Form 8-K - Current report

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): August 2, 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 August 2, 2023, Ashford Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 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						Second Quarter 2023 Earnings Press Release of the Company, dated August 2, 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: August 2, 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 SECOND QUARTER 2023 RESULTS

DALLAS, August 2, 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 second quarter ended June 30, 2023. Unless otherwise stated, all reported results compare the second quarter ended June 30, 2023, with the second quarter ended June 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

SECOND QUARTER 2023 FINANCIAL HIGHLIGHTS

•Net loss attributable to common stockholders for the quarter was $(7.5) million, or $(2.56) per diluted share. Adjusted net income for the quarter was $12.7 million, or $1.57 per diluted share.

•Total revenue, excluding cost reimbursement revenue, for the quarter was $87.8 million, reflecting a 12.3% growth rate over the prior year quarter.

•Total Advisory Fee revenue from Braemar Hotels & Resorts Inc. (“Braemar”) (NYSE: BHR) in the second quarter increased 15.1% over the prior year quarter.

•Adjusted EBITDA for the quarter was $17.8 million.

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

•As of June 30, 2023, the Company had corporate cash of approximately $21.9 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 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.

Ashford Reports Second Quarter Results

Page 2

August 2, 2023

Ashford Trust has issued $50.6 million of its Series J and Series K Redeemable Preferred Stock through Ashford Securities since the offering commenced, including $27.7 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 35 broker-dealers and RIA firms.

During the quarter, Ashford Securities passed $500 million in cumulative gross capital raised, including $42.1 million from institutions, in less than two years of serving investors via the independent broker-dealer and RIA distribution channels.

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 second quarter, Remington generated hotel management fee revenue of $14.9 million, Net Income Attributable to the Company of $2.8 million, and Adjusted EBITDA of $6.7 million.

Remington continues to focus on growing its mix of third-party managed hotels, which currently account for approximately 39% of Remington’s managed hotels. At the end of the second quarter, Remington managed 120 properties that were open and operating – 47 under third-party management agreements and 73 for Ashford Trust and Braemar – located in 26 states and Washington, D.C. across 25 brands, including 15 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 over the past three quarters as both corporate and social groups have been eager to gather. It has seen a similar recovery in its show services segment. In the second quarter, INSPIRE had audio visual revenue of $41.3 million, Net Income Attributable to the Company of $1.3 million, and Adjusted EBITDA of $5.1 million. Second quarter revenue growth was 15% over the prior year quarter.

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 through the end of the second quarter, Premier had signed 76 third-party engagements, totaling $20.4 million in expected fees. In the second quarter, Premier generated $7.6 million of design and construction fee revenue, Net Loss Attributable to the Company of $(0.5) million, and Adjusted EBITDA of $2.3 million.

Ashford Reports Second Quarter Results

Page 3

August 2, 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 second quarter, RED Hospitality generated $9.8 million of revenue, Net Income Attributable to the Company of $0.7 million, and $2.3 million of Adjusted EBITDA.

As previously announced, during the first quarter 2023, RED Hospitality acquired privately-held Alii Nui and Maui Dive Shop, Maui’s premier luxury catamaran and diving operation. RED intends to expand the Alii Nui fleet in 2023 with an additional vessel, and the acquisition follows RED’s proven track record of successfully acquiring and expanding high-quality providers in niche, high-barrier, luxury markets. The transaction also expanded RED’s geographic footprint into the premier Maui market and geographically diversifies its revenue stream. By establishing a foothold in this coveted market, RED is well-positioned to continue to grow its business in Hawaii.

FINANCIAL RESULTS

Net loss attributable to common stockholders for the quarter totaled $(7.5) million, or $(2.56) per diluted share. Adjusted net income for the quarter was $12.7 million, or $1.57 per diluted share.

For the quarter ended June 20, 2023, base advisory fee revenue was $11.9 million. The base advisory fee revenue in the second quarter was comprised of $8.3 million from Ashford Trust and $3.7 million from Braemar.

Adjusted EBITDA for the quarter was $17.8 million.

CAPITAL STRUCTURE

At the end of the second quarter, the Company had approximately $7.9 billion of gross assets under management from its advised platforms. The Company had corporate cash of $21.9 million and 8.0 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 $122.4 million of loans as of June 30, 2023.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS

•Reported Adjusted EBITDAre of $104.0 million for the second quarter.

•Second quarter Comparable RevPAR increased 6.7% over the prior year quarter.

•To date, Ashford Trust has issued approximately $50.6 million of its non-traded preferred stock.

BRAEMAR HOTELS & RESORTS HIGHLIGHTS

•Reported Adjusted EBITDAre of $46.3 million for the second quarter.

•Second quarter Comparable RevPAR was $309.

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

Ashford Reports Second Quarter Results

Page 4

August 2, 2023

“The lodging industry is stabilizing as corporate and group business continues to grow and the leisure segment modestly softens after the 2022 surge,” commented Monty J. Bennett, Ashford’s Chairman and Chief Executive Officer. “We’re also very pleased to report that Ashford Securities has reached a milestone of $500 million of cumulative capital raised, and we are excited about the future prospects for Ashford Securities to help us grow our assets under management.”

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, August 3, 2023, at 1:00 p.m. ET. The number to call for this interactive teleconference is (201) 689-8263. A replay of the conference call will be available through Thursday, August 10, 2023, by dialing (412) 317-6671 and entering the confirmation number, 13739431.

The Company will also provide an online simulcast and rebroadcast of its second 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, August 3, 2023, beginning at 1:00 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.

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 Reports Second Quarter Results

Page 5

August 2, 2023

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)


	June 30, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	32,505	$	44,390
Restricted cash	36,108		37,058
Restricted investment	224		303

Accounts receivable, net of allowance of $1,180 and $175, respectively	22,880		17,615
Due from affiliates	220		463
Due from Ashford Trust	7,412		—
Due from Braemar	2,058		11,828

Inventories	2,503		2,143
Prepaid expenses and other	15,126		11,226

Total current assets	119,036		125,026
Investments in unconsolidated entities	3,369		4,217
Property and equipment, net	52,438		41,791
Operating lease right-of-use assets	21,054		23,844

Goodwill	59,446		58,675
Intangible assets, net	222,274		226,544
Other assets, net	1,094		2,259
Total assets	$	478,711	$	482,356
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	38,320	$	56,079
Dividends payable	27,964		27,285
Due to affiliates	33		15
Due to Ashford Trust	—		1,197


Deferred income	881		444

Notes payable, net	3,690		5,195
Finance lease liabilities	403		1,456
Operating lease liabilities	3,829		3,868
Claims liabilities and other	32,317		25,630
Total current liabilities	107,437		121,169

Deferred income	8,138		7,356
Deferred tax liability, net	26,562		27,873
Deferred compensation plan	2,060		2,849
Notes payable, net	114,485		89,680
Finance lease liabilities	2,957		1,962
Operating lease liabilities	19,323		20,082
Other liabilities	4,373		3,237
Total liabilities	285,335		274,208

MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022	478,000		478,000
Redeemable noncontrolling interests	1,726		1,614
EQUITY (DEFICIT)


Common stock, 100,000,000 shares authorized, $0.001 par value, 3,317,321 and 3,181,585 shares issued and 3,214,457 and 3,110,044 shares outstanding at June 30, 2023 and December 31, 2022, respectively	3		3
Additional paid-in capital	299,039		297,715
Accumulated deficit	(583,673)		(568,482)
Accumulated other comprehensive income (loss)	(59)		78
Treasury stock, at cost, 102,864 and 71,541 shares at June 30, 2023 and December 31, 2022, respectively	(1,324)		(947)
Total equity (deficit) of the Company	(286,014)		(271,633)
Noncontrolling interests in consolidated entities	(336)		167
Total equity (deficit)	(286,350)		(271,466)
Total liabilities, mezzanine equity and equity (deficit)	$	478,711	$	482,356

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)





	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
REVENUE
Advisory services fees:
Base advisory fees	$	11,917	$	11,839	$	24,025	$	23,513
Incentive advisory fees	67		—		134		—


Other advisory revenue	130		130		258		258
Hotel management fees:
Base management fees	10,388		9,484		19,398		15,658
Incentive management fees	2,059		2,867		3,041		3,871


Other management fees	2,431		1,069		4,626		1,069
Design and construction fees	7,605		4,738		14,534		9,262

Audio visual	41,349		35,977		81,706		60,942
Other	11,808		12,072		20,882		23,511
Cost reimbursement revenue	104,956		89,277		209,228		163,328
Total revenues	192,710		167,453		377,832		301,412
EXPENSES
Salaries and benefits	22,155		16,086		44,459		32,232
Stock/unit-based compensation	991		920		1,480		1,670
Cost of revenues for design and construction	3,589		2,206		6,455		4,116
Cost of revenues for audio visual	29,993		23,279		57,821		41,158
Depreciation and amortization	6,990		8,019		13,990		15,644
General and administrative	11,830		9,770		21,522		17,082

Other	5,684		5,669		11,786		11,136
Reimbursed expenses	104,956		89,181		209,154		163,089
Total operating expenses	186,188		155,130		366,667		286,127
OPERATING INCOME (LOSS)	6,522		12,323		11,165		15,285


Equity in earnings (loss) of unconsolidated entities	(388)		67		(847)		257
Interest expense	(3,422)		(2,536)		(6,259)		(3,815)
Amortization of loan costs	(265)		(232)		(506)		(305)
Interest income	440		38		717		119


Realized gain (loss) on investments	—		—		(80)		(71)
Other income (expense)	(159)		(259)		334		(112)
INCOME (LOSS) BEFORE INCOME TAXES	2,728		9,401		4,524		11,358
Income tax (expense) benefit	(1,227)		(4,076)		(1,847)		(5,354)
NET INCOME (LOSS)	1,501		5,325		2,677		6,004
(Income) loss from consolidated entities attributable to noncontrolling interests	214		298		502		558
Net (income) loss attributable to redeemable noncontrolling interests	(133)		(141)		(288)		(132)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	1,582		5,482		2,891		6,430
Preferred dividends, declared and undeclared	(9,044)		(9,020)		(18,078)		(18,393)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(7,462)	$	(3,538)	$	(15,187)	$	(11,963)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders	$	(2.41)	$	(1.21)	$	(5.00)	$	(4.11)
Weighted average common shares outstanding - basic	3,092		2,913		3,039		2,908
Diluted:
Net income (loss) attributable to common stockholders	$	(2.56)	$	(1.34)	$	(5.10)	$	(4.15)
Weighted average common shares outstanding - diluted	3,334		3,109		3,137		3,006

ASHFORD INC. AND SUBSIDIARIES

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

(unaudited, in thousands)





	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Net income (loss)	$	1,501	$	5,325	$	2,677	$	6,004
(Income) loss from consolidated entities attributable to noncontrolling interests	214		298		502		558
Net (income) loss attributable to redeemable noncontrolling interests	(133)		(141)		(288)		(132)
Net income (loss) attributable to the company	1,582		5,482		2,891		6,430
Interest expense	3,422		2,537		6,257		3,816
Amortization of loan costs	264		232		505		305
Depreciation and amortization	8,692		9,297		17,224		18,179
Income tax expense (benefit)	1,227		4,076		1,847		5,354

Net income (loss) attributable to unitholders redeemable noncontrolling interests	133		141		288		132
EBITDA	15,320		21,765		29,012		34,216
Deferred compensation plans	(570)		(600)		(790)		(489)
Stock/unit-based compensation	992		920		1,479		1,751
Change in contingent consideration fair value	(480)		—		300		—
Transaction costs	419		1,308		622		1,837

Loss on disposal of assets	2		10		1,019		764

Reimbursed software costs, net	—		(94)		(74)		(237)



Legal, advisory and settlement costs	635		751		926		863
Severance and executive recruiting costs	1,133		368		2,276		728

Amortization of hotel signing fees and lock subsidies	305		199		545		351
Other (gain) loss	72		291		125		129






Adjusted EBITDA	$	17,828	$	24,918	$	35,440	$	39,913

ASHFORD INC. AND SUBSIDIARIES

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

(unaudited, in thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Net income (loss)	$	1,501	$	5,325	$	2,677	$	6,004
(Income) loss from consolidated entities attributable to noncontrolling interests	214		298		502		558
Net (income) loss attributable to redeemable noncontrolling interests	(133)		(141)		(288)		(132)
Preferred dividends, declared and undeclared	(9,044)		(9,020)		(18,078)		(18,393)

Net income (loss) attributable to common stockholders	(7,462)		(3,538)		(15,187)		(11,963)
Amortization of loan costs	264		232		505		305
Depreciation and amortization	8,692		9,297		17,224		18,179
Net income (loss) attributable to unitholders redeemable noncontrolling interests	133		141		288		132
Preferred dividends, declared and undeclared	9,044		9,020		18,078		18,393

Deferred compensation plans	(570)		(600)		(790)		(489)
Stock/unit-based compensation	992		920		1,479		1,751

Change in contingent consideration fair value	(480)		—		300		—
Transaction costs	419		1,308		622		1,837

Loss on disposal of assets	2		10		1,019		764
Non-cash interest from finance lease	—		185		—		327

Reimbursed software costs, net	—		(94)		(74)		(237)



Legal, advisory and settlement costs	635		751		926		863

Severance and executive recruiting costs	1,133		368		2,276		728

Amortization of hotel signing fees and lock subsidies	305		199		545		351
Other (gain) loss	72		291		125		129





GAAP income tax expense (benefit)	1,227		4,076		1,847		5,354
Adjusted income tax (expense) benefit (1)	(1,750)		(5,152)		(3,157)		(7,768)
Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	12,656	$	17,414	$	26,026	$	28,656
Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	1.57	$	2.23	$	3.24	$	3.73
Weighted average diluted shares	8,043		7,820		8,021		7,674

Components of weighted average diluted shares
Common shares	3,092		2,913		3,039		2,908
Series D convertible preferred stock	4,229		4,218		4,228		4,216
Deferred compensation plan	212		203		210		202


Acquisition related shares	403		331		428		217
Restricted shares and units	107		155		116		131

Weighted average diluted shares	8,043		7,820		8,021		7,674

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


GAAP income tax (expense) benefit	$	(1,227)	$	(4,076)	$	(1,847)	$	(5,354)
Less deferred income tax (expense) benefit	523		1,076		1,310		2,414


Adjusted income tax (expense) benefit (1)	$	(1,750)	$	(5,152)	$	(3,157)	$	(7,768)

(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 June 30, 2023								Three Months Ended June 30, 2022
	REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
REVENUE
Advisory services fees:
Base advisory fees - Trust	$	8,250	$	—	$	—	$	8,250	$	8,612	$	—	$	—	$	8,612




Base advisory fees - Braemar	3,667		—		—		3,667		3,227		—		—		3,227
Incentive advisory fees - Braemar	67		—		—		67		—		—		—		—


Other advisory revenue - Braemar	130		—		—		130		130		—		—		130
Hotel management fees:
Base management fees	—		10,388		—		10,388		—		9,484		—		9,484
Incentive management fees	—		2,059		—		2,059		—		2,867		—		2,867












Other management fees	—		2,431		—		2,431		—		1,069		—		1,069

Design and construction fees	—		7,605		—		7,605		—		4,738		—		4,738



Audio visual	—		41,349		—		41,349		—		35,977		—		35,977
Other	53		11,755		—		11,808		—		12,072		—		12,072
Cost reimbursement revenue	8,130		94,173		2,653		104,956		7,252		79,774		2,251		89,277
Total revenues	20,297		169,760		2,653		192,710		19,221		145,981		2,251		167,453
EXPENSES
Salaries and benefits	—		13,291		9,434		22,725		—		9,736		6,950		16,686
Deferred compensation plans	—		10		(580)		(570)		—		19		(619)		(600)
Stock/unit-based compensation	—		38		953		991		—		78		842		920

Cost of audio visual revenues	—		29,993		—		29,993		—		23,279		—		23,279
Cost of design and construction revenues	—		3,589		—		3,589		—		2,206		—		2,206

Depreciation and amortization	369		6,593		28		6,990		852		7,102		65		8,019
General and administrative	—		8,687		3,143		11,830		—		6,529		3,241		9,770

Other	—		5,684		—		5,684		—		5,669		—		5,669
Reimbursed expenses	4,670		94,130		2,653		101,453		3,070		79,711		2,251		85,032
REIT stock/unit-based compensation	3,460		43		—		3,503		4,086		63		—		4,149
Total operating expenses	8,499		162,058		15,631		186,188		8,008		134,392		12,730		155,130
OPERATING INCOME (LOSS)	11,798		7,702		(12,978)		6,522		11,213		11,589		(10,479)		12,323
Other	—		(1,358)		(2,436)		(3,794)		—		(1,217)		(1,705)		(2,922)
INCOME (LOSS) BEFORE INCOME TAXES	11,798		6,344		(15,414)		2,728		11,213		10,372		(12,184)		9,401
Income tax (expense) benefit	(2,902)		(2,267)		3,942		(1,227)		(2,896)		(3,893)		2,713		(4,076)
NET INCOME (LOSS)	8,896		4,077		(11,472)		1,501		8,317		6,479		(9,471)		5,325
(Income) loss from consolidated entities attributable to noncontrolling interests	—		214		—		214		—		298		—		298
Net (income) loss attributable to redeemable noncontrolling interests	—		—		(133)		(133)		—		—		(141)		(141)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	8,896		4,291		(11,605)		1,582		8,317		6,777		(9,612)		5,482
Preferred dividends, declared and undeclared	—		—		(9,044)		(9,044)		—		—		(9,020)		(9,020)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	8,896	$	4,291	$	(20,649)	$	(7,462)	$	8,317	$	6,777	$	(18,632)	$	(3,538)
															(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 June 30, 2023								Three Months Ended June 30, 2022
	REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	8,896	$	4,291	$	(20,649)	$	(7,462)	$	8,317	$	6,777	$	(18,632)	$	(3,538)
Preferred dividends, declared and undeclared	—		—		9,044		9,044		—		—		9,020		9,020

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	8,896		4,291		(11,605)		1,582		8,317		6,777		(9,612)		5,482
Interest expense	—		798		2,624		3,422		—		1,087		1,450		2,537
Amortization of loan costs	—		52		212		264		—		51		181		232
Depreciation and amortization	369		8,295		28		8,692		852		8,380		65		9,297


Income tax expense (benefit)	2,902		2,267		(3,942)		1,227		2,896		3,893		(2,713)		4,076

Net income (loss) attributable to unitholders redeemable noncontrolling interests	—		—		133		133		—		—		141		141
EBITDA	12,167		15,703		(12,550)		15,320		12,065		20,188		(10,488)		21,765
Deferred compensation plans	—		10		(580)		(570)		—		19		(619)		(600)
Stock/unit-based compensation	—		39		953		992		—		78		842		920
Change in contingent consideration fair value	—		(480)		—		(480)		—		—		—		—
Transaction costs	—		261		158		419		—		771		537		1,308

Loss on disposal of assets	—		2		—		2		—		10		—		10

Reimbursed software costs, net	—		—		—		—		(94)		—		—		(94)

Legal, advisory and settlement costs	—		372		263		635		—		9		742		751
Severance and executive recruiting costs	—		92		1,041		1,133		—		78		290		368

Amortization of hotel signing fees and lock subsidies	—		305		—		305		—		199		—		199
Other (gain) loss	—		58		14		72		—		204		87		291






Adjusted EBITDA	12,167		16,362		(10,701)		17,828		11,971		21,556		(8,609)		24,918
Interest expense	—		(798)		(2,624)		(3,422)		—		(1,087)		(1,450)		(2,537)
Non-cash interest from finance lease	—		—		—		—		—		185		—		185
Adjusted income tax (expense) benefit	(2,611)		(3,644)		4,505		(1,750)		(3,247)		(4,630)		2,725		(5,152)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	9,556	$	11,920	$	(8,820)	$	12,656	$	8,724	$	16,024	$	(7,334)	$	17,414


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (1)	$	2.67	$	1.14	$	(6.37)	$	(2.56)	$	2.68	$	2.18	$	(6.19)	$	(1.34)
Weighted average common shares outstanding - diluted	3,334		3,334		3,334		3,334		3,109		3,109		3,109		3,109
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)	$	1.19	$	1.48	$	(1.10)	$	1.57	$	1.12	$	2.05	$	(0.94)	$	2.23
Weighted average diluted shares	8,043		8,043		8,043		8,043		7,820		7,820		7,820		7,820

(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)


	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
	REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
REVENUE
Advisory services fees:
Base advisory fees - Trust	$	16,718	$	—	$	—	$	16,718	$	17,347	$	—	$	—	$	17,347




Base advisory fees - Braemar	7,307		—		—		7,307		6,166		—		—		6,166
Incentive advisory fees - Braemar	134		—		—		134		—		—		—		—


Other advisory revenue - Braemar	258		—		—		258		258		—		—		258
Hotel management fees:
Base management fees	—		19,398		—		19,398		—		15,658		—		15,658
Incentive management fees	—		3,041		—		3,041		—		3,871		—		3,871












Other management fees	—		4,626		—		4,626		—		1,069		—		1,069

Design and construction fees	—		14,534		—		14,534		—		9,262		—		9,262



Audio visual	—		81,706		—		81,706		—		60,942		—		60,942
Other	180		20,702		—		20,882		15		23,496		—		23,511
Cost reimbursement revenue	16,581		186,367		6,280		209,228		14,828		144,687		3,813		163,328
Total revenues	41,178		330,374		6,280		377,832		38,614		258,985		3,813		301,412
EXPENSES
Salaries and benefits	—		26,180		19,069		45,249		—		17,686		15,035		32,721
Deferred compensation plans	—		23		(813)		(790)		—		36		(525)		(489)
Stock/unit-based compensation	—		108		1,372		1,480		—		177		1,493		1,670

Cost of audio visual revenues	—		57,821		—		57,821		—		41,158		—		41,158
Cost of design and construction revenues	—		6,455		—		6,455		—		4,116		—		4,116

Depreciation and amortization	885		13,005		100		13,990		1,705		13,669		270		15,644
General and administrative	—		16,588		4,934		21,522		—		11,735		5,347		17,082

Other	1,032		10,754		—		11,786		706		10,400		30		11,136
Reimbursed expenses	9,470		186,266		6,280		202,016		6,263		144,535		3,813		154,611
REIT stock/unit-based compensation	7,037		101		—		7,138		8,326		152		—		8,478
Total operating expenses	18,424		317,301		30,942		366,667		17,000		243,664		25,463		286,127
OPERATING INCOME (LOSS)	22,754		13,073		(24,662)		11,165		21,614		15,321		(21,650)		15,285
Other	—		(1,976)		(4,665)		(6,641)		—		(1,948)		(1,979)		(3,927)
INCOME (LOSS) BEFORE INCOME TAXES	22,754		11,097		(29,327)		4,524		21,614		13,373		(23,629)		11,358
Income tax (expense) benefit	(5,464)		(5,111)		8,728		(1,847)		(5,347)		(5,576)		5,569		(5,354)
NET INCOME (LOSS)	17,290		5,986		(20,599)		2,677		16,267		7,797		(18,060)		6,004
(Income) loss from consolidated entities attributable to noncontrolling interests	—		502		—		502		—		558		—		558
Net (income) loss attributable to redeemable noncontrolling interests	—		—		(288)		(288)		—		—		(132)		(132)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	17,290		6,488		(20,887)		2,891		16,267		8,355		(18,192)		6,430
Preferred dividends, declared and undeclared	—		—		(18,078)		(18,078)		—		—		(18,393)		(18,393)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	17,290	$	6,488	$	(38,965)	$	(15,187)	$	16,267	$	8,355	$	(36,585)	$	(11,963)
															(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)


	Six Months Ended June 30, 2023								Six Months Ended June 30, 2022
	REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		REIT Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	17,290	$	6,488	$	(38,965)	$	(15,187)	$	16,267	$	8,355	$	(36,585)	$	(11,963)
Preferred dividends, declared and undeclared	—		—		18,078		18,078		—		—		18,393		18,393

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	17,290		6,488		(20,887)		2,891		16,267		8,355		(18,192)		6,430
Interest expense	—		1,373		4,884		6,257		—		2,116		1,700		3,816
Amortization of loan costs	—		98		407		505		—		102		203		305
Depreciation and amortization	885		16,239		100		17,224		1,705		16,204		270		18,179


Income tax expense (benefit)	5,464		5,111		(8,728)		1,847		5,347		5,576		(5,569)		5,354

Net income (loss) attributable to unitholders redeemable noncontrolling interests	—		—		288		288		—		—		132		132
EBITDA	23,639		29,309		(23,936)		29,012		23,319		32,353		(21,456)		34,216
Deferred compensation plans	—		23		(813)		(790)		—		36		(525)		(489)
Stock/unit-based compensation	—		107		1,372		1,479		—		258		1,493		1,751
Change in contingent consideration fair value	—		300		—		300		—		—		—		—
Transaction costs	—		365		257		622		—		1,095		742		1,837

Loss on disposal of assets	1,032		(13)		—		1,019		706		58		—		764

Reimbursed software costs, net	(74)		—		—		(74)		(237)		—		—		(237)

Legal, advisory and settlement costs	—		599		327		926		—		(84)		947		863
Severance and executive recruiting costs	—		245		2,031		2,276		—		131		597		728

Amortization of hotel signing fees and lock subsidies	—		545		—		545		—		351		—		351
Other (gain) loss	—		96		29		125		—		42		87		129






Adjusted EBITDA	24,597		31,576		(20,733)		35,440		23,788		34,240		(18,115)		39,913
Interest expense	—		(1,373)		(4,884)		(6,257)		—		(2,116)		(1,700)		(3,816)
Non-cash interest from finance lease	—		—		—		—		—		327		—		327
Adjusted income tax (expense) benefit	(5,454)		(5,376)		7,673		(3,157)		(6,230)		(7,445)		5,907		(7,768)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	19,143	$	24,827	$	(17,944)	$	26,026	$	17,558	$	25,006	$	(13,908)	$	28,656


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (1)	$	5.51	$	2.07	$	(12.68)	$	(5.10)	$	5.41	$	2.78	$	(12.34)	$	(4.15)
Weighted average common shares outstanding - diluted	3,137		3,137		3,137		3,137		3,006		3,006		3,006		3,006
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)	$	2.39	$	3.10	$	(2.24)	$	3.24	$	2.29	$	3.26	$	(1.81)	$	3.73
Weighted average diluted shares	8,021		8,021		8,021		8,021		7,674		7,674		7,674		7,674

(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 June 30, 2023
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	10,388	$	—	$	—	$	—	$	—	$	—	$	10,388
Incentive management fees	2,059		—		—		—		—		—		2,059












Other management fees	2,431		—		—		—		—		—		2,431

Design and construction fees	—		7,605		—		—		—		—		7,605



Audio visual	—		—		41,349		—		—		—		41,349
Other	3		—		—		9,794		422		1,536		11,755
Cost reimbursement revenue	91,297		2,799		54		23		—		—		94,173
Total revenues	106,178		10,404		41,403		9,817		422		1,536		169,760
EXPENSES
Salaries and benefits	6,166		623		4,610		947		743		202		13,291
Deferred compensation plans	—		—		—		10		—		—		10
Stock/unit-based compensation	4		20		8		6		—		—		38

Cost of audio visual revenues	—		—		29,993		—		—		—		29,993
Cost of design and construction revenues	—		3,589		—		—		—		—		3,589

Depreciation and amortization	2,959		2,878		467		286		3		—		6,593
General and administrative	1,782		1,084		3,155		2,019		566		81		8,687

Other	247		—		—		5,207		62		168		5,684
Reimbursed expenses	91,292		2,775		40		23		—		—		94,130
REIT stock/unit-based compensation	5		24		14		—		—		—		43
Total operating expenses	102,455		10,993		38,287		8,498		1,374		451		162,058
OPERATING INCOME (LOSS)	3,723		(589)		3,116		1,319		(952)		1,085		7,702
Other	27		—		(509)		(433)		(66)		(377)		(1,358)
INCOME (LOSS) BEFORE INCOME TAXES	3,750		(589)		2,607		886		(1,018)		708		6,344
Income tax (expense) benefit	(921)		123		(1,291)		(234)		—		56		(2,267)
NET INCOME (LOSS)	2,829		(466)		1,316		652		(1,018)		764		4,077
(Income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		234		(20)		214

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	2,829	$	(466)	$	1,316	$	652	$	(784)	$	744	$	4,291
Interest expense	—		—		376		417		3		2		798
Amortization of loan costs	—		—		42		10		—		—		52
Depreciation and amortization	2,959		2,878		1,672		780		3		3		8,295


Income tax expense (benefit)	921		(123)		1,291		234		—		(56)		2,267


EBITDA	6,709		2,289		4,697		2,093		(778)		693		15,703
Deferred compensation plans	—		—		—		10		—		—		10
Stock/unit-based compensation	5		20		8		6		—		—		39
Change in contingent consideration fair value	(480)		—		—		—		—		—		(480)
Transaction costs	(1)		—		—		215		47		—		261

Loss on disposal of assets	—		—		2		—		—		—		2



Legal, advisory and settlement costs	372		—		—		—		—		—		372
Severance and executive recruiting costs	92		—		—		—		—		—		92

Amortization of hotel signing fees and lock subsidies	—		—		294		—		11		—		305
Other (gain) loss	(13)		—		71		—		—		—		58






Adjusted EBITDA	6,684		2,309		5,072		2,324		(720)		693		16,362
Interest expense	—		—		(376)		(417)		(3)		(2)		(798)

Adjusted income tax (expense) benefit	(2,114)		(1,069)		(327)		43		—		(177)		(3,644)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	4,570	$	1,240	$	4,369	$	1,950	$	(723)	$	514	$	11,920


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	0.70	$	(0.14)	$	0.39	$	0.20	$	(0.24)	$	0.22	$	1.14
Weighted average common shares outstanding - diluted	3,334		3,334		3,334		3,334		3,334		3,334		3,334
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)	$	0.57	$	0.15	$	0.54	$	0.24	$	(0.09)	$	0.06	$	1.48
Weighted average diluted shares	8,043		8,043		8,043		8,043		8,043		8,043		8,043

(1) Represents Pure Wellness, Lismore Capital and Marietta Leasehold L.P.

(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 June 30, 2022
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	9,484	$	—	$	—	$	—	$	—	$	—	$	9,484
Incentive management fees	2,867		—		—		—		—		—		2,867












Other management fees	1,069		—		—				—		—		1,069

Design and construction fees	—		4,738		—		—		—		—		4,738



Audio visual	—		—		35,977		—		—		—		35,977
Other	—		—		—		7,684		413		3,975		12,072
Cost reimbursement revenue	77,379		2,347		39		9		—		—		79,774
Total revenues	90,799		7,085		36,016		7,693		413		3,975		145,981
EXPENSES
Salaries and benefits	4,779		540		2,896		660		628		233		9,736
Deferred compensation plans	—		—		—		19		—		—		19
Stock/unit-based compensation	40		15		19		4		—		—		78

Cost of audio visual revenues	—		—		23,279		—		—		—		23,279
Cost of design and construction revenues	—		2,206		—		—		—		—		2,206

Depreciation and amortization	3,123		2,974		472		214		2		317		7,102
General and administrative	1,118		960		2,241		1,278		654		278		6,529

Other	—		—		—		3,708		85		1,876		5,669
Reimbursed expenses	77,365		2,317		20		9		—		—		79,711
REIT stock/unit-based compensation	14		30		19		—		—		—		63
Total operating expenses	86,439		9,042		28,946		5,892		1,369		2,704		134,392
OPERATING INCOME (LOSS)	4,360		(1,957)		7,070		1,801		(956)		1,271		11,589
Other	(130)		—		(328)		(201)		4		(562)		(1,217)
INCOME (LOSS) BEFORE INCOME TAXES	4,230		(1,957)		6,742		1,600		(952)		709		10,372
Income tax (expense) benefit	138		(907)		(2,377)		(531)		—		(216)		(3,893)
NET INCOME (LOSS)	4,368		(2,864)		4,365		1,069		(952)		493		6,479
(Income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		228		70		298

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	4,368	$	(2,864)	$	4,365	$	1,069	$	(724)	$	563	$	6,777
Interest expense	—		—		276		181		—		630		1,087
Amortization of loan costs	—		—		35		16		—		—		51
Depreciation and amortization	3,123		2,974		1,685		495		1		102		8,380


Income tax expense (benefit)	(138)		907		2,377		531		—		216		3,893


EBITDA	7,353		1,017		8,738		2,292		(723)		1,511		20,188
Stock/unit-based compensation	40		15		19		4		—		—		78
Deferred compensation plans	—		—		—		19		—		—		19

Transaction costs	692		—		18		61		—		—		771

Loss on disposal of assets	—		—		10		—		—		—		10



Legal, advisory and settlement costs	—		—		—		9		—		—		9
Severance and executive recruiting costs	17		61		—		—		—		—		78

Amortization of hotel signing fees and lock subsidies	—		—		192		—		7		—		199
Other (gain) loss	167		30		7		—		—		—		204






Adjusted EBITDA	8,269		1,123		8,984		2,385		(716)		1,511		21,556
Interest expense	—		—		(276)		(181)		—		(630)		(1,087)
Non-cash interest from finance lease	—		—		—		—		—		185		185
Adjusted income tax (expense) benefit	(1,766)		(286)		(1,882)		(433)		—		(263)		(4,630)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	6,503	$	837	$	6,826	$	1,771	$	(716)	$	803	$	16,024


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	1.40	$	(0.92)	$	1.40	$	0.34	$	(0.23)	$	0.18	$	2.18
Weighted average common shares outstanding - diluted	3,109		3,109		3,109		3,109		3,109		3,109		3,109
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)	$	0.83	$	0.11	$	0.87	$	0.23	$	(0.09)	$	0.10	$	2.05
Weighted average diluted shares	7,820		7,820		7,820		7,820		7,820		7,820		7,820

(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)


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











Hotel management fees:
Base management fees	$	19,398	$	—	$	—	$	—	$	—	$	—	$	19,398
Incentive management fees	3,041		—		—		—		—		—		3,041












Other management fees	4,626		—		—		—		—		—		4,626

Design and construction fees	—		14,534		—		—		—		—		14,534



Audio visual	—		—		81,706		—		—		—		81,706
Other	3		—		—		17,422		811		2,466		20,702
Cost reimbursement revenue	180,574		5,641		106		46		—		—		186,367
Total revenues	207,642		20,175		81,812		17,468		811		2,466		330,374
EXPENSES
Salaries and benefits	12,063		1,204		9,058		1,898		1,401		556		26,180
Deferred compensation plans	—		—		—		23		—		—		23
Stock/unit-based compensation	35		48		14		11		—		—		108

Cost of audio visual revenues	—		—		57,821		—		—		—		57,821
Cost of design and construction revenues	—		6,455		—		—		—		—		6,455

Depreciation and amortization	5,830		5,766		930		467		6		6		13,005
General and administrative	3,263		1,820		5,917		4,154		1,215		219		16,588

Other	1,027		—		—		9,196		112		419		10,754
Reimbursed expenses	180,558		5,583		79		46		—		—		186,266
REIT stock/unit-based compensation	16		58		27		—		—		—		101
Total operating expenses	202,792		20,934		73,846		15,795		2,734		1,200		317,301
OPERATING INCOME (LOSS)	4,850		(759)		7,966		1,673		(1,923)		1,266		13,073
Other	46		—		(820)		(291)		(66)		(845)		(1,976)
INCOME (LOSS) BEFORE INCOME TAXES	4,896		(759)		7,146		1,382		(1,989)		421		11,097
Income tax (expense) benefit	(1,217)		174		(3,907)		(279)		—		118		(5,111)
NET INCOME (LOSS)	3,679		(585)		3,239		1,103		(1,989)		539		5,986
(Income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		460		42		502

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	3,679	$	(585)	$	3,239	$	1,103	$	(1,529)	$	581	$	6,488
Interest expense	—		—		671		694		4		4		1,373
Amortization of loan costs	—		—		79		19		—		—		98
Depreciation and amortization	5,830		5,766		3,252		1,374		5		12		16,239


Income tax expense (benefit)	1,217		(174)		3,907		279		—		(118)		5,111


EBITDA	10,726		5,007		11,148		3,469		(1,520)		479		29,309
Deferred compensation plans	—		—		—		23		—		—		23
Stock/unit-based compensation	34		48		14		11		—		—		107
Change in contingent consideration fair value	300		—		—		—		—		—		300
Transaction costs	(123)		—		—		441		47		—		365

Loss on disposal of assets	—		—		(13)		—		—		—		(13)



Legal, advisory and settlement costs	594		—		—		5		—		—		599
Severance and executive recruiting costs	108		—		102		—		—		35		245

Amortization of hotel signing fees and lock subsidies	—		—		530		—		15		—		545
Other (gain) loss	(70)		—		166		—		—		—		96






Adjusted EBITDA	11,569		5,055		11,947		3,949		(1,458)		514		31,576
Interest expense	—		—		(671)		(694)		(4)		(4)		(1,373)

Adjusted income tax (expense) benefit	(2,210)		(1,171)		(1,831)		(30)		—		(134)		(5,376)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	9,359	$	3,884	$	9,445	$	3,225	$	(1,462)	$	376	$	24,827


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	1.17	$	(0.19)	$	1.03	$	0.35	$	(0.49)	$	0.19	$	2.07
Weighted average common shares outstanding - diluted	3,137		3,137		3,137		3,137		3,137		3,137		3,137
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)	$	1.17	$	0.48	$	1.18	$	0.40	$	(0.18)	$	0.05	$	3.10
Weighted average diluted shares	8,021		8,021		8,021		8,021		8,021		8,021		8,021

(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)


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











Hotel management fees:
Base management fees	$	15,658	$	—	$	—	$	—	$	—	$	—	$	15,658
Incentive management fees	3,871		—		—		—		—		—		3,871












Other management fees	1,069		—		—		—		—		—		1,069

Design and construction fees	—		9,262		—		—		—		—		9,262



Audio visual	—		—		60,942		—		—		—		60,942
Other	181		—		—		13,729		791		8,795		23,496
Cost reimbursement revenue	140,527		4,049		96		9		4		2		144,687
Total revenues	161,306		13,311		61,038		13,738		795		8,797		258,985
EXPENSES
Salaries and benefits	8,267		990		5,353		1,336		1,313		427		17,686
Deferred compensation plans	—		—		—		36		—		—		36
Stock/unit-based compensation	100		32		37		8		—		—		177

Cost of audio visual revenues	—		—		41,158		—		—		—		41,158
Cost of design and construction revenues	—		4,116		—		—		—		—		4,116

Depreciation and amortization	5,819		5,936		940		326		6		642		13,669
General and administrative	1,878		1,578		4,258		2,379		1,202		440		11,735

Other	—		—		—		6,979		147		3,274		10,400
Reimbursed expenses	140,475		3,987		58		9		4		2		144,535
REIT stock/unit-based compensation	52		62		38		—		—		—		152
Total operating expenses	156,591		16,701		51,842		11,073		2,672		4,785		243,664
OPERATING INCOME (LOSS)	4,715		(3,390)		9,196		2,665		(1,877)		4,012		15,321
Other	36		—		(589)		(413)		4		(986)		(1,948)
INCOME (LOSS) BEFORE INCOME TAXES	4,751		(3,390)		8,607		2,252		(1,873)		3,026		13,373
Income tax (expense) benefit	5		(566)		(3,371)		(872)		—		(772)		(5,576)
NET INCOME (LOSS)	4,756		(3,956)		5,236		1,380		(1,873)		2,254		7,797
(Income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		454		104		558

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	4,756	$	(3,956)	$	5,236	$	1,380	$	(1,419)	$	2,358	$	8,355
Interest expense	—		—		516		340		—		1,260		2,116
Amortization of loan costs	—		—		70		32		—		—		102
Depreciation and amortization	5,819		5,936		3,364		893		4		188		16,204


Income tax expense (benefit)	(5)		566		3,371		872		—		772		5,576


EBITDA	10,570		2,546		12,557		3,517		(1,415)		4,578		32,353
Stock/unit-based compensation	181		32		37		8		—		—		258
Deferred compensation plans	—		—		—		36		—		—		36

Transaction costs	942		—		44		109		—		—		1,095

Loss on disposal of assets	—		—		10		—		48		—		58



Legal, advisory and settlement costs	5		—		(98)		9		—		—		(84)
Severance and executive recruiting costs	34		77		19		—		1		—		131

Amortization of hotel signing fees and lock subsidies	—		—		337		—		14		—		351
Other (gain) loss	(13)		57		(2)		—		—		—		42






Adjusted EBITDA	11,719		2,712		12,904		3,679		(1,352)		4,578		34,240
Interest expense	—		—		(516)		(340)		—		(1,260)		(2,116)
Non-cash interest from finance lease	—		—		—		—		—		327		327
Adjusted income tax (expense) benefit	(2,443)		(667)		(2,827)		(687)		—		(821)		(7,445)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	9,276	$	2,045	$	9,561	$	2,652	$	(1,352)	$	2,824	$	25,006


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	1.58	$	(1.32)	$	1.74	$	0.46	$	(0.47)	$	0.78	$	2.78
Weighted average common shares outstanding - diluted	3,006		3,006		3,006		3,006		3,006		3,006		3,006
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)	$	1.21	$	0.27	$	1.25	$	0.35	$	(0.18)	$	0.37	$	3.26
Weighted average diluted shares	7,674		7,674		7,674		7,674		7,674		7,674		7,674

(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		2022		2022		June 30, 2023
	2nd Quarter		1st Quarter		4th Quarter		3rd Quarter		TTM
Net income (loss)	$	1,501	$	1,176	$	(1,978)	$	(1,103)	$	(404)
(Income) loss from consolidated entities attributable to noncontrolling interests	214		288		341		272		1,115
Net (income) loss attributable to redeemable noncontrolling interests	(133)		(155)		(158)		(158)		(604)
Net income (loss) attributable to the company	1,582		1,309		(1,795)		(989)		107
Interest expense	3,422		2,835		3,214		2,967		12,438
Amortization of loan costs	264		241		237		219		961
Depreciation and amortization	8,692		8,532		9,276		9,603		36,103
Income tax expense (benefit)	1,227		620		2,559		617		5,023

Net income (loss) attributable to unitholders redeemable noncontrolling interests	133		155		158		158		604
EBITDA	15,320		13,692		13,649		12,575		55,236
Deferred compensation plans	(570)		(220)		90		(78)		(778)
Stock/unit-based compensation	992		487		454		1,912		3,845
Change in contingent consideration fair value	(480)		780		350		300		950
Transaction costs	419		203		113		501		1,236

Loss on disposal of assets	2		1,017		2,230		58		3,307

Reimbursed software costs, net	—		(74)		(74)		(75)		(223)



Legal, advisory and settlement costs	635		291		135		300		1,361
Severance and executive recruiting costs	1,133		1,143		1,009		731		4,016

Amortization of hotel signing fees and lock subsidies	305		240		85		160		790
Other (gain) loss	72		53		1,320		27		1,472






Adjusted EBITDA	$	17,828	$	17,612	$	19,361	$	16,411	$	71,212

Cover Page Cover Page	Aug. 02, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 02, 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