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): February 29, 2024

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 February 29, 2024, Ashford Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended December 31, 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						Fourth Quarter 2023 Earnings Press Release of the Company, dated February 29, 2024.
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: February 29, 2024

		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 FOURTH QUARTER

AND FULL YEAR 2023 RESULTS

DALLAS, February 29, 2024 - 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 fourth quarter and full year ended December 31, 2023. Unless otherwise stated, all reported results compare the fourth quarter and full year ended December 31, 2023, with the fourth quarter and full year ended December 31, 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

FOURTH QUARTER 2023 FINANCIAL HIGHLIGHTS

•Net loss attributable to common stockholders for the quarter was $(13.6) million, or $(4.36) per diluted share. Adjusted net income for the quarter was $8.6 million, or $1.02 per diluted share.

•Total revenue, excluding cost reimbursement revenue, for the quarter was $97.4 million, reflecting a 27.1% growth rate over the prior year quarter.

•Adjusted EBITDA for the quarter was $13.2 million.

•At the end of the fourth quarter, the Company had approximately $7.5 billion of gross assets under management.

•As of December 31, 2023, the Company had corporate cash of approximately $30.8 million.

FULL YEAR 2023 FINANCIAL HIGHLIGHTS

•Net loss attributable to common stockholders for the year was $(40.8) million, or $(13.69) per diluted share. Adjusted net income for the year was $42.4 million, or $5.20 per diluted share.

•Total revenue, excluding cost reimbursement revenue, for the year was $339.4 million, reflecting a 20% growth rate over the prior year.

•Adjusted EBITDA for the year was $60.4 million.

Ashford Reports Fourth Quarter Results

Page 2

February 29, 2024

ASHFORD SECURITIES UPDATE

Ashford Securities is a dedicated capital raising platform created to fund investment opportunities sponsored and asset-managed by Ashford. Ashford Securities currently has three offerings in the market: (1) an income oriented non-traded preferred equity security for Ashford Hospitality Trust, Inc. (“Ashford Trust”) (NYSE: AHT), (2) a growth oriented private offering targeting investments in all types of commercial real estate in the state of Texas (“Texas Strategic Growth Fund”), and (3) a growth and income focused private NAV REIT focused on owning a diversified portfolio of hotels and resorts across all chain scales (“Stirling Hotels & Resorts”).

Ashford Trust has issued $105 million of its Series J and Series K Redeemable Preferred Stock through Ashford Securities since the offering commenced, including $22 million during the fourth quarter. In connection with the Ashford Trust offering of Series J & K Redeemable Preferred Stock, Ashford Securities has assembled a syndicate of 42 broker-dealers and RIA firms.

Additionally, to date, Ashford Securities has raised $11.5 million of capital for the Texas Strategic Growth Fund, which comprises $2.5 million from Ashford Inc. and $9.0 million from other investors. The proceeds from Ashford’s investment, along with other funds raised, were used to make an equity investment in a multi-family property located in San Antonio, TX.

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 fourth quarter, Remington generated hotel management fee revenue of $13.1 million, Net Income Attributable to the Company of $1.7 million, and Adjusted EBITDA of $5.1 million.

Remington continues to focus on growing its mix of third-party managed hotels, which currently account for approximately 44% of Remington’s managed hotels. At the end of the fourth quarter, Remington managed 122 properties that were open and operating – 54 under third-party management agreements and 68 for Ashford Trust and Braemar – located in 25 states, Washington, D.C. and Costa Rica across 28 brands, including 14 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 fourth quarter, INSPIRE had audio visual revenue of $36.3 million, Net Income Attributable to the Company of $3.3 million, and Adjusted EBITDA of $3.9 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 fourth quarter, Premier signed seven third-party engagements,

Ashford Reports Fourth Quarter Results

Page 3

February 29, 2024

totaling $0.4 million in expected fees. In the fourth quarter, Premier generated $5.8 million of design and construction fee revenue, Net Loss Attributable to the Company of $(0.9) million, and Adjusted EBITDA of $1.7 million.

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 fourth quarter, RED Hospitality generated $8.3 million of revenue, Net Loss Attributable to the Company of $(1.1) million, and $0.3 million of Adjusted EBITDA.

FINANCIAL RESULTS

Net loss attributable to common stockholders for the quarter totaled $(13.6) million, or $(4.36) per diluted share. Adjusted net income for the quarter was $8.6 million, or $1.02 per diluted share.

For the quarter ended December 31, 2023, base advisory fee revenue was $11.6 million. The base advisory fee revenue in the fourth quarter was comprised of $8.3 million from Ashford Trust and $3.3 million from Braemar.

Adjusted EBITDA for the quarter was $13.2 million.

CAPITAL STRUCTURE

At the end of the fourth quarter, the Company had approximately $7.5 billion of gross assets under management from its advised platforms. The Company had corporate cash of $30.8 million and 8.4 million fully diluted shares. The Company’s fully diluted shares include 4.3 million common shares associated with its Series D convertible preferred stock. The Company had $141.1 million of loans as of December 31, 2023.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS

•Reported Adjusted EBITDAre of $62.5 million for the fourth quarter.

•Fourth quarter Comparable RevPAR increased 1.6% over the prior year quarter.

•Subsequent to quarter end, Ashford Trust provided an update on its plan to pay off its strategic financing which has a final maturity date in January 2026. This plan includes raising sufficient capital through a combination of asset sales, mortgage debt refinancings, and non-traded preferred capital raising.

BRAEMAR HOTELS & RESORTS HIGHLIGHTS

•Reported Adjusted EBITDAre of $37.4 million for the fourth quarter.

•Fourth quarter Comparable RevPAR was $288.

•During the quarter, Braemar extended its loan secured by the Ritz-Carlton Lake Tahoe.

•During the quarter, the Company refinanced its mortgage loan secured by the Capital Hilton.

•Subsequent to quarter end, the Company extended its mortgage loan secured by the Pier House Resort & Spa.

•Subsequent to quarter end, the Company extended its mortgage loan secured by the Ritz-Carlton St. Thomas.

•Subsequent to quarter end, the Company received a six month forbearance, through August 5, 2024, on its mortgage loan secured by the Hilton La Jolla Torry Pines.

Ashford Reports Fourth Quarter Results

Page 4

February 29, 2024

TEXAS STRATEGIC GROWTH FUND HIGHLIGHTS

•Including the Company’s $2.5 million investment, to date, the fund has raised approximately $11.5 million of gross capital.

•During the quarter, the fund completed its first equity investment of $5 million in a 466-unit multi-family property in San Antonio, TX.

STIRLING HOTELS & RESORTS HIGHLIGHTS

•Offering is now effective for all share classes.

“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. “Our performance this quarter was led by solid revenue growth at INSPIRE and RED Hospitality. Further, we continue to be encouraged with the pace of capital raising at Ashford Securities. As we enter 2024, we 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 Friday, March 1, 2024, 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 Friday, March 8, 2024, by dialing (647) 362-9199 and entering the confirmation number, 1818099.

The Company will also provide an online simulcast and rebroadcast of its fourth 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 Friday, March 1, 2024, 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 Fourth Quarter Results

Page 5

February 29, 2024

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)


	December 31, 2023		December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	52,054	$	44,390
Restricted cash	23,216		37,058
Restricted investment	128		303

Accounts receivable, net of allowance of $2,090 and $175, respectively	26,945		17,615
Due from affiliates	41		463
Due from Ashford Trust	18,933		—
Due from Braemar	714		11,828

Inventories	2,481		2,143
Prepaid expenses and other	16,418		11,226

Total current assets	140,930		125,026
Investments	9,265		4,217
Property and equipment, net	56,852		41,791
Operating lease right-of-use assets	21,193		23,844
Deferred tax assets, net	4,358		—
Goodwill	61,013		58,675
Intangible assets, net	210,095		226,544
Other assets, net	1,101		2,259
Total assets	$	504,807	$	482,356
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses	$	54,837	$	56,079
Dividends payable	28,508		27,285
Due to affiliates	—		15
Due to Ashford Trust	—		1,197


Deferred income	11,963		444

Notes payable, net	4,387		5,195
Finance lease liabilities	437		1,456
Operating lease liabilities	4,160		3,868
Claims liabilities and other	31,112		25,630
Total current liabilities	135,404		121,169

Deferred income	6,415		7,356
Deferred tax liability, net	29,517		27,873
Deferred compensation plan	891		2,849
Notes payable, net	132,579		89,680
Finance lease liabilities	2,832		1,962
Operating lease liabilities	19,174		20,082
Other liabilities	2,590		3,237
Total liabilities	329,402		274,208

MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of December 31, 2023 and December 31, 2022	478,000		478,000
Redeemable noncontrolling interests	1,972		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 3,212,312 and 3,110,044 shares outstanding at December 31, 2023 and December 31, 2022, respectively	3		3
Additional paid-in capital	299,304		297,715
Accumulated deficit	(609,312)		(568,482)
Accumulated other comprehensive income (loss)	(213)		78
Treasury stock, at cost, 105,474 and 71,541 shares at December 31, 2023 and December 31, 2022, respectively	(1,354)		(947)
Total equity (deficit) of the Company	(311,572)		(271,633)
Noncontrolling interests in consolidated entities	7,005		167
Total equity (deficit)	(304,567)		(271,466)
Total liabilities, mezzanine equity and equity (deficit)	$	504,807	$	482,356

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)





	Three Months Ended				Year Ended
	December 31,				December 31,
	2023		2022		2023		2022
REVENUE
Advisory services fees:
Base advisory fees	$	11,620	$	11,955	$	47,159	$	47,592
Incentive advisory fees	67		268		268		268


Other advisory revenue	132		132		521		521
Hotel management fees:
Base management fees	9,094		9,129		37,651		34,072
Incentive management fees	1,603		2,420		5,569		8,533


Other management fees	2,408		1,525		9,341		3,943
Design and construction fees	5,776		6,629		27,740		22,167

Audio visual	36,270		34,160		148,617		121,261
Premiums earned	19,440		—		19,440		—
Other	11,001		10,410		43,058		44,312
Cost reimbursement revenue	109,402		101,784		426,496		361,763
Total revenues	206,813		178,412		765,860		644,432
EXPENSES
Salaries and benefits	23,558		21,302		90,285		72,988
Stock/unit-based compensation	468		454		2,412		4,045
Cost of revenues for design and construction	2,236		2,454		11,666		8,359
Cost of revenues for audio visual	27,057		23,944		108,754		84,986
Depreciation and amortization	7,148		8,026		28,222		31,766
General and administrative	13,503		8,067		45,723		33,492
Losses and loss adjustments	19,109		—		19,109		—

Other	8,074		8,942		25,237		25,828
Reimbursed expenses	109,484		101,710		426,507		361,375
Total operating expenses	210,637		174,899		757,915		622,839
OPERATING INCOME (LOSS)	(3,824)		3,513		7,945		21,593


Equity in earnings (loss) of unconsolidated entities	472		282		(702)		392
Interest expense	(4,299)		(3,215)		(14,208)		(9,996)
Amortization of loan costs	(276)		(237)		(1,051)		(761)
Interest income	559		176		1,798		371


Realized gain (loss) on investments	80		(47)		(80)		(121)
Other income (expense)	488		109		747		(25)
INCOME (LOSS) BEFORE INCOME TAXES	(6,800)		581		(5,551)		11,453
Income tax (expense) benefit	2,186		(2,559)		544		(8,530)
NET INCOME (LOSS)	(4,614)		(1,978)		(5,007)		2,923
Net (income) loss from consolidated entities attributable to noncontrolling interests	188		341		880		1,171
Net (income) loss attributable to redeemable noncontrolling interests	(102)		(158)		(501)		(448)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	(4,528)		(1,795)		(4,628)		3,646
Preferred dividends, declared and undeclared	(9,061)		(9,036)		(36,193)		(36,458)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(13,589)	$	(10,831)	$	(40,821)	$	(32,812)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders	$	(4.36)	$	(3.65)	$	(13.26)	$	(11.26)
Weighted average common shares outstanding - basic	3,117		2,968		3,079		2,915
Diluted:
Net income (loss) attributable to common stockholders	$	(4.36)	$	(3.65)	$	(13.69)	$	(11.26)
Weighted average common shares outstanding - diluted	3,117		2,968		3,128		2,915

ASHFORD INC. AND SUBSIDIARIES

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

(unaudited, in thousands)





	Three Months Ended				Year Ended
	December 31,				December 31,
	2023		2022		2023		2022
Net income (loss)	$	(4,614)	$	(1,978)	$	(5,007)	$	2,923
Net (income) loss from consolidated entities attributable to noncontrolling interests	188		341		880		1,171
Net (income) loss attributable to redeemable noncontrolling interests	(102)		(158)		(501)		(448)
Net income (loss) attributable to the company	(4,528)		(1,795)		(4,628)		3,646
Interest expense	4,309		3,214		14,223		9,997
Amortization of loan costs	278		237		1,051		761
Depreciation and amortization	9,221		9,276		35,443		37,058
Income tax expense (benefit)	(2,186)		2,559		(544)		8,530

Net income (loss) attributable to unitholders redeemable noncontrolling interests	102		158		501		448
EBITDA	7,196		13,649		46,046		60,440
Deferred compensation plans	(480)		90		(1,959)		(477)
Stock/unit-based compensation	462		454		2,406		4,117
Change in contingent consideration fair value	170		350		600		650
Transaction costs	1,740		113		3,047		2,451

Loss on disposal of assets	2,109		2,230		3,141		3,052

Reimbursed software costs, net	—		(74)		(74)		(386)



Legal, advisory and settlement costs	128		135		1,171		1,298
Severance and executive recruiting costs	1,594		1,009		4,655		2,468

Amortization of hotel signing fees and lock subsidies	321		85		1,200		596
Other (gain) loss	(38)		1,320		176		1,476






Adjusted EBITDA	$	13,202	$	19,361	$	60,409	$	75,685

ASHFORD INC. AND SUBSIDIARIES

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

(unaudited, in thousands, except per share amounts)


	Three Months Ended				Year Ended
	December 31,				December 31,
	2023		2022		2023		2022
Net income (loss)	$	(4,614)	$	(1,978)	$	(5,007)	$	2,923
Net (income) loss from consolidated entities attributable to noncontrolling interests	188		341		880		1,171
Net (income) loss attributable to redeemable noncontrolling interests	(102)		(158)		(501)		(448)
Preferred dividends, declared and undeclared	(9,061)		(9,036)		(36,193)		(36,458)

Net income (loss) attributable to common stockholders	(13,589)		(10,831)		(40,821)		(32,812)
Amortization of loan costs	278		237		1,051		761
Depreciation and amortization	9,221		9,276		35,443		37,058
Net income (loss) attributable to unitholders redeemable noncontrolling interests	102		158		501		448
Preferred dividends, declared and undeclared	9,061		9,036		36,193		36,458

Deferred compensation plans	(480)		90		(1,959)		(477)
Stock/unit-based compensation	462		454		2,406		4,117

Change in contingent consideration fair value	170		350		600		650
Transaction costs	1,740		113		3,047		2,451

Loss on disposal of assets	2,109		2,230		3,141		3,052
Non-cash interest from finance lease	—		246		—		733

Reimbursed software costs, net	—		(74)		(74)		(386)



Legal, advisory and settlement costs	128		135		1,171		1,298

Severance and executive recruiting costs	1,594		1,009		4,655		2,468

Amortization of hotel signing fees and lock subsidies	321		85		1,200		596
Other (gain) loss	(38)		1,320		176		1,476





GAAP income tax expense (benefit)	(2,186)		2,559		(544)		8,530
Adjusted income tax (expense) benefit (1)	(269)		(3,195)		(3,737)		(12,788)
Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	8,624	$	13,198	$	42,449	$	53,633
Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	1.02	$	1.65	$	5.20	$	6.88
Weighted average diluted shares	8,479		7,976		8,170		7,793

Components of weighted average diluted shares
Common shares	3,117		2,968		3,079		2,915
Series D convertible preferred stock	4,274		4,223		4,241		4,219
Deferred compensation plan	242		206		221		204


Acquisition related shares	735		383		515		298
Restricted shares and units	111		196		114		157

Weighted average diluted shares	8,479		7,976		8,170		7,793

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


GAAP income tax (expense) benefit	$	2,186	$	(2,559)	$	544	$	(8,530)
Less deferred income tax (expense) benefit	2,455		636		4,281		4,258


Adjusted income tax (expense) benefit (1)	$	(269)	$	(3,195)	$	(3,737)	$	(12,788)

(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 December 31, 2023								Three Months Ended December 31, 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	$	8,337	$	—	$	—	$	8,337	$	8,600	$	—	$	—	$	8,600




Base advisory fees - Braemar	3,283		—		—		3,283		3,355		—		—		3,355
Incentive advisory fees - Braemar	67		—		—		67		268		—		—		268


Other advisory revenue - Braemar	132		—		—		132		132		—		—		132





Hotel management fees:
Base management fees	—		9,094		—		9,094		—		9,129		—		9,129
Incentive management fees	—		1,603		—		1,603		—		2,420		—		2,420












Other management fees	—		2,408		—		2,408		—		1,525		—		1,525

Design and construction fees	—		5,776		—		5,776		—		6,629		—		6,629



Audio visual	—		36,270		—		36,270		—		34,160		—		34,160
Premiums earned	—		19,440		—		19,440		—		—		—		—
Other	48		10,953		—		11,001		142		10,268		—		10,410
Cost reimbursement revenue	6,777		100,192		2,433		109,402		6,183		91,056		4,545		101,784
Total revenues	18,644		185,736		2,433		206,813		18,680		155,187		4,545		178,412
EXPENSES
Salaries and benefits	—		14,028		10,010		24,038		—		12,556		8,656		21,212
Deferred compensation plans	—		6		(486)		(480)		—		12		78		90
Stock/unit-based compensation	—		48		420		468		—		54		400		454

Cost of audio visual revenues	—		27,057		—		27,057		—		23,944		—		23,944
Cost of design and construction revenues	—		2,236		—		2,236		—		2,454		—		2,454

Depreciation and amortization	100		6,741		307		7,148		852		7,105		69		8,026
General and administrative	—		8,882		4,621		13,503		—		7,689		378		8,067
Losses and loss adjustments	—		19,109		—		19,109		—		—		—		—

Other	1,866		6,208		—		8,074		2,122		6,820		—		8,942
Reimbursed expenses	4,780		100,159		2,515		107,454		3,166		91,009		4,545		98,720
REIT stock/unit-based compensation	1,997		33		—		2,030		2,943		47		—		2,990
Total operating expenses	8,743		184,507		17,387		210,637		9,083		151,690		14,126		174,899
OPERATING INCOME (LOSS)	9,901		1,229		(14,954)		(3,824)		9,597		3,497		(9,581)		3,513
Other	—		(151)		(2,825)		(2,976)		—		(752)		(2,180)		(2,932)
INCOME (LOSS) BEFORE INCOME TAXES	9,901		1,078		(17,779)		(6,800)		9,597		2,745		(11,761)		581
Income tax (expense) benefit	(2,327)		2,776		1,737		2,186		(2,210)		(2,255)		1,906		(2,559)
NET INCOME (LOSS)	7,574		3,854		(16,042)		(4,614)		7,387		490		(9,855)		(1,978)
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		151		37		188		—		341		—		341
Net (income) loss attributable to redeemable noncontrolling interests	—		—		(102)		(102)		—		—		(158)		(158)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	7,574		4,005		(16,107)		(4,528)		7,387		831		(10,013)		(1,795)
Preferred dividends, declared and undeclared	—		—		(9,061)		(9,061)		—		—		(9,036)		(9,036)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	7,574	$	4,005	$	(25,168)	$	(13,589)	$	7,387	$	831	$	(19,049)	$	(10,831)
															(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 December 31, 2023								Three Months Ended December 31, 2022
	Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	7,574	$	4,005	$	(25,168)	$	(13,589)	$	7,387	$	831	$	(19,049)	$	(10,831)
Preferred dividends, declared and undeclared	—		—		9,061		9,061		—		—		9,036		9,036

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	7,574		4,005		(16,107)		(4,528)		7,387		831		(10,013)		(1,795)
Interest expense	—		1,219		3,090		4,309		—		1,155		2,059		3,214
Amortization of loan costs	—		56		222		278		—		47		190		237
Depreciation and amortization	100		8,814		307		9,221		852		8,355		69		9,276


Income tax expense (benefit)	2,327		(2,776)		(1,737)		(2,186)		2,210		2,255		(1,906)		2,559

Net income (loss) attributable to unitholders redeemable noncontrolling interests	—		—		102		102		—		—		158		158
EBITDA	10,001		11,318		(14,123)		7,196		10,449		12,643		(9,443)		13,649
Deferred compensation plans	—		6		(486)		(480)		—		12		78		90
Stock/unit-based compensation	—		48		414		462		—		55		399		454
Change in contingent consideration fair value	—		170		—		170		—		350		—		350
Transaction costs	—		409		1,331		1,740		—		751		(638)		113

Loss on disposal of assets	1,866		243		—		2,109		2,122		108		—		2,230

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

Legal, advisory and settlement costs	—		180		(52)		128		—		53		82		135
Severance and executive recruiting costs	—		146		1,448		1,594		—		19		990		1,009

Amortization of hotel signing fees and lock subsidies	—		321		—		321		—		85		—		85
Other (gain) loss	—		(55)		17		(38)		—		1,320		—		1,320






Adjusted EBITDA	11,867		12,786		(11,451)		13,202		12,497		15,396		(8,532)		19,361
Interest expense	—		(1,219)		(3,090)		(4,309)		—		(1,155)		(2,059)		(3,214)
Non-cash interest from finance lease	—		—		—		—		—		246		—		246
Adjusted income tax (expense) benefit	(3,974)		2,238		1,467		(269)		(3,098)		(2,736)		2,639		(3,195)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	7,893	$	13,805	$	(13,074)	$	8,624	$	9,399	$	11,751	$	(7,952)	$	13,198


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (1)	$	2.43	$	1.28	$	(8.07)	$	(4.36)	$	2.49	$	0.28	$	(6.42)	$	(3.65)
Weighted average common shares outstanding - diluted	3,117		3,117		3,117		3,117		2,968		2,968		2,968		2,968
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)	$	0.93	$	1.63	$	(1.54)	$	1.02	$	1.18	$	1.47	$	(1.00)	$	1.65
Weighted average diluted shares	8,479		8,479		8,479		8,479		7,976		7,976		7,976		7,976

(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)


	Year Ended December 31, 2023								Year Ended December 31, 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	$	33,176	$	—	$	—	$	33,176	$	34,802	$	—	$	—	$	34,802




Base advisory fees - Braemar	13,983		—		—		13,983		12,790		—		—		12,790
Incentive advisory fees - Braemar	268		—		—		268		268		—		—		268


Other advisory revenue - Braemar	521		—		—		521		521		—		—		521





Hotel management fees:
Base management fees	—		37,651		—		37,651		—		34,072		—		34,072
Incentive management fees	—		5,569		—		5,569		—		8,533		—		8,533












Other management fees	—		9,341		—		9,341		—		3,943		—		3,943

Design and construction fees	—		27,740		—		27,740		—		22,167		—		22,167



Audio visual	—		148,617		—		148,617		—		121,261		—		121,261
Premiums earned	—		19,440		—		19,440		—		—		—		—
Other	268		42,790		—		43,058		157		44,155		—		44,312
Cost reimbursement revenue	30,744		384,231		11,521		426,496		28,809		319,975		12,979		361,763
Total revenues	78,960		675,379		11,521		765,860		77,347		554,106		12,979		644,432
EXPENSES
Salaries and benefits	—		53,688		38,556		92,244		—		41,341		32,124		73,465
Deferred compensation plans	—		36		(1,995)		(1,959)		—		65		(542)		(477)
Stock/unit-based compensation	—		205		2,207		2,412		—		324		3,721		4,045

Cost of audio visual revenues	—		108,754		—		108,754		—		84,986		—		84,986
Cost of design and construction revenues	—		11,666		—		11,666		—		8,359		—		8,359

Depreciation and amortization	1,353		26,435		434		28,222		3,410		27,953		403		31,766
General and administrative	—		33,886		11,837		45,723		—		26,017		7,475		33,492
Losses and loss adjustments	—		19,109		—		19,109		—		—		—		—

Other	2,898		22,339		—		25,237		2,828		22,970		30		25,828
Reimbursed expenses	18,652		384,055		11,603		414,310		12,576		319,714		12,979		345,269
REIT stock/unit-based compensation	12,021		176		—		12,197		15,845		261		—		16,106
Total operating expenses	34,924		660,349		62,642		757,915		34,659		531,990		56,190		622,839
OPERATING INCOME (LOSS)	44,036		15,030		(51,121)		7,945		42,688		22,116		(43,211)		21,593
Other	—		(3,496)		(10,000)		(13,496)		—		(4,086)		(6,054)		(10,140)
INCOME (LOSS) BEFORE INCOME TAXES	44,036		11,534		(61,121)		(5,551)		42,688		18,030		(49,265)		11,453
Income tax (expense) benefit	(10,571)		(2,068)		13,183		544		(10,406)		(7,950)		9,826		(8,530)
NET INCOME (LOSS)	33,465		9,466		(47,938)		(5,007)		32,282		10,080		(39,439)		2,923
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		830		50		880		—		1,171		—		1,171
Net (income) loss attributable to redeemable noncontrolling interests	—		—		(501)		(501)		—		—		(448)		(448)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	33,465		10,296		(48,389)		(4,628)		32,282		11,251		(39,887)		3,646
Preferred dividends, declared and undeclared	—		—		(36,193)		(36,193)		—		—		(36,458)		(36,458)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	33,465	$	10,296	$	(84,582)	$	(40,821)	$	32,282	$	11,251	$	(76,345)	$	(32,812)
															(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)


	Year Ended December 31, 2023								Year Ended December 31, 2022
	Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated		Advisory		Products & Services		Corporate/ Other		Ashford Inc. Consolidated
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	33,465	$	10,296	$	(84,582)	$	(40,821)	$	32,282	$	11,251	$	(76,345)	$	(32,812)
Preferred dividends, declared and undeclared	—		—		36,193		36,193		—		—		36,458		36,458

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	33,465		10,296		(48,389)		(4,628)		32,282		11,251		(39,887)		3,646
Interest expense	—		3,493		10,730		14,223		—		4,437		5,560		9,997
Amortization of loan costs	—		205		846		1,051		—		182		579		761
Depreciation and amortization	1,353		33,656		434		35,443		3,410		33,245		403		37,058


Income tax expense (benefit)	10,571		2,068		(13,183)		(544)		10,406		7,950		(9,826)		8,530

Net income (loss) attributable to unitholders redeemable noncontrolling interests	—		—		501		501		—		—		448		448
EBITDA	45,389		49,718		(49,061)		46,046		46,098		57,065		(42,723)		60,440
Deferred compensation plans	—		36		(1,995)		(1,959)		—		65		(542)		(477)
Stock/unit-based compensation	—		205		2,201		2,406		—		397		3,720		4,117
Change in contingent consideration fair value	—		600		—		600		—		650		—		650
Transaction costs	—		998		2,049		3,047		—		2,528		(77)		2,451

Loss on disposal of assets	2,898		243		—		3,141		2,828		224		—		3,052

Reimbursed software costs, net	(74)		—		—		(74)		(386)		—		—		(386)

Legal, advisory and settlement costs	—		799		372		1,171		—		47		1,251		1,298
Severance and executive recruiting costs	—		406		4,249		4,655		—		174		2,294		2,468

Amortization of hotel signing fees and lock subsidies	—		1,200		—		1,200		—		596		—		596
Other (gain) loss	—		130		46		176		—		1,389		87		1,476






Adjusted EBITDA	48,213		54,335		(42,139)		60,409		48,540		63,135		(35,990)		75,685
Interest expense	—		(3,493)		(10,730)		(14,223)		—		(4,437)		(5,560)		(9,997)
Non-cash interest from finance lease	—		—		—		—		—		733		—		733
Adjusted income tax (expense) benefit	(12,037)		(4,087)		12,387		(3,737)		(12,350)		(11,998)		11,560		(12,788)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	36,176	$	46,755	$	(40,482)	$	42,449	$	36,190	$	47,433	$	(29,990)	$	53,633


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (1)	$	10.70	$	3.29	$	(27.68)	$	(13.69)	$	11.07	$	3.86	$	(26.19)	$	(11.26)
Weighted average common shares outstanding - diluted	3,128		3,128		3,128		3,128		2,915		2,915		2,915		2,915
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)	$	4.43	$	5.72	$	(4.95)	$	5.20	$	4.64	$	6.09	$	(3.85)	$	6.88
Weighted average diluted shares	8,170		8,170		8,170		8,170		7,793		7,793		7,793		7,793

(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 December 31, 2023
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	9,094	$	—	$	—	$	—	$	—	$	—	$	9,094
Incentive management fees	1,603		—		—		—		—		—		1,603












Other management fees	2,408		—		—		—		—		—		2,408

Design and construction fees	—		5,776		—		—		—		—		5,776



Audio visual	—		—		36,270		—		—		—		36,270
Premiums earned	—		—		—		—		—		19,440		19,440
Other	38		—		—		8,261		402		2,252		10,953
Cost reimbursement revenue	96,725		3,391		53		23		—		—		100,192
Total revenues	109,868		9,167		36,323		8,284		402		21,692		185,736
EXPENSES
Salaries and benefits	6,109		935		4,870		1,337		637		140		14,028
Deferred compensation plans	—		—		—		6		—		—		6
Stock/unit-based compensation	22		12		8		6		—		—		48

Cost of audio visual revenues	—		—		27,057		—		—		—		27,057
Cost of design and construction revenues	—		2,236		—		—		—		—		2,236

Depreciation and amortization	3,025		2,879		500		334		3		—		6,741
General and administrative	1,731		944		2,886		2,376		411		534		8,882
Losses and loss adjustments	—		—		—		—		—		19,109		19,109

Other	639		—		—		5,136		40		393		6,208
Reimbursed expenses	96,725		3,372		39		23		—		—		100,159
REIT stock/unit-based compensation	—		19		14		—		—		—		33
Total operating expenses	108,251		10,397		35,374		9,218		1,091		20,176		184,507
OPERATING INCOME (LOSS)	1,617		(1,230)		949		(934)		(689)		1,516		1,229
Other	(5)		—		(118)		(518)		(9)		499		(151)
INCOME (LOSS) BEFORE INCOME TAXES	1,612		(1,230)		831		(1,452)		(698)		2,015		1,078
Income tax (expense) benefit	78		337		2,513		320		—		(472)		2,776
NET INCOME (LOSS)	1,690		(893)		3,344		(1,132)		(698)		1,543		3,854
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		162		(11)		151

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	1,690	$	(893)	$	3,344	$	(1,132)	$	(536)	$	1,532	$	4,005
Interest expense	—		—		708		487		7		17		1,219
Amortization of loan costs	—		—		43		13		—		—		56
Depreciation and amortization	3,025		2,879		1,947		958		2		3		8,814


Income tax expense (benefit)	(78)		(337)		(2,513)		(320)		—		472		(2,776)


EBITDA	4,637		1,649		3,529		6		(527)		2,024		11,318
Deferred compensation plans	—		—		—		6		—		—		6
Stock/unit-based compensation	22		12		8		6		—		—		48
Change in contingent consideration fair value	170		—		—		—		—		—		170
Transaction costs	—		—		—		195		—		214		409

Loss on disposal of assets	—		—		173		70		—		—		243



Legal, advisory and settlement costs	144		—		—		36		—		—		180
Severance and executive recruiting costs	65		81		—		—		—		—		146

Amortization of hotel signing fees and lock subsidies	—		—		321		—		—		—		321
Other (gain) loss	28		—		(83)		—		—		—		(55)






Adjusted EBITDA	5,066		1,742		3,948		319		(527)		2,238		12,786
Interest expense	—		—		(708)		(487)		(7)		(17)		(1,219)

Adjusted income tax (expense) benefit	2,494		1,509		(672)		(166)		—		(927)		2,238


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	7,560	$	3,251	$	2,568	$	(334)	$	(534)	$	1,294	$	13,805


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	0.54	$	(0.29)	$	1.07	$	(0.36)	$	(0.17)	$	0.49	$	1.28
Weighted average common shares outstanding - diluted	3,117		3,117		3,117		3,117		3,117		3,117		3,117
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)	$	0.89	$	0.38	$	0.30	$	(0.04)	$	(0.06)	$	0.15	$	1.63
Weighted average diluted shares	8,479		8,479		8,479		8,479		8,479		8,479		8,479

(1) Represents Warwick Insurance Company, 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 December 31, 2022
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	9,129	$	—	$	—	$	—	$	—	$	—	$	9,129
Incentive management fees	2,420		—		—		—		—		—		2,420












Other management fees	1,525		—		—				—		—		1,525

Design and construction fees	—		6,629		—		—		—		—		6,629



Audio visual	—		—		34,160		—		—		—		34,160
Other	—		—		—		5,972		300		3,996		10,268
Cost reimbursement revenue	88,299		2,725		23		9		—		—		91,056
Total revenues	101,373		9,354		34,183		5,981		300		3,996		155,187
EXPENSES
Salaries and benefits	5,011		594		4,527		1,169		972		283		12,556
Deferred compensation plans	—		—		—		12		—		—		12
Stock/unit-based compensation	24		20		5		5		—		—		54

Cost of audio visual revenues	—		—		23,944		—		—		—		23,944
Cost of design and construction revenues	—		2,454		—		—		—		—		2,454

Depreciation and amortization	3,255		2,985		445		155		3		262		7,105
General and administrative	1,665		838		2,667		1,639		697		183		7,689

Other	498		—		—		3,302		65		2,955		6,820
Reimbursed expenses	88,285		2,699		16		9		—		—		91,009
REIT stock/unit-based compensation	14		26		7		—		—		—		47
Total operating expenses	98,752		9,616		31,611		6,291		1,737		3,683		151,690
OPERATING INCOME (LOSS)	2,621		(262)		2,572		(310)		(1,437)		313		3,497
Other	(47)		—		(214)		(249)		—		(242)		(752)
INCOME (LOSS) BEFORE INCOME TAXES	2,574		(262)		2,358		(559)		(1,437)		71		2,745
Income tax (expense) benefit	(1,594)		150		(755)		123		—		(179)		(2,255)
NET INCOME (LOSS)	980		(112)		1,603		(436)		(1,437)		(108)		490
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		328		13		341

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	980	$	(112)	$	1,603	$	(436)	$	(1,109)	$	(95)	$	831
Interest expense	—		—		401		232		—		522		1,155
Amortization of loan costs	—		—		36		11		—		—		47
Depreciation and amortization	3,255		2,985		1,617		523		2		(27)		8,355


Income tax expense (benefit)	1,594		(150)		755		(123)		—		179		2,255


EBITDA	5,829		2,723		4,412		207		(1,107)		579		12,643
Stock/unit-based compensation	25		20		5		5		—		—		55
Deferred compensation plans	—		—		—		12		—		—		12
Change in contingent consideration fair value	350		—		—		—		—		—		350
Transaction costs	542		—		—		209		—		—		751

Loss on disposal of assets	—		—		99		9		—		—		108



Legal, advisory and settlement costs	3		—		—		50		—		—		53
Severance and executive recruiting costs	19		—		—		—		—		—		19

Amortization of hotel signing fees and lock subsidies	—		—		66		—		19		—		85
Other (gain) loss	44		—		32		—		—		1,244		1,320






Adjusted EBITDA	6,812		2,743		4,614		492		(1,088)		1,823		15,396
Interest expense	—		—		(401)		(232)		—		(522)		(1,155)
Non-cash interest from finance lease	—		—		—		—		—		246		246
Adjusted income tax (expense) benefit	(1,281)		(884)		(471)		323		—		(423)		(2,736)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	5,531	$	1,859	$	3,742	$	583	$	(1,088)	$	1,124	$	11,751


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	0.33	$	(0.04)	$	0.54	$	(0.15)	$	(0.37)	$	(0.03)	$	0.28
Weighted average common shares outstanding - diluted	2,968		2,968		2,968		2,968		2,968		2,968		2,968
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	$	0.23	$	0.47	$	0.07	$	(0.14)	$	0.14	$	1.47
Weighted average diluted shares	7,976		7,976		7,976		7,976		7,976		7,976		7,976

(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)


	Year Ended December 31, 2023
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	37,651	$	—	$	—	$	—	$	—	$	—	$	37,651
Incentive management fees	5,569		—		—		—		—		—		5,569












Other management fees	9,341		—		—		—		—		—		9,341

Design and construction fees	—		27,740		—		—		—		—		27,740



Audio visual	—		—		148,617		—		—		—		148,617
Premiums earned	—		—		—		—		—		19,440		19,440
Other	41		—		—		34,058		1,586		7,105		42,790
Cost reimbursement revenue	371,720		12,207		212		92		—		—		384,231
Total revenues	424,322		39,947		148,829		34,150		1,586		26,545		675,379
EXPENSES
Salaries and benefits	24,283		2,960		18,399		4,409		2,772		865		53,688
Deferred compensation plans	—		—		—		36		—		—		36
Stock/unit-based compensation	78		75		30		22		—		—		205

Cost of audio visual revenues	—		—		108,754		—		—		—		108,754
Cost of design and construction revenues	—		11,666		—		—		—		—		11,666

Depreciation and amortization	11,861		11,527		1,920		1,109		12		6		26,435
General and administrative	6,579		3,653		12,063		8,662		2,026		903		33,886
Losses and loss adjustments	—		—		—		—		—		19,109		19,109

Other	1,885		—		—		19,144		181		1,129		22,339
Reimbursed expenses	371,700		12,106		157		92		—		—		384,055
REIT stock/unit-based compensation	20		101		55		—		—		—		176
Total operating expenses	416,406		42,088		141,378		33,474		4,991		22,012		660,349
OPERATING INCOME (LOSS)	7,916		(2,141)		7,451		676		(3,405)		4,533		15,030
Other	18		—		(1,503)		(1,264)		(85)		(662)		(3,496)
INCOME (LOSS) BEFORE INCOME TAXES	7,934		(2,141)		5,948		(588)		(3,490)		3,871		11,534
Income tax (expense) benefit	(1,453)		519		(487)		304		—		(951)		(2,068)
NET INCOME (LOSS)	6,481		(1,622)		5,461		(284)		(3,490)		2,920		9,466
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		809		21		830

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	6,481	$	(1,622)	$	5,461	$	(284)	$	(2,681)	$	2,941	$	10,296
Interest expense	—		—		1,817		1,625		16		35		3,493
Amortization of loan costs	—		—		164		41		—		—		205
Depreciation and amortization	11,861		11,527		7,074		3,167		9		18		33,656


Income tax expense (benefit)	1,453		(519)		487		(304)		—		951		2,068


EBITDA	19,795		9,386		15,003		4,245		(2,656)		3,945		49,718
Deferred compensation plans	—		—		—		36		—		—		36
Stock/unit-based compensation	78		75		30		22		—		—		205
Change in contingent consideration fair value	600		—		—		—		—		—		600
Transaction costs	(123)		—		115		743		49		214		998

Loss on disposal of assets	—		—		163		80		—		—		243



Legal, advisory and settlement costs	755		—		—		44		—		—		799
Severance and executive recruiting costs	188		81		102		—		—		35		406

Amortization of hotel signing fees and lock subsidies	—		—		1,185		—		15		—		1,200
Other (gain) loss	25		—		105		—		—		—		130






Adjusted EBITDA	21,318		9,542		16,703		5,170		(2,592)		4,194		54,335
Interest expense	—		—		(1,817)		(1,625)		(16)		(35)		(3,493)

Adjusted income tax (expense) benefit	(347)		(435)		(1,974)		156		—		(1,487)		(4,087)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	20,971	$	9,107	$	12,912	$	3,701	$	(2,608)	$	2,672	$	46,755


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	2.07	$	(0.52)	$	1.75	$	(0.09)	$	(0.86)	$	0.94	$	3.29
Weighted average common shares outstanding - diluted	3,128		3,128		3,128		3,128		3,128		3,128		3,128
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)	$	2.57	$	1.11	$	1.58	$	0.45	$	(0.32)	$	0.33	$	5.72
Weighted average diluted shares	8,170		8,170		8,170		8,170		8,170		8,170		8,170

(1) Represents Warwick Insurance Company, 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)


	Year Ended December 31, 2022
	Remington		Premier		INSPIRE		RED		OpenKey		Other (1)		Products & Services
REVENUE











Hotel management fees:
Base management fees	$	34,072	$	—	$	—	$	—	$	—	$	—	$	34,072
Incentive management fees	8,533		—		—		—		—		—		8,533












Other management fees	3,943		—		—		—		—		—		3,943

Design and construction fees	—		22,167		—		—		—		—		22,167



Audio visual	—		—		121,261		—		—		—		121,261
Other	181		—		—		26,309		1,480		16,185		44,155
Cost reimbursement revenue	309,706		10,080		157		26		4		2		319,975
Total revenues	356,435		32,247		121,418		26,335		1,484		16,187		554,106
EXPENSES
Salaries and benefits	18,931		2,139		13,084		3,283		2,873		1,031		41,341
Deferred compensation plans	—		—		—		65		—		—		65
Stock/unit-based compensation	185		72		49		18		—		—		324

Cost of audio visual revenues	—		—		84,986		—		—		—		84,986
Cost of design and construction revenues	—		8,359		—		—		—		—		8,359

Depreciation and amortization	12,362		11,899		1,803		656		12		1,221		27,953
General and administrative	4,500		3,123		9,401		5,617		2,603		773		26,017

Other	798		—		—		13,777		282		8,113		22,970
Reimbursed expenses	309,626		9,962		94		26		4		2		319,714
REIT stock/unit-based compensation	80		118		63		—		—		—		261
Total operating expenses	346,482		35,672		109,480		23,442		5,774		11,140		531,990
OPERATING INCOME (LOSS)	9,953		(3,425)		11,938		2,893		(4,290)		5,047		22,116
Other	42		—		(1,262)		(868)		4		(2,002)		(4,086)
INCOME (LOSS) BEFORE INCOME TAXES	9,995		(3,425)		10,676		2,025		(4,286)		3,045		18,030
Income tax (expense) benefit	(1,845)		(528)		(4,073)		(557)		—		(947)		(7,950)
NET INCOME (LOSS)	8,150		(3,953)		6,603		1,468		(4,286)		2,098		10,080
Net (income) loss from consolidated entities attributable to noncontrolling interests	—		—		—		—		1,005		166		1,171

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY	$	8,150	$	(3,953)	$	6,603	$	1,468	$	(3,281)	$	2,264	$	11,251
Interest expense	—		—		1,262		769		—		2,406		4,437
Amortization of loan costs	—		—		130		52		—		—		182
Depreciation and amortization	12,362		11,899		6,660		2,010		9		305		33,245


Income tax expense (benefit)	1,845		528		4,073		557		—		947		7,950


EBITDA	22,357		8,474		18,728		4,856		(3,272)		5,922		57,065
Stock/unit-based compensation	258		72		49		18		—		—		397
Deferred compensation plans	—		—		—		65		—		—		65
Change in contingent consideration fair value	650		—		—		—		—		—		650
Transaction costs	1,929		—		55		544		—		—		2,528

Loss on disposal of assets	—		—		167		9		48		—		224



Legal, advisory and settlement costs	12		—		(60)		95		—		—		47
Severance and executive recruiting costs	69		77		19		8		1		—		174

Amortization of hotel signing fees and lock subsidies	—		—		556		—		40		—		596
Other (gain) loss	13		87		45		—		—		1,244		1,389






Adjusted EBITDA	25,288		8,710		19,559		5,595		(3,183)		7,166		63,135
Interest expense	—		—		(1,262)		(769)		—		(2,406)		(4,437)
Non-cash interest from finance lease	—		—		—		—		—		733		733
Adjusted income tax (expense) benefit	(5,007)		(2,468)		(3,155)		(90)		—		(1,278)		(11,998)


Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis	$	20,281	$	6,242	$	15,142	$	4,736	$	(3,183)	$	4,215	$	47,433


INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)	$	2.80	$	(1.36)	$	2.27	$	0.50	$	(1.13)	$	0.78	$	3.86
Weighted average common shares outstanding - diluted	2,915		2,915		2,915		2,915		2,915		2,915		2,915
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)	$	2.60	$	0.80	$	1.94	$	0.61	$	(0.41)	$	0.54	$	6.09
Weighted average diluted shares	7,793		7,793		7,793		7,793		7,793		7,793		7,793

(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		2023		December 31, 2023
	4th Quarter		3rd Quarter		2nd Quarter		1st Quarter		TTM
Net income (loss)	$	(4,614)	$	(3,070)	$	1,501	$	1,176	$	(5,007)
Net (income) loss from consolidated entities attributable to noncontrolling interests	188		190		214		288		880
Net (income) loss attributable to redeemable noncontrolling interests	(102)		(111)		(133)		(155)		(501)
Net income (loss) attributable to the company	(4,528)		(2,991)		1,582		1,309		(4,628)
Interest expense	4,309		3,657		3,422		2,835		14,223
Amortization of loan costs	278		268		264		241		1,051
Depreciation and amortization	9,221		8,998		8,692		8,532		35,443
Income tax expense (benefit)	(2,186)		(205)		1,227		620		(544)

Net income (loss) attributable to unitholders redeemable noncontrolling interests	102		111		133		155		501
EBITDA	7,196		9,838		15,320		13,692		46,046
Deferred compensation plans	(480)		(689)		(570)		(220)		(1,959)
Stock/unit-based compensation	462		465		992		487		2,406
Change in contingent consideration fair value	170		130		(480)		780		600
Transaction costs	1,740		685		419		203		3,047

Loss on disposal of assets	2,109		13		2		1,017		3,141

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



Legal, advisory and settlement costs	128		117		635		291		1,171
Severance and executive recruiting costs	1,594		785		1,133		1,143		4,655

Amortization of hotel signing fees and lock subsidies	321		334		305		240		1,200
Other (gain) loss	(38)		89		72		53		176






Adjusted EBITDA	$	13,202	$	11,767	$	17,828	$	17,612	$	60,409

Cover Page Cover Page	Feb. 29, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 29, 2024
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