		13		—		—		270

Cost of audio visual revenues	—		—		61,042		—		—		—		61,042
Cost of design and construction revenues	—		5,905		—		—		—		—		5,905

Depreciation and amortization	9,107		8,914		1,358		501		9		959		20,848
General and administrative	2,835		2,285		6,734		3,978		1,906		590		18,328

Other	300		—		—		10,475		217		5,158		16,150
Reimbursed expenses	221,341		7,263		78		17		4		2		228,705
REIT stock/unit-based compensation	66		92		56		—		—		—		214
Total operating expenses	247,730		26,056		77,869		17,151		4,037		7,457		380,300
OPERATING INCOME (LOSS)	7,332		(3,163)		9,366		3,203		(2,853)		4,733		18,618
Other	89		—		(1,048)		(619)		4		(1,760)		(3,334)
INCOME (LOSS) BEFORE INCOME TAXES	7,421		(3,163)		8,318		2,584		(2,849)		2,973		15,284
Income tax (expense) benefit	(251)		(678)		(3,318)		(680)		—		(768)		(5,695)
NET INCOME (LOSS)	7,170		(3,841)		5,000		1,904		(2,849)		2,205		9,589
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		677		153		830

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	7,170	$	(3,841)	$	5,000	$	1,904	$	(2,172)	$	2,358	$	10,419
Interest expense	—		—		861		537		—		1,884		3,282
Amortization of loan costs	—		—		94		41		—		—		135
Depreciation and amortization	9,107		8,914		5,043		1,487		7		332		24,890


Income tax expense (benefit)	251		678		3,318		680		—		768		5,695


EBITDA	16,528		5,751		14,316		4,649		(2,165)		5,342		44,421
Stock/unit-based compensation	233		52		44		13		—		—		342
Deferred compensation plans	—		—		—		53		—		—		53
Change in contingent consideration fair value	300		—		—		—		—		—		300
Transaction costs	1,387		—		55		335		—		—		1,777

Loss on disposal of assets	—		—		68		—		48		—		116



Legal, advisory and settlement costs	9		—		(60)		45		—		—		(6)
Severance and executive recruiting costs	50		77		19		8		1		—		155

Amortization of hotel signing fees and lock subsidies	—		—		490		—		21		—		511
Other (gain) loss	(31)		87		13		—		—		—		69






Adjusted EBITDA	18,476		5,967		14,945		5,103		(2,095)		5,342		47,738
Interest expense	—		—		(861)		(537)		—		(1,884)		(3,282)
Non-cash interest from finance lease	—		—		—		—		—		487		487
Adjusted income tax (expense) benefit	(3,726)		(1,584)		(2,684)		(413)		—		(855)		(9,262)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	14,750	$	4,383	$	11,400	$	4,153	$	(2,095)	$	3,090	$	35,681


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	2.42	$	(1.30)	$	1.69	$	0.64	$	(0.73)	$	0.80	$	3.52
Weighted average common shares outstanding - diluted	2,960		2,960		2,960		2,960		2,960		2,960		2,960
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2)	$	1.91	$	0.57	$	1.47	$	0.54	$	(0.27)	$	0.40	$	4.62
Weighted average diluted shares	7,729		7,729		7,729		7,729		7,729		7,729		7,729

(1) Represents Pure Wellness, Lismore Capital and Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.

(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(unaudited, in thousands)






	2023		2023		2023		2022		September 30, 2023
	3rd Quarter		2nd Quarter		1st Quarter		4th Quarter		TTM
Net income (loss)	$	(3,070)	$	1,501	$	1,176	$	(1,978)	$	(2,371)
Net (income) loss from consolidated entities attributable to noncontrolling interests	190		214		288		341		1,033
Net (income) loss attributable to redeemable noncontrolling interests	(111)		(133)		(155)		(158)		(557)
Net income (loss) attributable to the company	(2,991)		1,582		1,309		(1,795)		(1,895)
Interest expense	3,657		3,422		2,835		3,214		13,128
Amortization of loan costs	268		264		241		237		1,010
Depreciation and amortization	8,998		8,692		8,532		9,276		35,498
Income tax expense (benefit)	(205)		1,227		620		2,559		4,201

Net income (loss) attributable to unitholders redeemable noncontrolling interests	111		133		155		158		557
EBITDA	9,838		15,320		13,692		13,649		52,499
Deferred compensation plans	(689)		(570)		(220)		90		(1,389)
Stock/unit-based compensation	465		992		487		454		2,398
Change in contingent consideration fair value	130		(480)		780		350		780
Transaction costs	685		419		203		113		1,420

Loss on disposal of assets	13		2		1,017		2,230		3,262

Reimbursed software costs, net	—		—		(74)		(74)		(148)



Legal, advisory and settlement costs	117		635		291		135		1,178
Severance and executive recruiting costs	785		1,133		1,143		1,009		4,070

Amortization of hotel signing fees and lock subsidies	334		305		240		85		964
Other (gain) loss	89		72		53		1,320		1,534






Adjusted EBITDA	$	11,767	$	17,828	$	17,612	$	19,361	$	66,568

Cover Page Cover Page	Nov. 08, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 08, 2023
Entity Registrant Name	ASHFORD INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-36400
Entity Tax Identification Number	84-2331507
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001604738
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AINC
Security Exchange Name	NYSEAMER
Preferred Stock Purchase Right
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSEAMER
No Trading Symbol Flag	true

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AINC Ashford Holding Company