ASHFORD : REPORTS SECOND QUARTER 2022 RESULTS – Form 8-K







ASHFORD REPORTS SECOND QUARTER 2022 RESULTS

Gross Assets Under Management $8.0 Billion at Quarter End

Net Loss Attributable to Common Stockholders was $(3.5) Million

Adjusted EBITDA Increased 131% to $24.8 Million

Trailing 12-Month Adjusted EBITDA Through the Second Quarter was $71.8 Million

Adjusted Net Income Per Share Increased 89% to $2.21

Completed Acquisition of Chesapeake Hospitality

Entered into New $100 Million Corporate Financing Commitment

DALLAS, August 3, 2022 – Ashford Inc., an alternative asset management company with a portfolio of strategic operating businesses (NYSE American: AINC) (“Ashford” or the “Company”), today reported the following results and performance measures for the second quarter ended June 30, 2022. Unless otherwise stated, all reported results compare the second quarter ended June 30, 2022, with the second quarter ended June 30, 2021 (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

•Four paths to growth:

◦Recovery of the hospitality industry;

◦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

FINANCIAL AND OPERATING HIGHLIGHTS

•Net loss attributable to common stockholders for the quarter was $(3.5) million, or $(1.34) per diluted share. Adjusted net income for the quarter was $17.3 million, or $2.21 per diluted share, reflecting an 89% growth rate over the prior year quarter.

•Total revenue, excluding cost reimbursement revenue, for the quarter was $78.2 million, reflecting a 95% growth rate over the prior year quarter.

•Adjusted EBITDA for the quarter was $24.8 million, reflecting a 131% growth rate over the prior year quarter.

•Adjusted EBITDA on a trailing 12-month basis as of the end of the quarter was $71.8 million.

•At the end of the second quarter, the Company had approximately $8.0 billion of gross assets under management.

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•At the end of the second quarter, the Company’s advised REITs had total net working capital of $848 million.

•During the quarter, the Company closed on a $100 million strategic corporate financing commitment.

•During the quarter, Remington Hotels acquired Chesapeake Hospitality to accelerate growth of its hotel management business.

•As of June 30, 2022, the Company had corporate cash of approximately $36.0 million.

ASHFORD SECURITIES UPDATE

The Company formed Ashford Securities as a dedicated capital raising platform to fund investment opportunities sponsored and asset-managed by Ashford. Ashford Securities currently has three offerings in the market, a non-traded preferred equity security for Braemar Hotels & Resorts (“Braemar”) (NYSE: BHR), a non-traded preferred equity security for Ashford Hospitality Trust (“Ashford Trust”) (NYSE: AHT), and, as part of the Company’s strategy to invest in areas outside of the hospitality industry, a growth-oriented private offering that will target investments in all types of commercial real estate in the state of Texas. To date, Ashford Securities has placed $178.1 million of Braemar’s non-traded preferred stock.

Longer term, the Company believes there is a substantial opportunity to offer differentiated alternative investment products through financial intermediaries to help investors further diversify their portfolios and grow the Company’s assets under management.

REMINGTON UPDATE

Remington’s high-margin, low-capex Hotel Management business continues to benefit from the recovery in the lodging industry and grow its third-party business. In the second quarter, Remington generated hotel management fee revenue of $13.4 million, Net Income Attributable to the Company of $4.4 million, and Adjusted EBITDA of $8.3 million. Second quarter Adjusted EBITDA growth was 141% over the prior year quarter.

During the quarter, Remington acquired privately held Chesapeake Hospitality, a premier third-party hotel management company. The strategic transaction is expected to increase the scale and scope of Remington’s hotel management business while expanding Remington’s geographic footprint to complementary Midwestern markets, including Pittsburgh, Milwaukee, Detroit, and St. Louis. Further, the acquisition adds several IHG Hotels & Resorts to its portfolio, as well as the 877-key Showboat Atlantic City, which is now the largest hotel in Remington’s portfolio. The combined company will operate under the Remington brand and will be focused on leveraging its enhanced scale to pursue profitable growth opportunities, including the continued expansion of hotel management business to third parties. This transaction also diversifies Remington’s client base away from Ashford’s advised REITs.

At the end of the second quarter, Remington managed 115 properties that were open and operating – 41 under third-party management agreements and 74 for Ashford Trust and Braemar – located in 27 states and Washington, D.C. across 23 brands, including 17 independent and boutique properties.

INSPIRE UPDATE

INSPIRE provides an integrated suite of audio visual services, including show and event services, hospitality services, creative services, and design and integration, making INSPIRE a leading single-source solution for its clients’ meeting and event needs. INSPIRE has seen its hospitality business come back very strongly as both corporate and social groups have been eager to gather. It has seen a similar recovery in its show services segment. During the second quarter of 2022, INSPIRE had revenue of $36.0 million,

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Net Income Attributable to the Company of $4.4 million, and Adjusted EBITDA of $9.0 million. Second quarter revenue growth was 281% over the prior year quarter.

PREMIER UPDATE

Premier provides comprehensive and cost-effective architecture, design, development, and project management services. It also provides project oversight, coordination, planning, and execution of renovation, capital expenditure or ground-up development projects. Its operations are responsible for managing and implementing substantially all capital improvements at Ashford Trust and Braemar hotels. Additionally, it has extensive experience working with many of the major hotel brands in the areas of renovating, converting, developing or repositioning hotels. Similar to Remington, Premier has also made a concerted effort to grow its third-party business, and to date, Premier has signed 39 third-party engagements, totaling $11.8 million in fees. In the second quarter, Premier generated $4.7 million of design and construction fee revenue, Net Loss Attributable to the Company of $(2.9) million, and Adjusted EBITDA of $1.1 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 several potential avenues for future growth including opportunities to expand into other hotels at Ashford-advised REITs or non-Ashford hotels in the USVI, elsewhere in the Caribbean, and in the U.S. RED Hospitality has continued to benefit from the resurgence in leisure travel and the desire of consumers for unique and memorable experiences. In the second quarter, RED Hospitality generated $7.7 million of revenue, Net Income Attributable to the Company of $1.1 million, and $2.4 million of Adjusted EBITDA. Second quarter revenue growth was 12% over the prior year quarter.

FINANCIAL RESULTS

Net loss attributable to common stockholders for the quarter totaled $(3.5) million, or $(1.34) per diluted share. Adjusted net income for the quarter was $17.3 million, or $2.21 per diluted share.

For the quarter ended June 30, 2022, base advisory fee revenue was $11.8 million. The base advisory fee revenue in the second quarter was comprised of $8.6 million from Ashford Trust and $3.2 million from Braemar.

Adjusted EBITDA for the quarter was $24.8 million, reflecting a growth rate of 131% over the prior year quarter.

CAPITAL STRUCTURE

At the end of the second quarter of 2022, the Company had approximately $8.0 billion of gross assets under management from its advised platforms. The Company had corporate cash of $36.0 million and 7.6 million fully diluted shares. The Company’s fully diluted shares include 4.1 million common shares associated with its Series D convertible preferred stock. The Company had $99.0 million of loans at June 30, 2022, of which approximately $15,000 related to its joint venture partners’ share of such loans.

During the quarter, the Company closed on a $100 million strategic corporate financing. The new Corporate Term Loan (the “Loan”) has an initial term of five years with three, one-year extension options subject to the satisfaction of certain conditions and bears interest at a rate of LIBOR + 7.35%. At closing, the Company drew down $50 million on the Loan and has the option to draw the additional $50 million over the next 24 months. The Company currently has $70 million drawn on the Loan. The proceeds of the Loan were used to pay off the Company’s existing term loan and for general corporate purposes. Future proceeds will be used for general corporate purposes, including potential acquisitions.

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During the quarter, the Company’s Board of Directors declared cash dividends for the Company’s Series D Convertible Preferred Stock (“Preferred Stock”) reflecting accrued and unpaid dividends for the quarters ending June 30, 2020 and December 31, 2020. The Company paid an aggregate cash dividend of $0.932 per share of Preferred Stock, representing approximately 50% of the accrued dividends. The Preferred Stock dividends were paid on April 15, 2022. The Company currently expects to pay the remaining accrued balance some time in 2023.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS

•Reported Adjusted EBITDAre of $96.4 million for the second quarter.

•Now has an effective registration statement for its Series J and Series K Redeemable Preferred Stock.

BRAEMAR HOTELS & RESORTS HIGHLIGHTS

•Reported Adjusted EBITDAre of $50.1 million for the second quarter.

•Second quarter RevPAR for Braemar was $314, which exceeded second quarter 2019 RevPAR by 28%.

•To date, Braemar has issued approximately $178 million of its non-traded preferred stock.

“Ashford delivered solid second quarter results, and we remain confident that the Ashford group of companies is well-positioned to capitalize on the recovery we continue to see in the hospitality industry,” commented Monty J. Bennett, Ashford’s Chairman and Chief Executive Officer. “Looking at our advised platforms, our REITs are well positioned and both generated significant positive cash flow in the second quarter. Braemar has the highest quality portfolio in the public markets, has been benefiting from its resort-heavy focus, and in the second quarter, started to see its urban hotels significantly ramp up as corporate transient and group demand came back strongly. Ashford Trust’s high-quality, geographically diverse portfolio is also benefitting from increased demand and notable rate increases in many key markets. I was also pleased to see Ashford Trust generate significant positive cash flow in the quarter. Looking ahead, we believe both of our advised REITs are poised for further growth in 2022 and beyond.”

Mr. Bennett continued, “Other areas of our business, like INSPIRE, are also benefitting from a strong increase in demand while Remington and Premier both realized solid growth in their third-party business. Additionally, Ashford Securities is ramping well and raising capital. We remain pleased with the continued strong performance in capital raising and are very excited about our first investment offering outside of the hospitality industry.” Mr. Bennett added, “Moving forward, we believe the lodging industry and our advised REITs are well-positioned for any potential weakness in economic conditions, and the demand trends that we are seeing continue to be strong. We’re excited about Remington Hotel’s recently completed acquisition of Chesapeake Hospitality and the strong growth in third-party business that resulted from that transaction. Additionally, the corporate financing that we closed during the quarter gives us access to attractive capital to continue to grow our platform and consider additional strategic bolt-on acquisitions. With our talented and dedicated management team, I am excited about the future prospects for our Company.”

INVESTOR CONFERENCE CALL AND SIMULCAST

The Company will conduct a conference call on Thursday, August 4, 2022, at 12:00 p.m. ET. The number to call for this interactive teleconference is (201) 689-8263. A replay of the conference call will be available through Thursday, August 11, 2022, by dialing (412) 317-6671 and entering the confirmation number, 13730711.

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The Company will also provide an online simulcast and rebroadcast of its second quarter 2022 earnings release conference call. The live broadcast of the Company’s quarterly conference call will be available online at the Company’s website, www.ashfordinc.com on Thursday, August 4, 2022, 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.

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: the impact of COVID-19, including one or more possible recurrences of COVID-19 case surges that would cause state and local governments to reinstate travel restrictions and the rate of adoption and efficacy of vaccines to prevent COVID-19, on our business and investment strategy; 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.

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

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

June 30, 2022 December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents $ 48,422 $ 37,571
Restricted cash 38,238 34,878
Restricted investment 334 576
Accounts receivable, net 16,535 10,502
Due from affiliates 397 165
Due from Ashford Trust 5,033 2,575
Due from Braemar 3,810 1,144
Inventories 1,812 1,555
Prepaid expenses and other 5,266 9,490
Total current assets 119,847 98,456
Investments in unconsolidated entities 4,088 3,581
Property and equipment, net 81,154 83,566
Operating lease right-of-use assets 25,437 26,975
Goodwill 58,602 56,622
Intangible assets, net 239,551 244,726
Other assets, net 531 870
Total assets $ 529,210 $ 514,796
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 38,167 $ 39,897
Dividends payable 26,593 34,574
Due to affiliates 103
Deferred income 406 2,937
Notes payable, net 4,688 6,725
Finance lease liabilities 2,424 1,065
Operating lease liabilities 3,760 3,628
Other liabilities 29,275 25,899
Total current liabilities 105,416 114,725
Deferred income 8,274 7,968
Deferred tax liability, net 30,643 32,848
Deferred compensation plan 2,838 3,326
Notes payable, net 89,674 52,669
Finance lease liabilities 42,189 43,479
Operating lease liabilities 21,800 23,477
Other liabilities 1,670
Total liabilities 302,504 278,492
MEZZANINE EQUITY

Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021

478,000 478,000
Redeemable noncontrolling interests 1,509 69
EQUITY (DEFICIT)

Common stock, 100,000,000 shares authorized, $0.001 par value, 3,182,033 and 3,072,688 shares issued and 3,115,816 and 3,023,002 shares outstanding at June 30, 2022 and December 31, 2021, respectively

3 3
Additional paid-in capital 295,461 294,395
Accumulated deficit (547,602) (534,999)
Accumulated other comprehensive income (loss) (257) (1,206)

Treasury stock, at cost, 66,217 and 49,686 shares at June 30, 2022 and December 31, 2021, respectively

(867) (596)
Total equity (deficit) of the Company (253,262) (242,403)
Noncontrolling interests in consolidated entities 459 638
Total equity (deficit) (252,803) (241,765)
Total liabilities and equity (deficit) $ 529,210 $ 514,796

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ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
REVENUE
Advisory services fees:
Base advisory fees $ 11,839 $ 9,932 $ 23,513 $ 19,731
Other advisory revenue 130 130 258 258
Hotel management fees:
Base management fees 9,484 5,308 15,658 9,165
Incentive management fees 2,867 1,207 3,871 1,822
Other management fees 1,069 1,069
Design and construction fees 4,738 1,867 9,262 3,409
Audio visual 35,977 9,451 60,942 13,062
Other 12,072 12,166 23,511 22,795
Cost reimbursement revenue 89,277 45,351 163,328 77,538
Total revenues 167,453 85,412 301,412 147,780
EXPENSES
Salaries and benefits 16,086 16,541 32,232 31,079
Stock/unit-based compensation 920 1,377 1,670 2,740
Cost of revenues for design and construction 2,206 1,022 4,116 1,780
Cost of revenues for audio visual 23,279 6,872 41,158 11,258
Depreciation and amortization 8,019 8,259 15,644 16,398
General and administrative 9,770 6,065 17,082 11,208
Other 5,669 5,059 11,136 8,670
Reimbursed expenses 89,181 45,217 163,089 77,332
Total operating expenses 155,130 90,412 286,127 160,465
OPERATING INCOME (LOSS) 12,323 (5,000) 15,285 (12,685)
Equity in earnings (loss) of unconsolidated entities 67 (58) 257 (172)
Interest expense (2,536) (1,288) (3,815) (2,555)
Amortization of loan costs (232) (45) (305) (131)
Interest income 38 72 119 135
Realized gain (loss) on investments (179) (71) (373)
Other income (expense) (259) (172) (112) (285)
INCOME (LOSS) BEFORE INCOME TAXES 9,401 (6,670) 11,358 (16,066)
Income tax (expense) benefit (4,076) 697 (5,354) 1,648
NET INCOME (LOSS) 5,325 (5,973) 6,004 (14,418)
(Income) loss from consolidated entities attributable to noncontrolling interests 298 234 558 329
Net (income) loss attributable to redeemable noncontrolling interests (141) 19 (132) 195
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY 5,482 (5,720) 6,430 (13,894)
Preferred dividends, declared and undeclared (9,020) (8,633) (18,393) (17,239)
Amortization of preferred stock discount (311) (627)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS $ (3,538) $ (14,664) $ (11,963) $ (31,760)
INCOME (LOSS) PER SHARE – BASIC AND DILUTED
Basic:
Net income (loss) attributable to common stockholders $ (1.21) $ (5.31) $ (4.11) $ (11.66)
Weighted average common shares outstanding – basic 2,913 2,764 2,908 2,724
Diluted:
Net income (loss) attributable to common stockholders $ (1.34) $ (5.31) $ (4.15) $ (11.66)
Weighted average common shares outstanding – diluted 3,109 2,764 3,006 2,724

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ASHFORD INC. AND SUBSIDIARIES

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

(unaudited, in thousands)

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
Net income (loss) $ 5,325 $ (5,973) $ 6,004 $ (14,418)
(Income) loss from consolidated entities attributable to noncontrolling interests 298 234 558 329
Net (income) loss attributable to redeemable noncontrolling interests (141) 19 (132) 195
Net income (loss) attributable to the company 5,482 (5,720) 6,430 (13,894)
Interest expense 2,537 1,290 3,816 2,557
Amortization of loan costs 232 45 305 136
Depreciation and amortization 9,297 9,574 18,179 19,048
Income tax expense (benefit) 4,076 (697) 5,354 (1,648)
Net income (loss) attributable to unitholders redeemable noncontrolling interests 141 (19) 132 (43)
EBITDA 21,765 4,473 34,216 6,156
Deferred compensation plans (600) 2,743 (489) 2,801
Stock/unit-based compensation 920 1,548 1,751 3,181
Change in contingent consideration fair value 22
Transaction costs 1,339 1,017 1,868 1,492
Loss on disposal of assets 10 315 764 1,166
Reimbursed software costs, net (94) (108) (237) (207)
Legal, advisory and settlement costs 625 557 672 852
Severance and executive recruiting costs 368 169 728 692
Amortization of hotel signing fees and lock subsidies 185 124 337 242
Other (gain) loss 291 (112) 129 (76)
Adjusted EBITDA $ 24,809 $ 10,726 $ 39,739 $ 16,321

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ASHFORD INC. AND SUBSIDIARIES

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

(unaudited, in thousands, except per share amounts)

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
Net income (loss) $ 5,325 $ (5,973) $ 6,004 $ (14,418)
(Income) loss from consolidated entities attributable to noncontrolling interests 298 234 558 329
Net (income) loss attributable to redeemable noncontrolling interests (141) 19 (132) 195
Preferred dividends, declared and undeclared (9,020) (8,633) (18,393) (17,239)
Amortization of preferred stock discount (311) (627)
Net income (loss) attributable to common stockholders (3,538) (14,664) (11,963) (31,760)
Amortization of loan costs 232 45 305 136
Depreciation and amortization 9,297 9,574 18,179 19,048
Net income (loss) attributable to unitholders redeemable noncontrolling interests 141 (19) 132 (43)
Preferred dividends, declared and undeclared 9,020 8,633 18,393 17,239
Amortization of preferred stock discount 311 627
Deferred compensation plans (600) 2,743 (489) 2,801
Stock/unit-based compensation 920 1,548 1,751 3,181
Change in contingent consideration fair value 22
Transaction costs 1,339 1,017 1,868 1,492
Loss on disposal of assets 10 315 764 1,166
Non-cash interest from finance lease 185 150 327 301
Reimbursed software costs, net (94) (108) (237) (207)
Legal, advisory and settlement costs 625 557 672 852
Severance and executive recruiting costs 368 169 728 692
Amortization of hotel signing fees and lock subsidies 185 124 337 242
Other (gain) loss 291 (112) 129 (76)
GAAP income tax expense (benefit) 4,076 (697) 5,354 (1,648)

Adjusted income tax (expense) benefit (1)

(5,152) (900) (7,768) (556)
Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 17,305 $ 8,686 $ 28,482 $ 13,509
Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 2.21 $ 1.17 $ 3.71 $ 1.83
Weighted average diluted shares 7,820 7,430 7,674 7,384
Components of weighted average diluted shares
Common shares 2,913 2,764 2,908 2,724
Series D convertible preferred stock 4,218 4,246 4,216 4,227
Deferred compensation plan 203 198 202 198
Acquisition related shares 331 97 217 159
Restricted shares and units 155 125 131 76
Weighted average diluted shares 7,820 7,430 7,674 7,384
Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit
GAAP income tax (expense) benefit excluding noncontrolling interests $ (4,076) $ 697 $ (5,354) $ 1,648
Less deferred income tax (expense) benefit 1,076 1,597 2,414 2,204

Adjusted income tax (expense) benefit (1)

$ (5,152) $ (900) $ (7,768) $ (556)

(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 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

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ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Three Months Ended June 30, 2022 Three Months Ended June 30, 2021
REIT Advisory Products & Services Corporate/ Other Ashford Inc. Consolidated REIT Advisory Products & Services Corporate/ Other Ashford Inc. Consolidated
REVENUE
Advisory services fees:
Base advisory fees – Trust $ 8,612 $ $ $ 8,612 $ 7,254 $ $ $ 7,254
Base advisory fees – Braemar 3,227 3,227 2,678 2,678
Other advisory revenue – Braemar 130 130 130 130
Hotel management fees:
Base management fees 9,484 9,484 5,308 5,308
Incentive management fees 2,867 2,867 1,207 1,207
Other management fees 1,069 1,069
Design and construction fees 4,738 4,738 1,867 1,867
Audio visual 35,977 35,977 9,451 9,451
Other 12,072 12,072 16 12,150 12,166
Cost reimbursement revenue 7,252 79,774 2,251 89,277 6,667 38,131 553 45,351
Total revenues 19,221 145,981 2,251 167,453 16,745 68,114 553 85,412
EXPENSES
Salaries and benefits 9,736 6,950 16,686 6,754 7,044 13,798
Deferred compensation plans 19 (619) (600) 2,743 2,743
Stock/unit-based compensation 78 842 920 194 1,183 1,377
Cost of audio visual revenues 23,279 23,279 6,872 6,872
Cost of design and construction revenues 2,206 2,206 1,022 1,022
Depreciation and amortization 852 7,102 65 8,019 1,084 6,982 193 8,259
General and administrative 6,529 3,241 9,770 3,699 2,366 6,065
Other 5,669 5,669 267 4,774 18 5,059
Reimbursed expenses 3,070 79,711 2,251 85,032 1,791 38,032 553 40,376
REIT stock/unit-based compensation 4,086 63 4,149 4,742 99 4,841
Total operating expenses 8,008 134,392 12,730 155,130 7,884 68,428 14,100 90,412
OPERATING INCOME (LOSS) 11,213 11,589 (10,479) 12,323 8,861 (314) (13,547) (5,000)
Other (1,217) (1,705) (2,922) (1,354) (316) (1,670)
INCOME (LOSS) BEFORE INCOME TAXES 11,213 10,372 (12,184) 9,401 8,861 (1,668) (13,863) (6,670)
Income tax (expense) benefit (2,896) (3,893) 2,713 (4,076) (2,179) (713) 3,589 697
NET INCOME (LOSS) 8,317 6,479 (9,471) 5,325 6,682 (2,381) (10,274) (5,973)
(Income) loss from consolidated entities attributable to noncontrolling interests 298 298 234 234
Net (income) loss attributable to redeemable noncontrolling interests (141) (141) 19 19
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 8,317 $ 6,777 $ (9,612) $ 5,482 $ 6,682 $ (2,147) $ (10,255) $ (5,720)
Interest expense 1,087 1,450 2,537 1,017 273 1,290
Amortization of loan costs 51 181 232 24 21 45
Depreciation and amortization 852 8,380 65 9,297 1,084 8,297 193 9,574
Income tax expense (benefit) 2,896 3,893 (2,713) 4,076 2,179 713 (3,589) (697)
Net income (loss) attributable to unitholders redeemable noncontrolling interests 141 141 (19) (19)
EBITDA 12,065 20,188 (10,488) 21,765 9,945 7,904 (13,376) 4,473
Deferred compensation plans 19 (619) (600) 2,743 2,743
Stock/unit-based compensation 78 842 920 364 1,184 1,548
Transaction costs 771 568 1,339 348 669 1,017
Loss on disposal of assets 10 10 267 48 315
Reimbursed software costs, net (94) (94) (108) (108)
Legal, advisory and settlement costs 9 616 625 247 310 557
Severance and executive recruiting costs 78 290 368 17 152 169
Amortization of hotel signing fees and lock subsidies 185 185 124 124
Other (gain) loss 204 87 291 (137) 25 (112)
Adjusted EBITDA 11,971 21,542 (8,704) 24,809 10,104 8,915 (8,293) 10,726
Interest expense (1,087) (1,450) (2,537) (1,017) (273) (1,290)
Non-cash interest from finance lease 185 185 150 150
Adjusted income tax (expense) benefit (3,247) (4,630) 2,725 (5,152) (2,782) (2,328) 4,210 (900)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 8,724 $ 16,010 $ (7,429) $ 17,305 $ 7,322 $ 5,720 $ (4,356) $ 8,686

Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis (1)

$ 1.12 $ 2.05 $ (0.95) $ 2.21 $ 0.99 $ 0.77 $ (0.59) $ 1.17
Weighted average diluted shares 7,820 7,820 7,820 7,820 7,430 7,430 7,430 7,430

(1) The sum of the 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

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Six Months Ended June 30, 2022 Six Months Ended June 30, 2021
REIT Advisory Products & Services Corporate/ Other Ashford Inc. Consolidated REIT Advisory Products & Services Corporate/ Other Ashford Inc. Consolidated
REVENUE
Advisory services fees:
Base advisory fees – Trust $ 17,347 $ $ $ 17,347 $ 14,508 $ $ $ 14,508
Base advisory fees – Braemar 6,166 6,166 5,223 5,223
Other advisory revenue – Braemar 258 258 258 258
Hotel management fees:
Base management fees 15,658 15,658 9,165 9,165
Incentive management fees 3,871 3,871 1,822 1,822
Other management fees 1,069 1,069
Design and construction fees 9,262 9,262 3,409 3,409
Audio visual 60,942 60,942 13,062 13,062
Other 15 23,496 23,511 33 22,762 22,795
Cost reimbursement revenue 14,828 144,687 3,813 163,328 11,791 64,850 897 77,538
Total revenues 38,614 258,985 3,813 301,412 31,813 115,070 897 147,780
EXPENSES
Salaries and benefits 17,686 15,035 32,721 12,529 15,749 28,278
Deferred compensation plans 36 (525) (489) 2,801 2,801
Stock/unit-based compensation 177 1,493 1,670 358 2,382 2,740
Cost of audio visual revenues 41,158 41,158 11,258 11,258
Cost of design and construction revenues 4,116 4,116 1,780 1,780
Depreciation and amortization 1,705 13,669 270 15,644 2,073 13,960 365 16,398
General and administrative 11,735 5,347 17,082 6,904 4,304 11,208
Other 706 10,400 30 11,136 619 8,033 18 8,670
Reimbursed expenses 6,263 144,535 3,813 154,611 3,621 64,636 897 69,154
REIT stock/unit-based compensation 8,326 152 8,478 7,964 214 8,178
Total operating expenses 17,000 243,664 25,463 286,127 14,277 119,672 26,516 160,465
OPERATING INCOME (LOSS) 21,614 15,321 (21,650) 15,285 17,536 (4,602) (25,619) (12,685)
Other (1,948) (1,979) (3,927) (2,725) (656) (3,381)
INCOME (LOSS) BEFORE INCOME TAXES 21,614 13,373 (23,629) 11,358 17,536 (7,327) (26,275) (16,066)
Income tax (expense) benefit (5,347) (5,576) 5,569 (5,354) (4,133) (475) 6,256 1,648
NET INCOME (LOSS) 16,267 7,797 (18,060) 6,004 13,403 (7,802) (20,019) (14,418)
(Income) loss from consolidated entities attributable to noncontrolling interests 558 558 329 329
Net (income) loss attributable to redeemable noncontrolling interests (132) (132) 152 43 195
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 16,267 $ 8,355 $ (18,192) $ 6,430 13,403 (7,321) (19,976) (13,894)
Interest expense 2,116 1,700 3,816 1,991 566 2,557
Amortization of loan costs 102 203 305 61 75 136
Depreciation and amortization 1,705 16,204 270 18,179 2,073 16,610 365 19,048
Income tax expense (benefit) 5,347 5,576 (5,569) 5,354 4,133 475 (6,256) (1,648)
Net income (loss) attributable to unitholders redeemable noncontrolling interests 132 132 (43) (43)
EBITDA 23,319 32,353 (21,456) 34,216 19,609 11,816 (25,269) 6,156
Deferred compensation plans 36 (525) (489) 2,801 2,801
Stock/unit-based compensation 258 1,493 1,751 714 2,467 3,181
Change in contingent consideration fair value 22 22
Transaction costs 1,095 773 1,868 372 1,120 1,492
Loss on disposal of assets 706 58 764 619 547 1,166
Reimbursed software costs, net (237) (237) (207) (207)
Legal, advisory and settlement costs (84) 756 672 295 557 852
Severance and executive recruiting costs 131 597 728 87 605 692
Amortization of hotel signing fees and lock subsidies 337 337 242 242
Other (gain) loss 42 87 129 (110) 34 (76)
Adjusted EBITDA 23,788 34,226 (18,275) 39,739 20,021 13,985 (17,685) 16,321
Interest expense (2,116) (1,700) (3,816) (1,991) (566) (2,557)
Non-cash interest from finance lease 327 327 301 301
Adjusted income tax (expense) benefit (6,230) (7,445) 5,907 (7,768) (5,446) (3,137) 8,027 (556)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 17,558 $ 24,992 $ (14,068) $ 28,482 $ 14,575 $ 9,158 $ (10,224) $ 13,509

Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis (1)

$ 2.29 $ 3.26 $ (1.83) $ 3.71 $ 1.97 $ 1.24 $ (1.38) $ 1.83
Weighted average diluted shares 7,674 7,674 7,674 7,674 7,384 7,384 7,384 7,384

(1) The sum of the adjusted net income (loss) per diluted share, as calculated for the segments, may differ from the consolidated 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 June 30, 2022
Remington Premier INSPIRE RED OpenKey

Other (1)

Products & Services
REVENUE
Hotel management fees:
Base management fees $ 9,484 $ $ $ $ $ $ 9,484
Incentive management fees 2,867 2,867
Other management fees 1,069 1,069
Design and construction fees 4,738 4,738
Audio visual 35,977 35,977
Other 7,684 413 3,975 12,072
Cost reimbursement revenue 77,379 2,347 39 9 79,774
Total revenues 90,799 7,085 36,016 7,693 413 3,975 145,981
EXPENSES
Salaries and benefits 4,779 540 2,896 660 628 233 9,736
Deferred compensation plans 19 19
Stock/unit-based compensation 40 15 19 4 78
Cost of audio visual revenues 23,279 23,279
Cost of design and construction revenues 2,206 2,206
Depreciation and amortization 3,123 2,974 472 214 2 317 7,102
General and administrative 1,118 960 2,241 1,278 654 278 6,529
Other 3,708 85 1,876 5,669
Reimbursed expenses 77,365 2,317 20 9 79,711
REIT stock/unit-based compensation 14 30 19 63
Total operating expenses 86,439 9,042 28,946 5,892 1,369 2,704 134,392
OPERATING INCOME (LOSS) 4,360 (1,957) 7,070 1,801 (956) 1,271 11,589
Other (130) (328) (201) 4 (562) (1,217)
INCOME (LOSS) BEFORE INCOME TAXES 4,230 (1,957) 6,742 1,600 (952) 709 10,372
Income tax (expense) benefit 138 (907) (2,377) (531) (216) (3,893)
NET INCOME (LOSS) 4,368 (2,864) 4,365 1,069 (952) 493 6,479
(Income) loss from consolidated entities attributable to noncontrolling interests 228 70 298
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 4,368 $ (2,864) $ 4,365 $ 1,069 $ (724) $ 563 $ 6,777
Interest expense 276 181 630 1,087
Amortization of loan costs 35 16 51
Depreciation and amortization 3,123 2,974 1,685 495 1 102 8,380
Income tax expense (benefit) (138) 907 2,377 531 216 3,893
EBITDA 7,353 1,017 8,738 2,292 (723) 1,511 20,188
Deferred compensation plans 19 19
Stock/unit-based compensation 40 15 19 4 78
Transaction costs 692 18 61 771
Loss on disposal of assets 10 10
Legal, advisory and settlement costs 9 9
Severance and executive recruiting costs 17 61 78
Amortization of hotel signing fees and lock subsidies 192 (7) 185
Other (gain) loss 167 30 7 204
Adjusted EBITDA 8,269 1,123 8,984 2,385 (730) 1,511 21,542
Interest expense (276) (181) (630) (1,087)
Non-cash interest from finance lease 185 185
Adjusted income tax (expense) benefit (1,766) (286) (1,882) (433) (263) (4,630)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 6,503 $ 837 $ 6,826 $ 1,771 $ (730) $ 803 $ 16,010

Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis (2)

$ 0.83 $ 0.11 $ 0.87 $ 0.23 $ (0.09) $ 0.10 $ 2.05
Weighted average diluted shares 7,820 7,820 7,820 7,820 7,820 7,820 7,820

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

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

13

ASHFORD INC. AND SUBSIDIARIES

PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Three Months Ended June 30, 2021
Remington Premier INSPIRE RED OpenKey

Other (1)

Products & Services
REVENUE
Hotel management fees:
Base management fees $ 5,308 $ $ $ $ $ $ 5,308
Incentive management fees 1,207 1,207
Design and construction fees 1,867 1,867
Audio visual 9,451 9,451
Other 6,861 477 4,812 12,150
Cost reimbursement revenue 37,568 563 38,131
Total revenues 44,083 2,430 9,451 6,861 477 4,812 68,114
EXPENSES
Salaries and benefits 2,746 857 1,778 587 596 190 6,754
Stock/unit-based compensation 161 18 13 2 194
Cost of audio visual revenues 6,872 6,872
Cost of design and construction revenues 1,022 1,022
Depreciation and amortization 3,034 3,057 470 93 4 324 6,982
General and administrative 426 377 1,364 919 550 63 3,699
Other 3,293 166 1,315 4,774
Reimbursed expenses 37,516 516 38,032
REIT stock/unit-based compensation 52 47 99
Total operating expenses 43,935 5,894 10,497 4,892 1,318 1,892 68,428
OPERATING INCOME (LOSS) 148 (3,464) (1,046) 1,969 (841) 2,920 (314)
Other (260) (211) (319) (564) (1,354)
INCOME (LOSS) BEFORE INCOME TAXES (112) (3,464) (1,257) 1,650 (841) 2,356 (1,668)
Income tax (expense) benefit (400) 552 257 (534) (588) (713)
NET INCOME (LOSS) (512) (2,912) (1,000) 1,116 (841) 1,768 (2,381)
(Income) loss from consolidated entities attributable to noncontrolling interests 59 208 (33) 234
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ (512) $ (2,912) $ (1,000) $ 1,175 $ (633) $ 1,735 $ (2,147)
Interest expense 210 143 664 1,017
Amortization of loan costs 15 9 24
Depreciation and amortization 3,034 3,057 1,712 329 2 163 8,297
Income tax expense (benefit) 400 (552) (257) 534 588 713
EBITDA 2,922 (407) 680 2,190 (631) 3,150 7,904
Stock/unit-based compensation 332 18 13 1 364
Transaction costs 154 194 348
Loss on disposal of assets 51 (3) 48
Legal, advisory and settlement costs 3 244 247
Severance and executive recruiting costs 16 1 17
Amortization of hotel signing fees and lock subsidies 116 8 124
Other (gain) loss (136) (1) (137)
Adjusted EBITDA 3,427 (389) 968 2,381 (622) 3,150 8,915
Interest expense (210) (143) (664) (1,017)
Non-cash interest from finance lease 150 150
Adjusted income tax (expense) benefit (1,075) (277) (3) (271) (702) (2,328)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 2,352 $ (666) $ 755 $ 1,967 $ (622) $ 1,934 $ 5,720

Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis (2)

$ 0.32 $ (0.09) $ 0.10 $ 0.26 $ (0.08) $ 0.26 $ 0.77
Weighted average diluted shares 7,430 7,430 7,430 7,430 7,430 7,430 7,430

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

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

14

ASHFORD INC. AND SUBSIDIARIES

PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Six Months Ended June 30, 2022
Remington Premier INSPIRE RED OpenKey

Other (1)

Products & Services
REVENUE
Hotel management fees:
Base management fees $ 15,658 $ $ $ $ $ $ 15,658
Incentive management fees 3,871 3,871
Other management fees 1,069 1,069
Design and construction fees 9,262 9,262
Audio visual 60,942 60,942
Other 181 13,729 791 8,795 23,496
Cost reimbursement revenue 140,527 4,049 96 9 4 2 144,687
Total revenues 161,306 13,311 61,038 13,738 795 8,797 258,985
EXPENSES
Salaries and benefits 8,267 990 5,353 1,336 1,313 427 17,686
Deferred compensation plans 36 36
Stock/unit-based compensation 100 32 37 8 177
Cost of audio visual revenues 41,158 41,158
Cost of design and construction revenues 4,116 4,116
Depreciation and amortization 5,819 5,936 940 326 6 642 13,669
General and administrative 1,878 1,578 4,258 2,379 1,202 440 11,735
Other 6,979 147 3,274 10,400
Reimbursed expenses 140,475 3,987 58 9 4 2 144,535
REIT stock/unit-based compensation 52 62 38 152
Total operating expenses 156,591 16,701 51,842 11,073 2,672 4,785 243,664
OPERATING INCOME (LOSS) 4,715 (3,390) 9,196 2,665 (1,877) 4,012 15,321
Other 36 (589) (413) 4 (986) (1,948)
INCOME (LOSS) BEFORE INCOME TAXES 4,751 (3,390) 8,607 2,252 (1,873) 3,026 13,373
Income tax (expense) benefit 5 (566) (3,371) (872) (772) (5,576)
NET INCOME (LOSS) 4,756 (3,956) 5,236 1,380 (1,873) 2,254 7,797
(Income) loss from consolidated entities attributable to noncontrolling interests 454 104 558
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ 4,756 $ (3,956) $ 5,236 $ 1,380 $ (1,419) $ 2,358 $ 8,355
Interest expense 516 340 1,260 2,116
Amortization of loan costs 70 32 102
Depreciation and amortization 5,819 5,936 3,364 893 4 188 16,204
Income tax expense (benefit) (5) 566 3,371 872 772 5,576
EBITDA 10,570 2,546 12,557 3,517 (1,415) 4,578 32,353
Deferred compensation plans 36 36
Stock/unit-based compensation 181 32 37 8 258
Transaction costs 942 44 109 1,095
Loss on disposal of assets 10 48 58
Legal, advisory and settlement costs 5 (98) 9 (84)
Severance and executive recruiting costs 34 77 19 1 131
Amortization of hotel signing fees and lock subsidies 337 337
Other (gain) loss (13) 57 (2) 42
Adjusted EBITDA 11,719 2,712 12,904 3,679 (1,366) 4,578 34,226
Interest expense (516) (340) (1,260) (2,116)
Non-cash interest from finance lease 327 327
Adjusted income tax (expense) benefit (2,443) (667) (2,827) (687) (821) (7,445)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 9,276 $ 2,045 $ 9,561 $ 2,652 $ (1,366) $ 2,824 $ 24,992

Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis (2)

$ 1.21 $ 0.27 $ 1.25 $ 0.35 $ (0.18) $ 0.37 $ 3.26
Weighted average diluted shares 7,674 7,674 7,674 7,674 7,674 7,674 7,674

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

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

15

ASHFORD INC. AND SUBSIDIARIES

PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Six Months Ended June 30, 2021
Remington Premier INSPIRE RED OpenKey

Other (1)

Products & Services
REVENUE
Hotel management fees:
Base management fees $ 9,165 $ $ $ $ $ $ 9,165
Incentive management fees 1,822 1,822
Design and construction fees 3,409 3,409
Audio visual 13,062 13,062
Other 20 11,422 931 10,389 22,762
Cost reimbursement revenue 63,885 965 64,850
Total revenues 74,892 4,374 13,062 11,422 931 10,389 115,070
EXPENSES
Salaries and benefits 5,437 1,455 3,022 1,047 1,194 374 12,529
Stock/unit-based compensation 291 33 28 1 5 358
Cost of audio visual revenues 11,258 11,258
Cost of design and construction revenues 1,780 1,780
Depreciation and amortization 6,068 6,113 937 185 8 649 13,960
General and administrative 894 685 2,515 1,667 1,062 81 6,904
Other 22 5,630 300 2,081 8,033
Reimbursed expenses 63,752 884 64,636
REIT stock/unit-based compensation 133 81 214
Total operating expenses 76,575 11,031 17,782 8,530 2,569 3,185 119,672
OPERATING INCOME (LOSS) (1,683) (6,657) (4,720) 2,892 (1,638) 7,204 (4,602)
Other (393) (564) (475) (1) (1,292) (2,725)
INCOME (LOSS) BEFORE INCOME TAXES (2,076) (6,657) (5,284) 2,417 (1,639) 5,912 (7,327)
Income tax (expense) benefit (663) 1,320 1,077 (794) (1,415) (475)
NET INCOME (LOSS) (2,739) (5,337) (4,207) 1,623 (1,639) 4,497 (7,802)
(Income) loss from consolidated entities attributable to noncontrolling interests (38) 411 (44) 329
Net (income) loss attributable to redeemable noncontrolling interests 152 152
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY $ (2,739) $ (5,337) $ (4,207) $ 1,585 $ (1,076) $ 4,453 $ (7,321)
Interest expense 413 294 1,284 1,991
Amortization of loan costs 44 17 61
Depreciation and amortization 6,068 6,113 3,438 633 4 354 16,610
Income tax expense (benefit) 663 (1,320) (1,077) 794 1,415 475
EBITDA 3,992 (544) (1,389) 3,323 (1,072) 7,506 11,816
Stock/unit-based compensation 650 33 28 3 714
Change in contingent consideration fair value 22 22
Transaction costs 159 213 372
Loss on disposal of assets 573 (26) 547
Legal, advisory and settlement costs 25 270 295
Severance and executive recruiting costs 61 26 87
Amortization of hotel signing fees and lock subsidies 227 15 242
Other (gain) loss (109) (1) (110)
Adjusted EBITDA 4,887 (511) (378) 3,510 (1,029) 7,506 13,985
Interest expense (413) (294) (1,284) (1,991)
Non-cash interest from finance lease 301 301
Adjusted income tax (expense) benefit (590) (277) (140) (371) (1,759) (3,137)
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis $ 4,297 $ (788) $ (931) $ 2,845 $ (1,029) $ 4,764 $ 9,158

Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an “as converted” basis (2)

$ 0.58 $ (0.11) $ (0.13) $ 0.39 $ (0.14) $ 0.65 $ 1.24
Weighted average diluted shares 7,384 7,384 7,384 7,384 7,384 7,384 7,384

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

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

16

ASHFORD INC. AND SUBSIDIARIES

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

(unaudited, in thousands)

2022 2022 2021 2021 June 30, 2022
2nd Quarter 1st Quarter 4th Quarter 3rd Quarter TTM
Net income (loss) $ 5,325 $ 679 $ 3,956 $ (356) $ 9,604
(Income) loss from consolidated entities attributable to noncontrolling interests 298 260 169 180 907
Net (income) loss attributable to redeemable noncontrolling interests (141) 9 7 13 (112)
Net income (loss) attributable to the company 5,482 948 4,132 (163) 10,399
Interest expense 2,537 1,279 1,303 1,324 6,443
Amortization of loan costs 232 73 113 78 496
Depreciation and amortization 9,297 8,882 9,263 9,298 36,740
Income tax expense (benefit) 4,076 1,278 1,388 98 6,840
Net income (loss) attributable to unitholders redeemable noncontrolling interests 141 (9) (7) (13) 112
EBITDA 21,765 12,451 16,192 10,622 61,030
Deferred compensation plans (600) 111 481 (1,611) (1,619)
Stock/unit-based compensation 920 831 897 860 3,508
Transaction costs 1,339 529 1,187 745 3,800
Loss on disposal of assets 10 754 272 157 1,193
Reimbursed software costs, net (94) (143) (187) (113) (537)
Legal, advisory and settlement costs 625 47 168 800 1,640
Severance and executive recruiting costs 368 360 285 340 1,353
Amortization of hotel signing fees and lock subsidies 185 152 141 135 613
Other (gain) loss 291 (162) 52 (529) (348)
Impairment 1,160 1,160
Adjusted EBITDA $ 24,809 $ 14,930 $ 19,488 $ 12,566 $ 71,793

17

Disclaimer

Ashford Inc. published this content on 03 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 August 2022 21:40:04 UTC.

Publicnow 2022

All news about ASHFORD INC.

Analyst Recommendations on ASHFORD INC.

Sales 2022 559 M

Net income 2022 -42,6 M

Net Debt 2022

P/E ratio 2022 -0,92x
Yield 2022
Capitalization 43,4 M
43,4 M
Capi. / Sales 2022 0,08x
Capi. / Sales 2023 0,07x
Nbr of Employees 5 526
Free-Float 60,0%



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Sell

Buy

Mean consensus OUTPERFORM
Number of Analysts 2
Last Close Price 13,97 $
Average target price 23,50 $
Spread / Average Target 68,2%


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