EX-99.1 4 ex991unauditedproformafina.htm EX-99.1 Document

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Background
Ashford Inc. (“AINC” or the “Company”), Ashford Hospitality Trust, Inc. (“Ashford Trust”), Ashford Hospitality Limited Partnership (the “Operating Partnership”), Ashford TRS Corporation, and Ashford Hospitality Advisors LLC (“Ashford LLC” and together with AINC, the “Advisor”) previously entered into the Enhanced Return Funding Program Agreement and Amendment No. 1 to the Amended and Restated Advisory Agreement, dated effective as of June 26, 2018 (the “ERFP Agreement”). Although the ERFP Agreement terminated in accordance with its terms on June 26, 2021, the Advisor remained obligated to provide Ashford Trust with approximately $11,400,000 related to Ashford Trust’s acquisition of the Embassy Suites Manhattan hotel (the “ES Manhattan ERFP Balance”), which such hotel constituted an Enhanced Return Hotel Asset (as defined in the ERFP Agreement).
On December 16, 2022, the Operating Partnership, a subsidiary of Ashford Trust, entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with Ashford LLC, pursuant to which, effective as of December 16, 2022, the Operating Partnership acquired one hundred percent (100%) of the equity interests in (i) Marietta Leasehold LP (the “Ground Lessee”), the ground lessee of the Hilton Atlanta/Marietta Hotel and Conference Center in Marietta, Georgia, and (ii) Marietta Leasehold GP LLC, the sole general partner of the Ground Lessee (collectively, “Marietta”) and, in exchange therefor, Ashford Trust forgave, cancelled and discharged in full the outstanding ES Manhattan ERFP Balance (collectively, the “Transaction”).
Basis of Presentation
The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2022 and the year ended December 31, 2021 have been prepared as though the Transaction occurred on January 1, 2021. The unaudited pro forma consolidated balance sheet as of September 30, 2022 has been prepared as though the Transaction occurred on that date.
The accompanying unaudited pro forma consolidated financial statements should be read in conjunction with (i) the Company’s unaudited condensed consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2022, and (ii) the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, that was filed with the SEC on March 25, 2022.
The adjustments to the historical financial statements are based upon currently available information and certain estimates and assumptions. Actual effects of the Transaction will differ from the pro forma adjustments. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have occurred if the Transaction had been completed on the dates indicated or what could be achieved in the future. However, the Company believes the assumptions provide a reasonable basis for presenting the significant effects of the Transaction as contemplated and the pro forma adjustments are factually supportable and give appropriate effect to the expected impact of events directly attributable to the Transaction.




ASHFORD INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2022
(in thousands, except share amounts)

 Historical
Ashford Inc. (A)
Adjustments Pro Forma
Ashford Inc.
ASSETS    
Current assets:
Cash and cash equivalents$44,071 $(904)(B)$43,167 
Restricted cash37,114 (1,056)(B)36,058 
Restricted investment348 — 348 
Accounts receivable, net19,458 (264)(B)19,194 
Due from affiliates256 (21)(B)235 
Due from Ashford Trust4,483 — 4,483 
Due from Braemar9,562 — 9,562 
Inventories1,853 (48)(B)1,805 
Prepaid expenses and other5,760 (269)(B)5,491 
Total current assets122,905 (2,562)120,343 
Investments in unconsolidated entities3,941 — 3,941 
Property and equipment, net81,471 (40,642)(C)40,829 
Operating lease right-of-use assets24,800 — 24,800 
Goodwill58,675 (3,558)(D)55,117 
Intangible assets, net233,031 — 233,031 
Other assets376 — 376 
Total assets$525,199 $(46,762)$478,437 
LIABILITIES   
Current liabilities:   
Accounts payable and accrued expenses$47,751 $(1,063)(B)$46,688 
Dividends payable26,777 — 26,777 
Due to affiliates236 (36)(B)200 
Deferred income426 — 426 
Notes payable, net5,046 — 5,046 
Finance lease liabilities2,441 (823)(C)1,618 
Operating lease liabilities3,880 — 3,880 
Other liabilities26,644 — 26,644 
Total current liabilities113,201 (1,922)111,279 
Deferred income7,537 — 7,537 
Deferred tax liability, net28,516 — 28,516 
Deferred compensation plan2,759 — 2,759 
Notes payable, net88,961 — 88,961 
Finance lease liabilities41,915 (40,127)(C)1,788 
Operating lease liabilities21,041 — 21,041 
Other liabilities2,876 — 2,876 
Total liabilities306,806 (42,049)264,757 
MEZZANINE EQUITY
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of September 30, 2022478,000 — 478,000 
Redeemable noncontrolling interests1,732 — 1,732 
— 
EQUITY (DEFICIT)  
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,182,033 shares issued and 3,115,061 shares outstanding at September 30, 2022— 3
Additional paid-in capital297,069 — 297,069 
Accumulated deficit(557,635)(4,713)(E)(562,348)
Accumulated other comprehensive income (loss)(471)— (471)
Treasury stock, at cost, 66,972 shares at September 30, 2022(877)— (877)
Total equity (deficit) of the Company(261,911)(4,713) (266,624)
Noncontrolling interests in consolidated entities572 —  572 
Total equity (deficit)(261,339)(4,713) (266,052)
Total liabilities, mezzanine equity and equity (deficit)$525,199 $(46,762) $478,437 

See Notes to Unaudited Pro Forma Financial Statements.
2




Notes to Unaudited Pro Forma Consolidated Balance Sheet
(A)Represents the historical condensed consolidated balance sheet of Ashford Inc. as of September 30, 2022, as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022.
(B)Represents adjustments to remove the historical operating assets, liabilities and equity of Marietta as of September 30, 2022.
(C)Represents adjustments to remove the historical assets and liabilities for Marietta’s lease of the hotel and convention center from the City of Marietta as of September 30, 2022. The lease is accounted for as a finance lease under U.S. generally accepted accounting principles (“GAAP”) with a lease term through 2054.
(D)Represents goodwill allocated to Marietta from the Company’s combined acquisition of Marietta and Remington Lodging & Hospitality, LLC (“Remington”), a hotel management company, in 2019. The goodwill was allocated proportionately based on an estimate of the relative fair values of Marietta and Remington.
(E)Represents the loss on the sale of Marietta arising from the Transaction as of September 30, 2022.
3



ASHFORD INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2022
(in thousands, except per share amounts)
 Historical
Ashford Inc. (AA)
Adjustments Pro Forma
Ashford Inc.
Revenue    
Advisory services fees$36,026 $—  $36,026 
Hotel management fees33,474 285 (BB)33,759 
Design and construction fees15,538 —  15,538 
Audio visual 87,101 — 87,101 
Other33,902 (7,268)(CC)26,634 
Cost reimbursement revenue259,979 2,155 (BB)262,134 
Total revenues466,020 (4,828) 461,192 
Expenses    
Salaries and benefits54,776 — 54,776 
Cost of revenues for design and construction5,905 — 5,905 
Cost of revenues for audio visual61,042 — 61,042 
Depreciation and amortization23,740 (945)(CC)22,795 
General and administrative25,926 (60)(CC)25,866 
Other16,886 (4,322)(CC)12,564 
Reimbursed expenses259,665 2,155 (BB)261,820 
Total expenses447,940 (3,172) 444,768 
Operating income (loss)18,080 (1,656) 16,424 
Equity in earnings (loss) of unconsolidated entities110 — 110 
Interest expense(6,781)1,881 (CC)(4,900)
Amortization of loan costs(524)— (524)
Interest income195 —  195 
Realized loss on investments(74)— (74)
Other expense(134)— (134)
Income (loss) before income taxes10,872 225  11,097 
Income tax expense(5,971)(40)(DD)(6,011)
Net income4,901 185 5,086 
Loss from consolidated entities attributable to noncontrolling interests830 — 830 
Net income attributable to redeemable noncontrolling interests(290)— (290)
Net income attributable to the Company5,441 185 5,626 
Preferred dividends, declared and undeclared(27,422)— (27,422)
Amortization of preferred stock discount— — — 
Net loss attributable to common stockholders$(21,981)$185 $(21,796)
Loss per share - basic and diluted
Basic:   
Net loss attributable to common stockholders$(7.59) $(7.53)
Weighted average common shares outstanding - basic2,895  2,895 
Diluted:   
Net loss attributable to common stockholders$(7.64) $(7.57)
Weighted average common shares outstanding - diluted2,960  2,960 
  
 See Notes to Unaudited Pro Forma Financial Statements.

4



ASHFORD INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2021
(in thousands, except per share amounts)
 Historical
Ashford Inc. (AA)
Adjustments Pro Forma
Ashford Inc.
Revenue    
Advisory services fees$47,566 $—  $47,566 
Hotel management fees26,260 281 (BB)26,541 
Design and construction fees9,557 — 9,557 
Audio visual 49,880 — 49,880 
Other47,329 (6,336)(CC)40,993 
Cost reimbursement revenue203,975 1,868 (BB)205,843 
Total revenues384,567 (4,187) 380,380 
Expenses    
Salaries and benefits65,251 — 65,251 
Cost of revenues for design and construction4,105 — 4,105 
Cost of revenues for audio visual38,243 — 38,243 
Depreciation and amortization32,598 (1,260)(CC)31,338 
General and administrative26,288 48 (CC)26,336 
Impairment1,160 — 1,160 
Other18,199 (3,758)(CC)21,008 
6,567 (EE)
Reimbursed expenses203,956 1,868 (BB)205,824 
Total expenses389,800 3,465  393,265 
Operating loss(5,233)(7,652) (12,885)
Equity in earnings (loss) of unconsolidated entities(126)— (126)
Interest expense(5,144)2,539 (CC)(2,605)
Amortization of loan costs(322)— (322)
Interest income285 —  285 
Realized loss on investments(3)— (3)
Other expense(437)— (437)
Loss before income taxes(10,980)(5,113) (16,093)
Income tax benefit 162 1,490 (DD)1,652 
Net loss(10,818)(3,623)(14,441)
Loss from consolidated entities attributable to noncontrolling interests678 — 678 
Net loss attributable to redeemable noncontrolling interests215 — 215 
Net loss attributable to the Company(9,925)(3,623)(13,548)
Preferred dividends, declared and undeclared(35,000)— (35,000)
Amortization of preferred stock discount(1,053)— (1,053)
Net loss attributable to common stockholders$(45,978)$(3,623)$(49,601)
Loss per share - basic and diluted
Basic:   
Net loss attributable to common stockholders$(16.68) $(18.00)
Weighted average common shares outstanding—basic2,756  2,756 
Diluted:  
Net loss attributable to common stockholders$(16.68) $(18.00)
Weighted average common shares outstanding—diluted2,756  2,756 
 See Notes to Unaudited Pro Forma Financial Statements.

5




Notes to Unaudited Pro Forma Consolidated Statements of Operations
(AA)    Represents the historical condensed consolidated statement of operations of Ashford Inc. for the nine months ended September 30, 2022, as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the SEC on November 9, 2022 and the historical consolidated statement of operations for the year ended December 31, 2021, as reported in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 25, 2022.
(BB)    Represents revenues and operating expenses incurred by Remington which provides hotel management services to Marietta. Revenues and operating expenses recorded by Remington from managing Marietta are eliminated upon consolidation in the historical consolidated statements of operations of Ashford Inc.
(CC)    Represents adjustments to remove the historical revenue, operating expenses and interest expense of Marietta for the nine months ended September 30, 2022 and the year ended December 31, 2021.
(DD)    Represents the adjustment to income tax expense (benefit) based on a blended statutory federal and state tax rate of approximately 25% in effect for the nine months ended September 30, 2022 and the year ended December 31, 2021.
(EE)    Represents the loss on the sale of Marietta arising from the Transaction as of January 1, 2021.
6