0001604738falsetrue00016047382024-05-082024-05-080001604738us-gaap:CommonStockMember2024-05-082024-05-080001604738ainc:PreferredStockPurchaseRightMember2024-05-082024-05-08

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): May 8, 2024

ASHFORD INC.
(Exact name of registrant as specified in its charter)

Nevada001-3640084-2331507
(State or other jurisdiction of incorporation
 or organization)
(Commission
File Number)
(IRS employer
identification number)
14185 Dallas Parkway
Suite 1200
Dallas
Texas75254
(Address of principal executive offices)(Zip code)

Registrant’s telephone number, including area code: (972490-9600
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 classTrading SymbolName of each exchange on which registered
Common StockAINCNYSE American LLC
Preferred Stock Purchase RightsNYSE American LLC



ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 8, 2024, Ashford Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2024. 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 
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
2



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: May 8, 2024
 
  
 ASHFORD INC.
  
 By:/s/ DERIC S. EUBANKS
 Deric S. Eubanks
 Chief Financial Officer

3

EXHIBIT 99.1

ashfordk150dpa08.jpg
NEWS RELEASE
Contact:Deric EubanksJordan JenningsJoe Calabrese
Chief Financial OfficerInvestor RelationsFinancial Relations Board
(972) 490-9600(972) 778-9487(212) 827-3772


ASHFORD REPORTS FIRST QUARTER 2024 RESULTS
DALLAS, May 8, 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 first quarter ended March 31, 2024. Unless otherwise stated, all reported results compare the first quarter ended March 31, 2024, with the first quarter ended March 31, 2023 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.
FIRST QUARTER 2024 FINANCIAL HIGHLIGHTS
Net loss attributable to common stockholders for the quarter was $(7.6) million, or $(2.43) per diluted share. Adjusted net income for the quarter was $18.2 million, or $1.99 per diluted share.
Total revenue, excluding cost reimbursement revenue, for the quarter was $94.8 million.
Adjusted EBITDA for the quarter was $23.1 million.
At the end of the first quarter, the Company had approximately $7.5 billion of gross assets under management.
As of March 31, 2024, the Company had cash and cash equivalents of approximately $52.4 million.

ASHFORD’S BOARD OF DIRECTORS APPROVES PLAN TO TERMINATE REGISTRATION OF ITS COMMON STOCK
Subsequent to the end of the first quarter, the Company announced that a Special Committee of independent and disinterested directors has recommended, and its Board of Directors has approved, a plan to terminate the registration of the Company’s common stock under the federal securities laws following the completion of a proposed reverse stock split transaction immediately followed by a forward stock split transaction and to delist its shares of common stock from trading on the NYSE American LLC (the “Proposed Transaction”). It is expected that this plan would be initiated in the summer of 2024, subject to Ashford’s stockholders approving the Proposed Transaction at a Special Meeting of Stockholders to be held for that purpose.
Ashford is taking these steps to avoid the substantial cost and expense of being a public reporting company and to focus the Company’s resources on enhancing long-term stockholder value. The Company anticipates savings exceeding $2.5 million on an annual basis as a result of the Proposed Transaction.




Ashford Reports First Quarter Results
Page 2
May 8, 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 $122 million of its Series J and Series K Redeemable Preferred Stock through Ashford Securities since the offering commenced, including $23 million during the first quarter. In connection with the Ashford Trust offering of Series J & K Redeemable Preferred Stock, Ashford Securities has assembled a syndicate of 43 broker-dealers and RIA firms.
Additionally, to date, Ashford Securities has raised $14.7 million of capital for the Texas Strategic Growth Fund, which comprises $2.5 million from Ashford Inc. and $12.2 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.
REMINGTON UPDATE
In the first quarter, Remington generated hotel management fee revenue of $12.5 million, Net Income Attributable to the Company of $1.1 million, and Adjusted EBITDA of $4.1 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 first quarter, Remington managed 121 properties that were open and operating – 53 under third-party management agreements and 68 for Ashford Trust and Braemar – located in 25 states, Washington, D.C. and Costa Rica across 27 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. In the first quarter, INSPIRE had audio visual revenue of $44.9 million, Net Income Attributable to the Company of $1.8 million, and Adjusted EBITDA of $6.5 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 first quarter, Premier signed 10 third-party engagements, totaling $1.7 million in expected fees. In the first quarter, Premier generated $9.4 million of design and construction fee revenue, Net Income Attributable to the Company of $2.3 million, and Adjusted EBITDA of $5.6 million.



Ashford Reports First Quarter Results
Page 3
May 8, 2024



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 first quarter, RED Hospitality generated $11.2 million of revenue, Net Income Attributable to the Company of $0.5 million, and $2.3 million of Adjusted EBITDA.
FINANCIAL RESULTS
Net loss attributable to common stockholders for the quarter totaled $(7.6) million, or $(2.43) per diluted share. Adjusted net income for the quarter was $18.2 million, or $1.99 per diluted share.
For the quarter ended March 31, 2024, base advisory fee revenue was $11.5 million. The base advisory fee revenue in the first quarter was comprised of $8.2 million from Ashford Trust and $3.3 million from Braemar.
Adjusted EBITDA for the quarter was $23.1 million.
CAPITAL STRUCTURE
At the end of the first quarter, the Company had approximately $7.5 billion of gross assets under management from its advised platforms. The Company had cash and cash equivalents of $52.4 million and 9.1 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 $143.7 million of loans as of March 31, 2024.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
Reported Adjusted EBITDAre of $59.5 million for the first quarter.
First quarter Comparable RevPAR decreased 0.9% over the prior year quarter.
During the quarter, 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.
During the quarter, Ashford Trust closed on the sale of the 144-room Residence Inn located in Salt Lake City, Utah for $19.2 million.
Subsequent to quarter end, Ashford Trust closed on the sale of the 390-room Hilton Boston Back Bay in Boston, Massachusetts for $171 million.
Subsequent to quarter end, Ashford Trust closed on the sale of the 85-room Hampton Inn in Lawrenceville, Georgia for $8.1 million.
To date, Ashford Trust has issued approximately $122 million of its non-traded preferred stock.
BRAEMAR HOTELS & RESORTS HIGHLIGHTS
Reported Adjusted EBITDAre of $66.2 million for the first quarter.
First quarter Comparable RevPAR was $368.
During the quarter, Braemar extended its mortgage loan secured by the Pier House Resort & Spa.
During the quarter, Braemar extended its mortgage loan secured by the Ritz-Carlton St. Thomas.
During the quarter, Braemar received a six-month forbearance, through August 5, 2024, on its mortgage loan secured by the Hilton La Jolla Torry Pines.



Ashford Reports First Quarter Results
Page 4
May 8, 2024



Subsequent to quarter end, Braemar paid off its mortgage loan secured by the Cameo Beverly Hills.
Subsequent to quarter end, Braemar announced that it had signed a definitive agreement to sell the Hilton La Jolla Torrey Pines.
TEXAS STRATEGIC GROWTH FUND HIGHLIGHTS
Including the Company’s $2.5 million investment, to date, the fund has raised approximately $14.7 million of gross capital.
STIRLING HOTELS & RESORTS HIGHLIGHTS
Offering is now effective for all share classes.

INVESTOR CONFERENCE CALL CANCELLED
The Company also announced today that it will no longer hold its first quarter conference call originally scheduled for May 9, 2024.
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 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.



Ashford Reports First Quarter Results
Page 5
May 8, 2024



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 consummate the Proposed Transaction; 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; 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)
March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$52,364 $52,054 
Restricted cash14,961 23,216 
Restricted investment109 128 
Accounts receivable, net of allowance of $2,141 and $2,090, respectively
34,469 26,945 
Due from affiliates— 41 
Due from Ashford Trust11,475 18,933 
Due from Braemar5,993 714 
Inventories2,545 2,481 
Prepaid expenses and other16,395 16,418 
Total current assets138,311 140,930 
Investments
9,301 9,265 
Property and equipment, net57,454 56,852 
Operating lease right-of-use assets20,844 21,193 
Deferred tax assets, net
4,240 4,358 
Goodwill61,013 61,013 
Intangible assets, net204,569 210,095 
Other assets, net1,339 1,101 
Total assets$497,071 $504,807 
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses$37,006 $54,837 
Dividends payable37,881 28,508 
Due to affiliates789 — 
Deferred income10,234 11,963 
Notes payable, net4,358 4,387 
Finance lease liabilities382 437 
Operating lease liabilities4,339 4,160 
Claims liabilities and other31,331 31,112 
Total current liabilities126,320 135,404 
Deferred income8,683 6,415 
Deferred tax liability, net31,015 29,517 
Deferred compensation plan613 891 
Notes payable, net135,474 132,579 
Finance lease liabilities2,778 2,832 
Operating lease liabilities18,546 19,174 
Other liabilities2,628 2,590 
Total liabilities326,057 329,402 
MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023
478,000 478,000 
Redeemable noncontrolling interests1,999 1,972 
EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,560,279 and 3,317,786 shares issued and 3,430,643 and 3,212,312 shares outstanding at March 31, 2024 and December 31, 2023, respectively
Additional paid-in capital298,764 299,304 
Accumulated deficit(616,927)(609,312)
Accumulated other comprehensive income (loss)(160)(213)
Treasury stock, at cost, 129,636 and 105,474 shares at March 31, 2024 and December 31, 2023, respectively
(1,411)(1,354)
Total equity (deficit) of the Company(319,730)(311,572)
Noncontrolling interests in consolidated entities10,745 7,005 
Total equity (deficit)(308,985)(304,567)
Total liabilities, mezzanine equity and equity (deficit)$497,071 $504,807 
6









ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Three Months Ended
March 31,
 20242023
REVENUES:
 
Advisory services fees:
Base advisory fees$11,547 $12,108 
Incentive advisory fees67 67 
Other advisory revenue130 128 
Hotel management fees:
Base management fees8,948 9,010 
Incentive management fees1,456 982 
Other management fees2,066 2,195 
Design and construction fees9,447 6,929 
Audio visual 44,912 40,357 
Other16,251 9,074 
Cost reimbursement revenue114,310 104,272 
Total revenues209,134 185,122 
EXPENSES:
Salaries and benefits22,221 22,304 
Stock/unit-based compensation457 489 
Cost of revenues for design and construction2,030 2,866 
Cost of revenues for audio visual 30,882 27,828 
Depreciation and amortization6,381 7,000 
General and administrative16,843 9,692 
Other8,923 6,102 
Reimbursed expenses114,377 104,198 
Total operating expenses202,114 180,479 
OPERATING INCOME (LOSS)7,020 4,643 
Equity in earnings (loss) of unconsolidated entities36 (459)
Interest expense(4,156)(2,837)
Amortization of loan costs(276)(241)
Interest income692 277 
Realized gain (loss) on investments— (80)
Other income (expense)545 493 
INCOME (LOSS) BEFORE INCOME TAXES3,861 1,796 
Income tax (expense) benefit(2,346)(620)
NET INCOME (LOSS)1,515 1,176 
Net (income) loss from consolidated entities attributable to noncontrolling interests171 288 
Net (income) loss attributable to redeemable noncontrolling interests(92)(155)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY1,594 1,309 
Preferred dividends, declared and undeclared(9,202)(9,034)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$(7,608)$(7,725)
INCOME (LOSS) PER SHARE - BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders$(2.43)$(2.59)
Weighted average common shares outstanding - basic3,134 2,984 
Diluted:
Net income (loss) attributable to common stockholders$(2.43)$(2.59)
Weighted average common shares outstanding - diluted3,160 2,984 

7









ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in thousands)
 Three Months Ended
March 31,
 20242023
Net income (loss)$1,515 $1,176 
Net (income) loss from consolidated entities attributable to noncontrolling interests171 288 
Net (income) loss attributable to redeemable noncontrolling interests(92)(155)
Net income (loss) attributable to the company1,594 1,309 
Interest expense4,163 2,835 
Amortization of loan costs276 241 
Depreciation and amortization8,515 8,532 
Income tax expense (benefit)2,346 620 
Net income (loss) attributable to unitholders redeemable noncontrolling interests92 155 
EBITDA16,986 13,692 
Deferred compensation plans(278)(220)
Stock/unit-based compensation449 487 
Change in contingent consideration fair value(50)780 
Transaction costs4,733 203 
Loss on disposal of assets15 1,017 
Reimbursed software costs, net— (74)
Legal, advisory and settlement costs145 291 
Severance and executive recruiting costs700 1,143 
Amortization of hotel signing fees and lock subsidies391 240 
Other (gain) loss(18)53 
Adjusted EBITDA$23,073 $17,612 

8









ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts)
 Three Months Ended
March 31,
20242023
Net income (loss)$1,515 $1,176 
Net (income) loss from consolidated entities attributable to noncontrolling interests171 288 
Net (income) loss attributable to redeemable noncontrolling interests(92)(155)
Preferred dividends, declared and undeclared(9,202)(9,034)
Net income (loss) attributable to common stockholders(7,608)(7,725)
Amortization of loan costs276 241 
Depreciation and amortization8,515 8,532 
Net income (loss) attributable to unitholders redeemable noncontrolling interests92 155 
Preferred dividends, declared and undeclared9,202 9,034 
Deferred compensation plans(278)(220)
Stock/unit-based compensation449 487 
Change in contingent consideration fair value(50)780 
Transaction costs4,733 203 
Loss on disposal of assets15 1,017 
Reimbursed software costs, net— (74)
Legal, advisory and settlement costs145 291 
Severance and executive recruiting costs700 1,143 
Amortization of hotel signing fees and lock subsidies391 240 
Other (gain) loss(18)53 
GAAP income tax expense (benefit)2,346 620 
Adjusted income tax (expense) benefit (1)
(730)(1,407)
Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis$18,180 $13,370 
Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis$1.99 $1.67 
Weighted average diluted shares9,132 7,997 
Components of weighted average diluted shares
Common shares3,134 2,984 
Series D convertible preferred stock4,314 4,226 
Deferred compensation plan272 208 
Acquisition related shares1,284 453 
Restricted shares and units128 126 
Weighted average diluted shares9,132 7,997 
Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit
GAAP income tax (expense) benefit$(2,346)$(620)
Less deferred income tax (expense) benefit(1,616)787 
Adjusted income tax (expense) benefit (1)
$(730)$(1,407)
(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, 2023.
9


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 March 31, 2024Three Months Ended March 31, 2023
Advisory
Products & ServicesCorporate/ OtherAshford Inc. Consolidated
Advisory
Products & ServicesCorporate/ OtherAshford Inc. Consolidated
REVENUES:
Advisory services fees:
Base advisory fees - Trust$8,221 $— $— $8,221 $8,468 $— $— $8,468 
Base advisory fees - Braemar3,326 — — 3,326 3,640 — — 3,640 
Incentive advisory fees - Braemar67 — — 67 67 — — 67 
Other advisory revenue - Braemar130 — — 130 128 — — 128 
Hotel management fees:
Base management fees— 8,948 — 8,948 — 9,010 — 9,010 
Incentive management fees— 1,456 — 1,456 — 982 — 982 
Other management fees— 2,066 — 2,066 — 2,195 — 2,195 
Design and construction fees— 9,447 — 9,447 — 6,929 — 6,929 
Audio visual— 44,912 — 44,912 — 40,357 — 40,357 
Other37 16,214 — 16,251 127 8,947 — 9,074 
Cost reimbursement revenue9,468 105,006 (164)114,310 8,451 92,194 3,627 104,272 
Total revenues21,249 188,049 (164)209,134 20,881 160,614 3,627 185,122 
EXPENSES:
Salaries and benefits— 14,721 7,778 22,499 — 12,889 9,635 22,524 
Deferred compensation plans— — (278)(278)— 13 (233)(220)
Stock/unit-based compensation— 44 413 457 — 70 419 489 
Cost of audio visual revenues— 30,882 — 30,882 — 27,828 — 27,828 
Cost of design and construction revenues— 2,030 — 2,030 — 2,866 — 2,866 
Depreciation and amortization131 6,215 35 6,381 516 6,412 72 7,000 
General and administrative— 10,517 6,326 16,843 — 7,901 1,791 9,692 
Other— 8,923 — 8,923 1,032 5,070 — 6,102 
Reimbursed expenses7,831 104,983 (104)112,710 4,800 92,136 3,627 100,563 
REIT stock/unit-based compensation1,644 23 — 1,667 3,577 58 — 3,635 
Total operating expenses9,606 178,338 14,170 202,114 9,925 155,243 15,311 180,479 
OPERATING INCOME (LOSS)11,643 9,711 (14,334)7,020 10,956 5,371 (11,684)4,643 
Other— (108)(3,051)(3,159)— (618)(2,229)(2,847)
INCOME (LOSS) BEFORE INCOME TAXES11,643 9,603 (17,385)3,861 10,956 4,753 (13,913)1,796 
Income tax (expense) benefit(2,931)(3,454)4,039 (2,346)(2,562)(2,844)4,786 (620)
NET INCOME (LOSS)8,712 6,149 (13,346)1,515 8,394 1,909 (9,127)1,176 
Net (income) loss from consolidated entities attributable to noncontrolling interests— 168 171 — 288 — 288 
Net (income) loss attributable to redeemable noncontrolling interests— — (92)(92)— — (155)(155)
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY8,712 6,317 (13,435)1,594 8,394 2,197 (9,282)1,309 
Preferred dividends, declared and undeclared— — (9,202)(9,202)— — (9,034)(9,034)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$8,712 $6,317 $(22,637)$(7,608)$8,394 $2,197 $(18,316)$(7,725)
(Continued)
10


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 March 31, 2024Three Months Ended March 31, 2023
Advisory
Products & ServicesCorporate/ OtherAshford Inc. Consolidated
Advisory
Products & ServicesCorporate/ OtherAshford Inc. Consolidated
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$8,712 $6,317 $(22,637)$(7,608)$8,394 $2,197 $(18,316)$(7,725)
Preferred dividends, declared and undeclared— — 9,202 9,202 — — 9,034 9,034 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY8,712 6,317 (13,435)1,594 8,394 2,197 (9,282)1,309 
Interest expense— 935 3,228 4,163 — 575 2,260 2,835 
Amortization of loan costs— 14 262 276 — 46 195 241 
Depreciation and amortization131 8,349 35 8,515 516 7,944 72 8,532 
Income tax expense (benefit)2,931 3,454 (4,039)2,346 2,562 2,844 (4,786)620 
Net income (loss) attributable to unitholders redeemable noncontrolling interests— — 92 92 — — 155 155 
EBITDA11,774 19,069 (13,857)16,986 11,472 13,606 (11,386)13,692 
Deferred compensation plans— — (278)(278)— 13 (233)(220)
Stock/unit-based compensation— 45 404 449 — 68 419 487 
Change in contingent consideration fair value— (50)— (50)— 780 — 780 
Transaction costs— 86 4,647 4,733 — 104 99 203 
Loss on disposal of assets— 15 — 15 1,032 (15)— 1,017 
Reimbursed software costs, net— — — — (74)— — (74)
Legal, advisory and settlement costs— 113 32 145 — 227 64 291 
Severance and executive recruiting costs— 40 660 700 — 153 990 1,143 
Amortization of hotel signing fees and lock subsidies— 391 — 391 — 240 — 240 
Other (gain) loss— (53)35 (18)— 38 15 53 
Adjusted EBITDA11,774 19,656 (8,357)23,073 12,430 15,214 (10,032)17,612 
Interest expense— (935)(3,228)(4,163)— (575)(2,260)(2,835)
Adjusted income tax (expense) benefit(2,141)(1,207)2,618 (730)(2,843)(1,732)3,168 (1,407)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis$9,633 $17,514 $(8,967)$18,180 $9,587 $12,907 $(9,124)$13,370 
INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (1)
$2.76 $2.00 $(7.19)$(2.43)$2.81 $0.74 $(6.14)$(2.59)
Weighted average common shares outstanding - diluted3,160 3,160 3,160 3,160 2,984 2,984 2,984 2,984 
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)
$1.05 $1.92 $(0.98)$1.99 $1.20 $1.61 $(1.14)$1.67 
Weighted average diluted shares9,132 9,132 9,132 9,132 7,997 7,997 7,997 7,997 
(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.
11


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 March 31, 2024
RemingtonPremierINSPIREREDOpenKey
Other (1)
Products & Services
REVENUES:
Hotel management fees:
Base management fees$8,948 $— $— $— $— $— $8,948 
Incentive management fees1,456 — — — — — 1,456 
Other management fees2,066 — — — — — 2,066 
Design and construction fees— 9,447 — — — — 9,447 
Audio visual— — 44,912 — — — 44,912 
Other— — — 11,224 353 4,637 16,214 
Cost reimbursement revenue101,340 3,518 84 64 — — 105,006 
Total revenues113,810 12,965 44,996 11,288 353 4,637 188,049 
EXPENSES:
Salaries and benefits5,700 775 5,743 1,503 680 320 14,721 
Stock/unit-based compensation21 11 — — 44 
Cost of audio visual revenues— — 30,882 — — — 30,882 
Cost of design and construction revenues— 2,030 — — — — 2,030 
Depreciation and amortization2,621 2,720 549 322 — 6,215 
General and administrative2,573 1,058 3,432 2,298 357 799 10,517 
Other234 — 15 5,907 30 2,737 8,923 
Reimbursed expenses101,338 3,508 73 64 — — 104,983 
REIT stock/unit-based compensation10 11 — — — 23 
Total operating expenses112,489 10,112 40,712 10,099 1,070 3,856 178,338 
OPERATING INCOME (LOSS)1,321 2,853 4,284 1,189 (717)781 9,711 
Other— (566)(451)(9)911 (108)
INCOME (LOSS) BEFORE INCOME TAXES1,328 2,853 3,718 738 (726)1,692 9,603 
Income tax (expense) benefit(248)(599)(1,960)(256)— (391)(3,454)
NET INCOME (LOSS)1,080 2,254 1,758 482 (726)1,301 6,149 
Net (income) loss from consolidated entities attributable to noncontrolling interests— — — — 168 — 168 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY$1,080 $2,254 $1,758 $482 $(558)$1,301 $6,317 
Interest expense— — 473 442 13 935 
Amortization of loan costs— — — — 14 
Depreciation and amortization2,621 2,720 1,986 1,013 8,349 
Income tax expense (benefit)248 599 1,960 256 — 391 3,454 
EBITDA3,949 5,573 6,182 2,202 (548)1,711 19,069 
Stock/unit-based compensation22 11 — — 45 
Change in contingent consideration fair value(50)— — — — — (50)
Transaction costs— — — 86 — — 86 
Loss on disposal of assets— — 22 (7)— — 15 
Legal, advisory and settlement costs109 — — — — 113 
Severance and executive recruiting costs40 — — — — — 40 
Amortization of hotel signing fees and lock subsidies— — 391 — — — 391 
Other (gain) loss20 — (73)— — — (53)
Adjusted EBITDA4,090 5,584 6,529 2,290 (548)1,711 19,656 
Interest expense— — (473)(442)(7)(13)(935)
Adjusted income tax (expense) benefit(39)(50)(930)(92)— (96)(1,207)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis$4,051 $5,534 $5,126 $1,756 $(555)$1,602 $17,514 
INCOME (LOSS) PER SHARE - DILUTED
Net income (loss) per diluted share attributable to common stockholders (2)
$0.34 $0.71 $0.56 $0.15 $(0.18)$0.41 $2.00 
Weighted average common shares outstanding - diluted3,160 3,160 3,160 3,160 3,160 3,160 3,160 
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)
$0.44 $0.61 $0.56 $0.19 $(0.06)$0.18 $1.92 
Weighted average diluted shares9,132 9,132 9,132 9,132 9,132 9,132 9,132 
(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.
12


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 March 31, 2023
RemingtonPremierINSPIREREDOpenKey
Other (1)
Products & Services
REVENUES:
Hotel management fees:
Base management fees$9,010 $— $— $— $— $— $9,010 
Incentive management fees982 — — — — — 982 
Other management fees2,195 — — — — — 2,195 
Design and construction fees— 6,929 — — — — 6,929 
Audio visual— — 40,357 — — — 40,357 
Other— — — 7,628 389 930 8,947 
Cost reimbursement revenue89,277 2,842 52 23 — — 92,194 
Total revenues101,464 9,771 40,409 7,651 389 930 160,614 
EXPENSES:
Salaries and benefits5,897 581 4,448 951 658 354 12,889 
Deferred compensation plans— — — 13 — — 13 
Stock/unit-based compensation31 28 — — 70 
Cost of audio visual revenues— — 27,828 — — — 27,828 
Cost of design and construction revenues— 2,866 — — — — 2,866 
Depreciation and amortization2,871 2,888 463 181 6,412 
General and administrative1,481 736 2,762 2,135 649 138 7,901 
Other780 — — 3,989 50 251 5,070 
Reimbursed expenses89,266 2,808 39 23 — — 92,136 
REIT stock/unit-based compensation11 34 13 — — — 58 
Total operating expenses100,337 9,941 35,559 7,297 1,360 749 155,243 
OPERATING INCOME (LOSS)1,127 (170)4,850 354 (971)181 5,371 
Other19 — (311)142 — (468)(618)
INCOME (LOSS) BEFORE INCOME TAXES1,146 (170)4,539 496 (971)(287)4,753 
Income tax (expense) benefit(296)51 (2,616)(45)— 62 (2,844)
NET INCOME (LOSS)850 (119)1,923 451 (971)(225)1,909 
Net (income) loss from consolidated entities attributable to noncontrolling interests— — — — 226 62 288 
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY$850 $(119)$1,923 $451 $(745)$(163)$2,197 
Interest expense— — 295 277 575 
Amortization of loan costs— — 37 — — 46 
Depreciation and amortization2,871 2,888 1,580 594 7,944 
Income tax expense (benefit)296 (51)2,616 45 — (62)2,844 
EBITDA4,017 2,718 6,451 1,376 (742)(214)13,606 
Stock/unit-based compensation29 28 — — 68 
Deferred compensation plans— — — 13 — — 13 
Change in contingent consideration fair value780 — — — — —