DALLAS, Nov. 1, 2018 /PRNewswire/ -- Ashford Inc.
(NYSE American: AINC) ("Ashford" or the "Company") today reported
the following results and performance measures for the third
quarter ended September 30,
2018. Unless otherwise stated, all reported results compare
the third quarter ended September 30,
2018, with the third quarter ended September 30, 2017 (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
- Seeks to grow in three primary areas:
-
- Expanding the existing platforms accretively and accelerating
performance to earn incentive fees
- Starting new platforms for additional base and incentive
fees
- Investing in or incubating strategic businesses that can
achieve accelerated growth through doing business with our existing
platforms and by leveraging our deep knowledge and extensive
relationships within the hospitality sector
- 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 income attributable to common stockholders for the quarter
totaled $1.4 million, or $0.18 per diluted share, compared with a net loss
of $1.9 million, or $1.05 per diluted share, in the prior year
quarter. Adjusted net income for the quarter was $2.6 million, or $0.75 per diluted share.
- Total revenue for the quarter was $41.6
million, reflecting a growth rate of 116% over the prior
year quarter
- Adjusted EBITDA for the third quarter was $4.1 million
- At the end of the third quarter, the Company had approximately
$6.8 billion of assets under
management
- During the quarter, the Company completed the acquisition of
Remington's Project Management business
- Subsequent to quarter end, the Company completed an
underwritten public offering of 280,000 shares of common stock
resulting in gross proceeds of approximately $21 million
- As of September 30, 2018, the
Company had corporate cash of $61.8
million
ENHANCED RETURN FUNDING PROGRAM
On June 26, 2018, the Company announced that it
entered into an agreement with Ashford Hospitality Trust, Inc.
(NYSE: AHT) ("Ashford Trust" or "Trust") for the new Enhanced
Return Funding Program ("ERFP" or the "Program"). Under the
Program, the Company agreed to provide $50
million to Ashford Trust in connection with the acquisition
by Ashford Trust of additional hotels. Ashford will provide 10% of
the purchase price of each hotel acquired by Ashford Trust, helping
Ashford Trust grow its assets by as much as $500 million.
Subsequent to quarter end, on October 31,
2018, Trust closed on the acquisition of the La Posada de
Santa Fe in Santa Fe, New Mexico for $50 million, which will be the second hotel
acquisition to benefit from the ERFP. In connection with the
acquisition, and subject to the terms of the ERFP, the Company has
committed to provide Ashford Trust with approximately $5 million of cash via the future purchase of
hotel furniture, fixtures, and equipment at Trust properties.
The Program is expected to generate attractive returns on
invested capital for Ashford via incremental base advisory fees,
potential incentive fees, fees for various products and services
offered, and tax savings. The Company has funded and expects to
continue to fund the Program with existing cash on its balance
sheet, borrowing under its revolving credit facility and with
ongoing cash flow from operations.
ACQUISITION OF REMINGTON'S PROJECT MANAGEMENT
BUSINESS
In August 2018, the
Company completed the acquisition of the Project Management
business of privately-held Remington Holdings, L.P. ("Remington")
for $203 million. The business
has been re-branded as Premier Project Management
("Premier"). Premier provides comprehensive and
cost-effective design, development, and project management
services. It 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. Additionally, it has extensive experience
working with many of the major hotel brands in the areas of
renovating, converting, developing or repositioning hotels.
J&S AUDIO VISUAL UPDATE
The Company currently owns
an 85% controlling interest in a privately-held company that
conducts the business of J&S Audio Visual in the United States, Mexico, and the Dominican Republic ("J&S"). J&S
provides an integrated suite of audio visual services, including
show and event services, hospitality services, creative services,
and design and integration, making J&S a leading single-source
solution for their clients' meeting and event needs. In the
third full quarter since the Company's investment, revenue growth
at J&S was 22% as compared to the prior year period.
Since Ashford's investment in November
2017 through the end of the third quarter, revenues at
J&S increased $12.6 million, or
22%, and Adjusted EBITDA increased $2.2
million, or 62%, over the prior year period. Additionally,
as of the end of the third quarter, J&S had multi-year
contracts in place with 73 hotels and convention centers, in
addition to regular business representing over 2,500 annual events
and productions, 500 venue locations, and 650 clients.
OPENKEY UPDATE
Ashford currently owns a 46% interest
in OpenKey. OpenKey is the universal, industry-standard smartphone
App for keyless entry in hotel guestrooms. OpenKey continues
to expand its platform with approximately 10,700 rooms under
contract with access to 15 hotel brands and portfolios across its
current customer base. In the third quarter, revenue growth
at OpenKey was 318% compared to the prior year period, and
year-to-date revenue growth was 452% compared to the prior year
period.
RED HOSPITALITY & LEISURE UPDATE
The Company
currently owns an approximate 80% controlling interest in RED
Hospitality & Leisure. RED Hospitality &
Leisure is a leading provider of watersports activities and other
travel and transportation services in the U.S. Virgin Islands. In the second quarter,
the company executed a long-term agreement with the Westin St. John
to provide ferry services for guests and employees when the resort
reopens in early 2019, which is expected to generate Adjusted
EBITDA of approximately $700,000 to
$800,000 annually at the company
level. RED Hospitality generated $914,000 of revenue and $153,000 of Adjusted EBITDA year-to-date through
the third quarter.
FINANCIAL RESULTS
Net income attributable to common
stockholders for the quarter totaled $1.4
million, or $0.18 per diluted
share, compared with a net loss of $1.9
million, or $1.05 per diluted
share, in the prior year quarter. Adjusted net income for the
quarter was $2.6 million, or
$0.75 per diluted share.
For the quarter ended September 30,
2018, base advisory fee revenue was $11.7 million, which reflected a growth rate of
7.2% over the prior year quarter. The base advisory fee
revenue in the third quarter was comprised of $9.1 million from Ashford Trust and $2.5 million from Braemar.
Adjusted EBITDA for the quarter was $4.1
million.
CAPITAL STRUCTURE
At the end of the third quarter, the
Company had approximately $6.8
billion of assets under management from its managed
companies. The Company had corporate cash of $61.8 million, 2.9 million fully diluted shares,
and a current fully diluted equity market capitalization of
approximately $183 million. The
Company's financial results include 1.45 million shares associated
with its Series B convertible preferred. The Company had
$18.5 million of loans at
September 30, 2018 of which
approximately $2.9 million related to
its joint venture partners' share of those loans.
During the quarter and subsequent to the end of the quarter, the
Company completed its underwritten public offering of 280,000
shares of common stock at a price to the public of $74.50 per share. Total net proceeds from
the offering, after deducting the underwriters' discounts,
commissions and offering expenses, were approximately $19.6 million.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
- During the quarter, Trust raised approximately $15.5 million in gross proceeds under its
at-the-market offering.
- Subsequent to quarter end, Trust completed the acquisition of
the 157-room La Posada de Santa Fe
in Santa Fe, New Mexico for
$50 million. This was the second
Trust acquisition to benefit from the ERFP.
Braemar Hotels & Resorts HIGHLIGHTS
- Braemar booked $3.8 million in
business interruption insurance recoveries for its Ritz-Carlton St.
Thomas related to the impact of Hurricane Irma.
- Braemar remains on track with its Autograph Collection
conversions at both the Courtyard Philadelphia Downtown and
Courtyard San Francisco Downtown.
"We are pleased with our third quarter operating results, which
reflect the diligent execution of our strategy focused on growing
our advised platforms and acquiring growth-oriented
hospitality-related businesses," commented Monty J. Bennett, Ashford's Chairman and Chief
Executive Officer. "During the quarter, we completed the
acquisition of Remington's Project Management business and
re-branded it as Premier Project Management. This significant
acquisition adds scale, diversification and an enhanced competitive
position to our platform. We also remain extremely excited about
our agreement with Ashford Trust for the new Enhanced Return
Funding Program. We believe this new ERFP Program could result in
substantial growth in assets under management for us, while
delivering attractive returns to our shareholders. To date,
we have utilized the ERFP to partner with Trust on its acquisition
of two high quality hotels. Looking ahead to the remainder of 2018
and into 2019, we remain committed to maximizing value for our
shareholders and are well positioned to opportunistically grow our
business by accretively expanding our existing REIT platforms,
adding additional investment platforms and investing in other
hospitality-related businesses through which we can accelerate
meaningful, profitable growth."
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company
will conduct a conference call on Friday,
November 2, 2018, at 12:00 p.m.
ET. The number for this interactive teleconference
is (323) 794-2093. A replay of the conference call will
be available through Friday, November 9,
2018, by dialing (719) 457-0820 and entering the
confirmation number 2320694.
The Company will also provide an online simulcast and
rebroadcast of its third quarter 2018 earnings release conference
call. The live broadcast of the Company's quarterly
conference call will be available online at the Company's web site,
www.ashfordinc.com on Friday, November 2,
2018, 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 and our board of directors includes these measures in
reviews to determine quarterly distributions to stockholders. 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 Report on Form 8-K to reflect the
acquisition of the Remington project management business.
* * * * *
Ashford provides global asset management, investment management
and related services to the real estate and hospitality
sectors.
Follow Chairman and CEO Monty
Bennett on Twitter at www.twitter.com/MBennettAshford or
@MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT
investor community. The Ashford App is available for free
download at Apple's App Store and
the Google Play Store by searching "Ashford."
Forward Looking Statements
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. These
forward-looking statements are subject to risks and uncertainties.
When we use the words "will likely result," "may," "can,"
"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'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: adverse litigation or regulatory developments;
general volatility of the capital markets and the market price of
our common stock; changes in our business or investment strategy;
availability, terms and deployment of capital; availability of
qualified personnel; changes in our industry and the market in
which we operate, interest rates or the general economy; the degree
and nature of our competition; risks associated with the Remington
Project Management business combination transaction, such as the
risk that the Project Management business will not be integrated
successfully, that such integration may be more difficult,
time-consuming or costly than expected or that the expected
benefits of the acquisition will not be realized. These and other
risk factors are more fully discussed in Ashford's filings with the
Securities and Exchange Commission (SEC) including Ashford's
definitive proxy statement filed with the SEC on July 12, 2018 and Ashford's 10-K filed with the
SEC on March 12, 2018.
The forward-looking statements included in this press release
are only made as of the date of this press release. Investors
should not place undue reliance on these forward-looking
statements. 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.
ASHFORD INC. AND
SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(unaudited, in
thousands, except share and per share amounts)
|
|
|
September 30,
2018
|
|
December 31,
2017
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
64,937
|
|
|
$
|
36,480
|
|
Restricted
cash
|
10,722
|
|
|
9,076
|
|
Accounts receivable,
net
|
4,595
|
|
|
5,127
|
|
Due from Ashford
Trust OP
|
4,912
|
|
|
13,346
|
|
Due from Braemar
OP
|
1,057
|
|
|
1,738
|
|
Inventories
|
1,221
|
|
|
1,066
|
|
Prepaid expenses and
other
|
3,003
|
|
|
2,913
|
|
Total current
assets
|
90,447
|
|
|
69,746
|
|
Investments in
unconsolidated entities
|
500
|
|
|
500
|
|
Furniture, fixtures
and equipment, net
|
31,856
|
|
|
21,154
|
|
Goodwill
|
59,487
|
|
|
12,947
|
|
Intangible assets,
net
|
196,171
|
|
|
9,713
|
|
Other
assets
|
11,357
|
|
|
750
|
|
Total
assets
|
$
|
389,818
|
|
|
$
|
114,810
|
|
LIABILITIES
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable and
accrued expenses
|
$
|
24,462
|
|
|
$
|
20,451
|
|
Due to
affiliates
|
493
|
|
|
4,272
|
|
Deferred
income
|
122
|
|
|
459
|
|
Deferred compensation
plan
|
253
|
|
|
311
|
|
Notes payable,
net
|
1,726
|
|
|
1,751
|
|
Other
liabilities
|
21,094
|
|
|
9,076
|
|
Total current
liabilities
|
48,150
|
|
|
36,320
|
|
Accrued
expenses
|
—
|
|
|
78
|
|
Deferred
income
|
13,789
|
|
|
13,440
|
|
Deferred tax
liability, net
|
27,988
|
|
|
—
|
|
Deferred compensation
plan
|
15,268
|
|
|
18,948
|
|
Notes payable,
net
|
16,568
|
|
|
9,956
|
|
Total
liabilities
|
121,763
|
|
|
78,742
|
|
MEZZANINE
EQUITY
|
|
|
|
Series B cumulative
convertible preferred stock, $25 par value, 8,120,000 shares issued
and outstanding,
net of discount at September 30,
2018
|
200,578
|
|
|
—
|
|
Redeemable
noncontrolling interests
|
3,778
|
|
|
5,111
|
|
EQUITY
|
|
|
|
Preferred stock,
$0.01 par value, 50,000,000 shares authorized:
|
|
|
|
Series A cumulative
preferred stock, no shares issued and outstanding at September 30,
2018 and
December 31, 2017
|
—
|
|
|
—
|
|
Common stock, $0.01
par value, 100,000,000 shares authorized, 2,380,705 and 2,093,556
shares issued
and outstanding at September 30, 2018
and December 31, 2017, respectively
|
24
|
|
|
21
|
|
Additional paid-in
capital
|
277,452
|
|
|
249,695
|
|
Accumulated
deficit
|
(214,174)
|
|
|
(219,396)
|
|
Accumulated other
comprehensive income (loss)
|
(252)
|
|
|
(135)
|
|
Total stockholders'
equity of the Company
|
63,050
|
|
|
30,185
|
|
Noncontrolling
interests in consolidated entities
|
649
|
|
|
772
|
|
Total
equity
|
63,699
|
|
|
30,957
|
|
Total liabilities and
equity
|
$
|
389,818
|
|
|
$
|
114,810
|
|
ASHFORD INC. AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(unaudited, in
thousands, except per share amounts)
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
September
30,
|
|
September
30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
REVENUE
|
|
|
|
|
|
|
|
Advisory
services:
|
|
|
|
|
|
|
|
Base advisory
fee
|
$
|
11,655
|
|
|
$
|
10,868
|
|
|
$
|
33,540
|
|
|
$
|
32,599
|
|
Incentive advisory
fee
|
452
|
|
|
771
|
|
|
1,356
|
|
|
2,312
|
|
Reimbursable
expenses
|
2,607
|
|
|
2,143
|
|
|
7,052
|
|
|
7,454
|
|
Non-cash
stock/unit-based compensation
|
6,170
|
|
|
3,443
|
|
|
25,780
|
|
|
5,449
|
|
Other advisory
revenue
|
132
|
|
|
132
|
|
|
390
|
|
|
146
|
|
Audio
visual
|
14,526
|
|
|
—
|
|
|
61,212
|
|
|
—
|
|
Project
management
|
3,616
|
|
|
—
|
|
|
3,616
|
|
|
—
|
|
Other
|
2,407
|
|
|
1,898
|
|
|
11,598
|
|
|
3,947
|
|
Total
revenue
|
41,565
|
|
|
19,255
|
|
|
144,544
|
|
|
51,907
|
|
EXPENSES
|
|
|
|
|
|
|
|
Salaries and
benefits
|
13,666
|
|
|
11,408
|
|
|
30,610
|
|
|
27,577
|
|
Non-cash
stock/unit-based compensation
|
8,221
|
|
|
5,342
|
|
|
33,900
|
|
|
11,819
|
|
Cost of revenues for
audio visual
|
14,392
|
|
|
—
|
|
|
48,000
|
|
|
—
|
|
Cost of revenues for
project management
|
1,189
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
Depreciation and
amortization
|
2,972
|
|
|
581
|
|
|
5,205
|
|
|
1,636
|
|
General and
administrative
|
12,195
|
|
|
3,897
|
|
|
27,219
|
|
|
12,243
|
|
Impairment
|
—
|
|
|
—
|
|
|
1,919
|
|
|
1,072
|
|
Other
|
434
|
|
|
367
|
|
|
2,172
|
|
|
618
|
|
Total operating
expenses
|
53,069
|
|
|
21,595
|
|
|
150,214
|
|
|
54,965
|
|
OPERATING INCOME
(LOSS)
|
(11,504)
|
|
|
(2,340)
|
|
|
(5,670)
|
|
|
(3,058)
|
|
Interest
expense
|
(289)
|
|
|
(5)
|
|
|
(593)
|
|
|
(10)
|
|
Amortization of loan
costs
|
(130)
|
|
|
(15)
|
|
|
(177)
|
|
|
(25)
|
|
Interest
income
|
103
|
|
|
82
|
|
|
288
|
|
|
153
|
|
Dividend
income
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
Unrealized gain
(loss) on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
203
|
|
Realized gain (loss)
on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(294)
|
|
Other income
(expense)
|
(78)
|
|
|
(5)
|
|
|
(338)
|
|
|
(26)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
(11,898)
|
|
|
(2,283)
|
|
|
(6,490)
|
|
|
(2,964)
|
|
Income tax (expense)
benefit
|
13,904
|
|
|
25
|
|
|
11,593
|
|
|
(9,248)
|
|
NET INCOME
(LOSS)
|
2,006
|
|
|
(2,258)
|
|
|
5,103
|
|
|
(12,212)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
413
|
|
|
102
|
|
|
704
|
|
|
267
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
968
|
|
|
300
|
|
|
817
|
|
|
995
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
3,387
|
|
|
(1,856)
|
|
|
6,624
|
|
|
(10,950)
|
|
Preferred
dividends
|
(1,675)
|
|
|
—
|
|
|
(1,675)
|
|
|
—
|
|
Amortization of
preferred stock discount
|
(303)
|
|
|
—
|
|
|
(303)
|
|
|
—
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO COMMON
STOCKHOLDERS
|
$
|
1,409
|
|
|
$
|
(1,856)
|
|
|
$
|
4,646
|
|
|
$
|
(10,950)
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) PER
SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
$
|
0.67
|
|
|
$
|
(0.92)
|
|
|
$
|
2.20
|
|
|
$
|
(5.42)
|
|
Weighted average
common shares outstanding - basic
|
2,109
|
|
|
2,022
|
|
|
2,100
|
|
|
2,019
|
|
Diluted:
|
|
|
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
$
|
0.18
|
|
|
$
|
(1.05)
|
|
|
$
|
0.11
|
|
|
$
|
(5.82)
|
|
Weighted average
common shares outstanding - diluted
|
2,337
|
|
|
2,054
|
|
|
2,417
|
|
|
2,052
|
|
ASHFORD INC. AND
SUBSIDIARIES
RECONCILIATION OF
NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in
thousands)
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
September
30,
|
|
September
30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Net income
(loss)
|
$
|
2,006
|
|
|
$
|
(2,258)
|
|
|
$
|
5,103
|
|
|
$
|
(12,212)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
413
|
|
|
102
|
|
|
704
|
|
|
267
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
968
|
|
|
300
|
|
|
817
|
|
|
995
|
|
Net income (loss)
attributable to the company
|
3,387
|
|
|
(1,856)
|
|
|
6,624
|
|
|
(10,950)
|
|
Interest
expense
|
257
|
|
|
4
|
|
|
513
|
|
|
8
|
|
Amortization of loan
costs
|
123
|
|
|
8
|
|
|
156
|
|
|
13
|
|
Depreciation and
amortization
|
4,298
|
|
|
574
|
|
|
7,542
|
|
|
1,617
|
|
Income tax expense
(benefit)
|
(13,900)
|
|
|
(25)
|
|
|
(11,648)
|
|
|
9,248
|
|
Net income (loss)
attributable to redeemable noncontrolling
interests (1)
|
3
|
|
|
(4)
|
|
|
9
|
|
|
(4)
|
|
EBITDA
|
(5,832)
|
|
|
(1,299)
|
|
|
3,196
|
|
|
(68)
|
|
Equity-based
compensation
|
1,988
|
|
|
1,893
|
|
|
8,053
|
|
|
6,348
|
|
Market change in
deferred compensation plan
|
2,274
|
|
|
2,006
|
|
|
(3,540)
|
|
|
3,673
|
|
Change in contingent
consideration fair value
|
(221)
|
|
|
—
|
|
|
338
|
|
|
—
|
|
Transaction
costs
|
6,201
|
|
|
483
|
|
|
10,377
|
|
|
2,313
|
|
Software
implementation costs
|
—
|
|
|
54
|
|
|
45
|
|
|
148
|
|
Reimbursed software
costs
|
(489)
|
|
|
(218)
|
|
|
(1,165)
|
|
|
(492)
|
|
Impairment
|
—
|
|
|
—
|
|
|
1,919
|
|
|
—
|
|
Dead deal
costs
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
Realized and
unrealized (gain) loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Legal and settlement
costs
|
—
|
|
|
323
|
|
|
(50)
|
|
|
478
|
|
Severance
costs
|
15
|
|
|
88
|
|
|
1,316
|
|
|
170
|
|
Compensation
adjustment
|
—
|
|
|
1,125
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
135
|
|
|
—
|
|
|
383
|
|
|
—
|
|
Other (gain) loss on
disposal of assets
|
55
|
|
|
—
|
|
|
(62)
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
(17)
|
|
|
—
|
|
|
5
|
|
|
—
|
|
Adjusted
EBITDA
|
$
|
4,118
|
|
|
$
|
4,455
|
|
|
$
|
20,824
|
|
|
$
|
12,611
|
|
|
(1)
Represents the 0.2% interest in Ashford Hospitality Advisors, LLC
prior to our legal entity restructuring on April 6, 2017 and 0.2%
interest in Ashford Hospitality Holdings, LLC
thereafter.
|
ASHFORD INC. AND
SUBSIDIARIES
RECONCILIATION OF
NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
(unaudited,
in thousands, except per share amounts)
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
September
30,
|
|
September
30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Net income
(loss)
|
$
|
2,006
|
|
|
$
|
(2,258)
|
|
|
$
|
5,103
|
|
|
$
|
(12,212)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
413
|
|
|
102
|
|
|
704
|
|
|
267
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
968
|
|
|
300
|
|
|
817
|
|
|
995
|
|
Preferred
dividends
|
(1,675)
|
|
|
—
|
|
|
(1,675)
|
|
|
—
|
|
Amortization of
preferred stock discount
|
(303)
|
|
|
—
|
|
|
(303)
|
|
|
—
|
|
Net income (loss)
attributable to common stockholders
|
1,409
|
|
|
(1,856)
|
|
|
4,646
|
|
|
(10,950)
|
|
Amortization of loan
costs
|
123
|
|
|
8
|
|
|
156
|
|
|
13
|
|
Depreciation and
amortization
|
4,298
|
|
|
574
|
|
|
7,542
|
|
|
1,617
|
|
Net income (loss)
attributable to redeemable noncontrolling
interests (1)
|
3
|
|
|
(4)
|
|
|
9
|
|
|
(4)
|
|
Preferred
dividends
|
1,675
|
|
|
—
|
|
|
1,675
|
|
|
—
|
|
Amortization of
preferred stock discount
|
303
|
|
|
—
|
|
|
303
|
|
|
—
|
|
Equity-based
compensation
|
1,988
|
|
|
1,893
|
|
|
8,053
|
|
|
6,348
|
|
Market change in
deferred compensation plan
|
2,274
|
|
|
2,006
|
|
|
(3,540)
|
|
|
3,673
|
|
Change in contingent
consideration fair value
|
(221)
|
|
|
—
|
|
|
338
|
|
|
—
|
|
Transaction
costs
|
6,201
|
|
|
483
|
|
|
10,377
|
|
|
2,313
|
|
Software
implementation costs
|
—
|
|
|
54
|
|
|
45
|
|
|
148
|
|
Reimbursed software
costs
|
(489)
|
|
|
(218)
|
|
|
(1,165)
|
|
|
(492)
|
|
Impairment
|
—
|
|
|
—
|
|
|
1,919
|
|
|
—
|
|
Dead deal
costs
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
Realized and
unrealized (gain) loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
Legal and settlement
costs
|
—
|
|
|
323
|
|
|
(50)
|
|
|
478
|
|
Severance
costs
|
15
|
|
|
88
|
|
|
1,316
|
|
|
170
|
|
Compensation
adjustment
|
—
|
|
|
1,125
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
135
|
|
|
—
|
|
|
383
|
|
|
—
|
|
Other (gain) loss on
disposal of assets
|
55
|
|
|
—
|
|
|
(62)
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
(17)
|
|
|
—
|
|
|
5
|
|
|
—
|
|
GAAP income tax
expense (benefit)
|
(13,900)
|
|
|
(25)
|
|
|
(11,648)
|
|
|
9,248
|
|
Adjusted income tax
(expense) benefit (2) (3)
|
(1,248)
|
|
|
(605)
|
|
|
(3,500)
|
|
|
(1,445)
|
|
Adjusted net
income
|
$
|
2,613
|
|
|
$
|
3,846
|
|
|
$
|
16,811
|
|
|
$
|
11,158
|
|
Adjusted net
income per diluted share available to common
stockholders
|
$
|
0.75
|
|
|
$
|
1.66
|
|
|
$
|
5.72
|
|
|
$
|
4.82
|
|
Weighted average
diluted shares
|
3,482
|
|
|
2,322
|
|
|
2,937
|
|
|
2,316
|
|
|
|
|
|
|
|
|
|
Components of
weighted average diluted shares
|
|
|
|
|
|
|
|
Common
shares
|
2,114
|
|
|
2,025
|
|
|
2,103
|
|
|
2,023
|
|
Series B cumulative
convertible preferred stock
|
851
|
|
|
—
|
|
|
284
|
|
|
—
|
|
Deferred compensation
plan
|
205
|
|
|
209
|
|
|
206
|
|
|
209
|
|
Stock
options
|
253
|
|
|
56
|
|
|
278
|
|
|
51
|
|
OpenKey put
option
|
21
|
|
|
32
|
|
|
22
|
|
|
33
|
|
J&S put
option
|
29
|
|
|
—
|
|
|
35
|
|
|
—
|
|
Restricted
shares
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
Weighted average
diluted shares
|
3,482
|
|
|
2,322
|
|
|
2,937
|
|
|
2,316
|
|
|
|
|
|
|
|
|
|
Reconciliation of
income tax expense (benefit) to adjusted income tax
expense
|
|
|
|
|
|
|
GAAP Income tax
(expense) benefit
|
$
|
13,904
|
|
|
$
|
25
|
|
|
$
|
11,593
|
|
|
$
|
(9,248)
|
|
Less current income
tax (expense) benefit attributable to
noncontrolling interests
|
4
|
|
|
—
|
|
|
(55)
|
|
|
—
|
|
GAAP Income tax
(expense) excluding noncontrolling interests
|
13,900
|
|
|
25
|
|
|
11,648
|
|
|
(9,248)
|
|
Less deferred income
tax (expense) benefit
|
15,148
|
|
|
—
|
|
|
15,148
|
|
|
—
|
|
Less adjustment to
income tax expense from restructuring
|
—
|
|
|
630
|
|
|
—
|
|
|
(7,803)
|
|
Adjusted income tax
(expense) benefit (2) (3)
|
$
|
(1,248)
|
|
|
$
|
(605)
|
|
|
$
|
(3,500)
|
|
|
$
|
(1,445)
|
|
|
(1)
Represents the 0.2% interest in Ashford Hospitality Advisors, LLC
prior to the legal restructuring of our organizational structure on
April 6, 2017 and 0.2% interest in Ashford Hospitality Holdings,
LLC thereafter.
|
|
(2)
Beginning in the three month period ended September 30, 2018,
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
hospitality products and services businesses, and (ii) provides
more useful information to investors regarding our economic
performance inclusive of the impacts from the Tax Cuts and Jobs Act
beginning January 1, 2018. See Note 12 to our consolidated
financial statements in our Annual Report on Form 10-K for the year
ended December 31, 2017.
|
|
(3) Prior
period amounts represent the impact of our second quarter 2017
legal entity restructuring on income tax expense for the three and
nine month periods ended September 30, 2017.
|
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
September 30, 2018
|
|
Three Months Ended
September 30, 2017
|
|
REIT
Advisory
|
|
Hospitality
Products
& Services
|
|
Corporate/
Other
|
|
Ashford Inc.
Consolidated
|
|
REIT
Advisory
|
|
Hospitality
Products &
Services
|
|
Corporate/
Other
|
|
Ashford Inc.
Consolidated
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory
services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base advisory fee -
Trust
|
$
|
9,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,145
|
|
|
$
|
8,568
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,568
|
|
Incentive advisory
fee - Trust
|
452
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|
452
|
|
|
—
|
|
|
—
|
|
|
452
|
|
Reimbursable expenses
- Trust
|
2,119
|
|
|
—
|
|
|
—
|
|
|
2,119
|
|
|
1,673
|
|
|
—
|
|
|
—
|
|
|
1,673
|
|
Non-cash
stock/unit-based compensation - Trust
|
4,855
|
|
|
—
|
|
|
—
|
|
|
4,855
|
|
|
4,392
|
|
|
—
|
|
|
—
|
|
|
4,392
|
|
Base advisory fee -
Braemar
|
2,510
|
|
|
—
|
|
|
—
|
|
|
2,510
|
|
|
2,300
|
|
|
—
|
|
|
—
|
|
|
2,300
|
|
Incentive advisory
fee - Braemar
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
319
|
|
|
—
|
|
|
—
|
|
|
319
|
|
Reimbursable expenses
- Braemar
|
488
|
|
|
—
|
|
|
—
|
|
|
488
|
|
|
470
|
|
|
—
|
|
|
—
|
|
|
470
|
|
Non-cash
stock/unit-based compensation - Braemar
|
1,315
|
|
|
—
|
|
|
—
|
|
|
1,315
|
|
|
(949)
|
|
|
—
|
|
|
—
|
|
|
(949)
|
|
Other advisory
revenue - Braemar
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
Audio
visual
|
—
|
|
|
14,526
|
|
|
—
|
|
|
14,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Project
management
|
—
|
|
|
3,616
|
|
|
—
|
|
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
990
|
|
|
1,417
|
|
|
—
|
|
|
2,407
|
|
|
998
|
|
|
900
|
|
|
—
|
|
|
1,898
|
|
Total
revenue
|
22,006
|
|
|
19,559
|
|
|
—
|
|
|
41,565
|
|
|
18,355
|
|
|
900
|
|
|
—
|
|
|
19,255
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
3,070
|
|
|
7,956
|
|
|
11,026
|
|
|
—
|
|
|
713
|
|
|
8,367
|
|
|
9,080
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
2,274
|
|
|
2,274
|
|
|
—
|
|
|
—
|
|
|
2,006
|
|
|
2,006
|
|
REIT non-cash
stock/unit-based compensation expense
|
6,170
|
|
|
64
|
|
|
—
|
|
|
6,234
|
|
|
3,443
|
|
|
—
|
|
|
—
|
|
|
3,443
|
|
AINC and subsidiary
non-cash stock/unit-based compensation expense
|
—
|
|
|
(2)
|
|
|
1,989
|
|
|
1,987
|
|
|
—
|
|
|
11
|
|
|
1,888
|
|
|
1,899
|
|
Reimbursable
expenses
|
2,607
|
|
|
—
|
|
|
—
|
|
|
2,607
|
|
|
2,143
|
|
|
—
|
|
|
—
|
|
|
2,143
|
|
Cost of audio visual
revenues
|
—
|
|
|
14,392
|
|
|
—
|
|
|
14,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cost of project
management revenues
|
—
|
|
|
1,189
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
—
|
|
|
3,012
|
|
|
6,942
|
|
|
9,954
|
|
|
—
|
|
|
427
|
|
|
1,649
|
|
|
2,076
|
|
Depreciation and
amortization
|
808
|
|
|
2,232
|
|
|
(68)
|
|
|
2,972
|
|
|
185
|
|
|
22
|
|
|
374
|
|
|
581
|
|
Other
|
—
|
|
|
654
|
|
|
(220)
|
|
|
434
|
|
|
—
|
|
|
367
|
|
|
—
|
|
|
367
|
|
Total operating
expenses
|
9,585
|
|
|
24,611
|
|
|
18,873
|
|
|
53,069
|
|
|
5,771
|
|
|
1,540
|
|
|
14,284
|
|
|
21,595
|
|
OPERATING INCOME
(LOSS)
|
12,421
|
|
|
(5,052)
|
|
|
(18,873)
|
|
|
(11,504)
|
|
|
12,584
|
|
|
(640)
|
|
|
(14,284)
|
|
|
(2,340)
|
|
Other
|
(46)
|
|
|
(267)
|
|
|
(81)
|
|
|
(394)
|
|
|
—
|
|
|
(25)
|
|
|
82
|
|
|
57
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
12,375
|
|
|
(5,319)
|
|
|
(18,954)
|
|
|
(11,898)
|
|
|
12,584
|
|
|
(665)
|
|
|
(14,202)
|
|
|
(2,283)
|
|
Income tax (expense)
benefit
|
(2,775)
|
|
|
910
|
|
|
15,769
|
|
|
13,904
|
|
|
(4,543)
|
|
|
—
|
|
|
4,568
|
|
|
25
|
|
NET INCOME
(LOSS)
|
9,600
|
|
|
(4,409)
|
|
|
(3,185)
|
|
|
2,006
|
|
|
8,041
|
|
|
(665)
|
|
|
(9,634)
|
|
|
(2,258)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
413
|
|
|
—
|
|
|
413
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
971
|
|
|
(3)
|
|
|
968
|
|
|
—
|
|
|
296
|
|
|
4
|
|
|
300
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
9,600
|
|
|
$
|
(3,025)
|
|
|
$
|
(3,188)
|
|
|
$
|
3,387
|
|
|
$
|
8,041
|
|
|
$
|
(267)
|
|
|
$
|
(9,630)
|
|
|
$
|
(1,856)
|
|
Interest
expense
|
—
|
|
|
175
|
|
|
82
|
|
|
257
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Amortization of loan
costs
|
—
|
|
|
18
|
|
|
105
|
|
|
123
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Depreciation and
amortization
|
808
|
|
|
3,558
|
|
|
(68)
|
|
|
4,298
|
|
|
185
|
|
|
15
|
|
|
374
|
|
|
574
|
|
Income tax expense
(benefit)
|
2,775
|
|
|
(906)
|
|
|
(15,769)
|
|
|
(13,900)
|
|
|
4,543
|
|
|
—
|
|
|
(4,568)
|
|
|
(25)
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
(1)
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(4)
|
|
EBITDA
|
13,183
|
|
|
(180)
|
|
|
(18,835)
|
|
|
(5,832)
|
|
|
12,769
|
|
|
(240)
|
|
|
(13,828)
|
|
|
(1,299)
|
|
Equity-based
compensation
|
—
|
|
|
(1)
|
|
|
1,989
|
|
|
1,988
|
|
|
—
|
|
|
5
|
|
|
1,888
|
|
|
1,893
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
2,274
|
|
|
2,274
|
|
|
—
|
|
|
—
|
|
|
2,006
|
|
|
2,006
|
|
Change in contingent
consideration fair value
|
—
|
|
|
—
|
|
|
(221)
|
|
|
(221)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
—
|
|
|
6,201
|
|
|
6,201
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|
483
|
|
Software
implementation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
1
|
|
|
54
|
|
Reimbursed software
costs, net
|
(489)
|
|
|
—
|
|
|
—
|
|
|
(489)
|
|
|
(218)
|
|
|
—
|
|
|
—
|
|
|
(218)
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|
323
|
|
Severance
costs
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
Compensation
adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,125
|
|
|
1,125
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other (gain) loss on
disposal of assets
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
(17)
|
|
|
—
|
|
|
(17)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
12,694
|
|
|
7
|
|
|
(8,583)
|
|
|
4,118
|
|
|
12,604
|
|
|
(147)
|
|
|
(8,002)
|
|
|
4,455
|
|
Interest
expense
|
—
|
|
|
(175)
|
|
|
(82)
|
|
|
(257)
|
|
|
—
|
|
|
(4)
|
|
|
—
|
|
|
(4)
|
|
Adjusted income tax
(expense) benefit
|
(1,665)
|
|
|
1,383
|
|
|
(966)
|
|
|
(1,248)
|
|
|
(4,543)
|
|
|
—
|
|
|
4,568
|
|
|
25
|
|
Adjustment to income
tax expense from restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(630)
|
|
|
(630)
|
|
Adjusted net
income (loss)
|
$
|
11,029
|
|
|
$
|
1,215
|
|
|
$
|
(9,631)
|
|
|
$
|
2,613
|
|
|
$
|
8,061
|
|
|
$
|
(151)
|
|
|
$
|
(4,064)
|
|
|
$
|
3,846
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(2)
|
$
|
3.17
|
|
|
$
|
0.35
|
|
|
$
|
(2.77)
|
|
|
$
|
0.75
|
|
|
$
|
3.47
|
|
|
$
|
(0.07)
|
|
|
$
|
(1.75)
|
|
|
$
|
1.66
|
|
Weighted average
diluted shares
|
3,482
|
|
|
3,482
|
|
|
3,482
|
|
|
3,482
|
|
|
2,322
|
|
|
2,322
|
|
|
2,322
|
|
|
2,322
|
|
|
(1) Represents the
0.2% interest in Ashford Hospitality Advisors, LLC prior to our
legal entity restructuring on April 6, 2017 and 0.2% interest in
Ashford Hospitality Holdings, LLC thereafter.
|
(2) The sum
of the adjusted net income (loss) per diluted share available to
common stockholders as calculated for the segments may differ from
the consolidated total due to rounding.
|
ASHFORD INC. AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND
RECONCILIATION OF
NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET
INCOME (LOSS) BY SEGMENT
(unaudited, in
thousands, except per share amounts)
|
|
|
Nine Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2017
|
|
REIT
Advisory
|
|
Hospitality
Products
& Services
|
|
Corporate/
Other
|
|
Ashford Inc.
Consolidated
|
|
REIT
Advisory
|
|
Hospitality
Products &
Services
|
|
Corporate/
Other
|
|
Ashford Inc.
Consolidated
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory
services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base advisory fee -
Trust
|
$
|
26,611
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,611
|
|
|
$
|
26,020
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,020
|
|
Incentive advisory
fee - Trust
|
1,356
|
|
|
—
|
|
|
—
|
|
|
1,356
|
|
|
1,356
|
|
|
—
|
|
|
—
|
|
|
1,356
|
|
Reimbursable expenses
- Trust
|
5,645
|
|
|
—
|
|
|
—
|
|
|
5,645
|
|
|
5,902
|
|
|
—
|
|
|
—
|
|
|
5,902
|
|
Non-cash
stock/unit-based compensation - Trust
|
20,540
|
|
|
—
|
|
|
—
|
|
|
20,540
|
|
|
7,748
|
|
|
—
|
|
|
—
|
|
|
7,748
|
|
Base advisory fee -
Braemar
|
6,929
|
|
|
—
|
|
|
—
|
|
|
6,929
|
|
|
6,579
|
|
|
—
|
|
|
—
|
|
|
6,579
|
|
Incentive advisory
fee - Braemar
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
956
|
|
|
—
|
|
|
—
|
|
|
956
|
|
Reimbursable expenses
- Braemar
|
1,407
|
|
|
—
|
|
|
—
|
|
|
1,407
|
|
|
1,552
|
|
|
—
|
|
|
—
|
|
|
1,552
|
|
Non-cash
stock/unit-based compensation - Braemar
|
5,240
|
|
|
—
|
|
|
—
|
|
|
5,240
|
|
|
(2,299)
|
|
|
—
|
|
|
—
|
|
|
(2,299)
|
|
Other advisory
revenue - Braemar
|
390
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
Audio
visual
|
—
|
|
|
61,212
|
|
|
—
|
|
|
61,212
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Project
management
|
—
|
|
|
3,616
|
|
|
—
|
|
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
7,698
|
|
|
3,900
|
|
|
—
|
|
|
11,598
|
|
|
2,349
|
|
|
1,598
|
|
|
—
|
|
|
3,947
|
|
Total
revenue
|
75,816
|
|
|
68,728
|
|
|
—
|
|
|
144,544
|
|
|
50,309
|
|
|
1,598
|
|
|
—
|
|
|
51,907
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
7,637
|
|
|
25,483
|
|
|
33,120
|
|
|
—
|
|
|
1,759
|
|
|
21,179
|
|
|
22,938
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(3,540)
|
|
|
(3,540)
|
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|
3,673
|
|
REIT non-cash
stock/unit-based compensation expense
|
25,780
|
|
|
64
|
|
|
—
|
|
|
25,844
|
|
|
5,449
|
|
|
—
|
|
|
—
|
|
|
5,449
|
|
AINC and subsidiary
non-cash stock/unit-based compensation expense
|
—
|
|
|
6
|
|
|
8,050
|
|
|
8,056
|
|
|
—
|
|
|
27
|
|
|
6,343
|
|
|
6,370
|
|
Reimbursable
expenses
|
7,052
|
|
|
—
|
|
|
—
|
|
|
7,052
|
|
|
7,454
|
|
|
—
|
|
|
—
|
|
|
7,454
|
|
Cost of audio visual
revenues
|
—
|
|
|
48,000
|
|
|
—
|
|
|
48,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cost of project
management revenues
|
—
|
|
|
1,189
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
—
|
|
|
8,239
|
|
|
12,958
|
|
|
21,197
|
|
|
—
|
|
|
1,565
|
|
|
4,190
|
|
|
5,755
|
|
Depreciation and
amortization
|
1,567
|
|
|
3,227
|
|
|
411
|
|
|
5,205
|
|
|
438
|
|
|
50
|
|
|
1,148
|
|
|
1,636
|
|
Impairment
|
1,863
|
|
|
—
|
|
|
56
|
|
|
1,919
|
|
|
1,041
|
|
|
—
|
|
|
31
|
|
|
1,072
|
|
Other
|
—
|
|
|
1,833
|
|
|
339
|
|
|
2,172
|
|
|
—
|
|
|
618
|
|
|
—
|
|
|
618
|
|
Total operating
expenses
|
36,262
|
|
|
70,195
|
|
|
43,757
|
|
|
150,214
|
|
|
14,382
|
|
|
4,019
|
|
|
36,564
|
|
|
54,965
|
|
OPERATING INCOME
(LOSS)
|
39,554
|
|
|
(1,467)
|
|
|
(43,757)
|
|
|
(5,670)
|
|
|
35,927
|
|
|
(2,421)
|
|
|
(36,564)
|
|
|
(3,058)
|
|
Other
|
—
|
|
|
(923)
|
|
|
103
|
|
|
(820)
|
|
|
(309)
|
|
|
(47)
|
|
|
450
|
|
|
94
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
39,554
|
|
|
(2,390)
|
|
|
(43,654)
|
|
|
(6,490)
|
|
|
35,618
|
|
|
(2,468)
|
|
|
(36,114)
|
|
|
(2,964)
|
|
Income tax (expense)
benefit
|
(8,041)
|
|
|
(327)
|
|
|
19,961
|
|
|
11,593
|
|
|
(12,895)
|
|
|
—
|
|
|
3,647
|
|
|
(9,248)
|
|
NET INCOME
(LOSS)
|
31,513
|
|
|
(2,717)
|
|
|
(23,693)
|
|
|
5,103
|
|
|
22,723
|
|
|
(2,468)
|
|
|
(32,467)
|
|
|
(12,212)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
704
|
|
|
—
|
|
|
704
|
|
|
—
|
|
|
413
|
|
|
(146)
|
|
|
267
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
826
|
|
|
(9)
|
|
|
817
|
|
|
—
|
|
|
991
|
|
|
4
|
|
|
995
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
31,513
|
|
|
$
|
(1,187)
|
|
|
$
|
(23,702)
|
|
|
$
|
6,624
|
|
|
$
|
22,723
|
|
|
$
|
(1,064)
|
|
|
$
|
(32,609)
|
|
|
$
|
(10,950)
|
|
Interest
expense
|
—
|
|
|
431
|
|
|
82
|
|
|
513
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Amortization of loan
costs
|
—
|
|
|
51
|
|
|
105
|
|
|
156
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
13
|
|
Depreciation and
amortization
|
1,567
|
|
|
5,564
|
|
|
411
|
|
|
7,542
|
|
|
438
|
|
|
31
|
|
|
1,148
|
|
|
1,617
|
|
Income tax expense
(benefit)
|
8,041
|
|
|
272
|
|
|
(19,961)
|
|
|
(11,648)
|
|
|
12,895
|
|
|
—
|
|
|
(3,647)
|
|
|
9,248
|
|
Net income (loss)
attributable to redeemable noncontrolling interests (1)
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(4)
|
|
EBITDA
|
41,121
|
|
|
5,131
|
|
|
(43,056)
|
|
|
3,196
|
|
|
36,056
|
|
|
(1,012)
|
|
|
(35,112)
|
|
|
(68)
|
|
Equity-based
compensation
|
—
|
|
|
3
|
|
|
8,050
|
|
|
8,053
|
|
|
—
|
|
|
5
|
|
|
6,343
|
|
|
6,348
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(3,540)
|
|
|
(3,540)
|
|
|
—
|
|
|
—
|
|
|
3,673
|
|
|
3,673
|
|
Change in contingent
consideration fair value
|
—
|
|
|
—
|
|
|
338
|
|
|
338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
70
|
|
|
10,307
|
|
|
10,377
|
|
|
—
|
|
|
167
|
|
|
2,146
|
|
|
2,313
|
|
Software
implementation costs
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
|
144
|
|
|
—
|
|
|
4
|
|
|
148
|
|
Reimbursed software
costs, net
|
(1,165)
|
|
|
—
|
|
|
—
|
|
|
(1,165)
|
|
|
(523)
|
|
|
—
|
|
|
31
|
|
|
(492)
|
|
Impairment
|
1,863
|
|
|
—
|
|
|
56
|
|
|
1,919
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Realized and
unrealized (gain) loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
(50)
|
|
|
(50)
|
|
|
—
|
|
|
—
|
|
|
478
|
|
|
478
|
|
Severance
costs
|
—
|
|
|
15
|
|
|
1,301
|
|
|
1,316
|
|
|
—
|
|
|
88
|
|
|
82
|
|
|
170
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
383
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other (gain) loss on
disposal of assets
|
—
|
|
|
(62)
|
|
|
—
|
|
|
(62)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
41,819
|
|
|
5,545
|
|
|
(26,540)
|
|
|
20,824
|
|
|
35,677
|
|
|
(752)
|
|
|
(22,314)
|
|
|
12,611
|
|
Interest
expense
|
—
|
|
|
(431)
|
|
|
(82)
|
|
|
(513)
|
|
|
—
|
|
|
(8)
|
|
|
—
|
|
|
(8)
|
|
Adjusted income tax
(expense) benefit
|
(6,931)
|
|
|
205
|
|
|
3,226
|
|
|
(3,500)
|
|
|
(12,895)
|
|
|
—
|
|
|
3,647
|
|
|
(9,248)
|
|
Adjustment to income
tax expense from restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,803
|
|
|
7,803
|
|
Adjusted net
income (loss)
|
$
|
34,888
|
|
|
$
|
5,319
|
|
|
$
|
(23,396)
|
|
|
$
|
16,811
|
|
|
$
|
22,782
|
|
|
$
|
(760)
|
|
|
$
|
(10,864)
|
|
|
$
|
11,158
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(2)
|
$
|
11.88
|
|
|
$
|
1.81
|
|
|
$
|
(7.97)
|
|
|
$
|
5.72
|
|
|
$
|
9.84
|
|
|
$
|
(0.33)
|
|
|
$
|
(4.69)
|
|
|
$
|
4.82
|
|
Weighted average
diluted shares
|
2,937
|
|
|
2,937
|
|
|
2,937
|
|
|
2,937
|
|
|
2,316
|
|
|
2,316
|
|
|
2,316
|
|
|
2,316
|
|
|
(1) Represents the
0.2% interest in Ashford Hospitality Advisors, LLC prior to our
legal entity restructuring on April 6, 2017 and 0.2% interest in
Ashford Hospitality Holdings, LLC thereafter.
|
(2) The sum
of the adjusted net income (loss) per diluted share available to
common stockholders as calculated for the segments may differ from
the consolidated total due to rounding.
|
ASHFORD INC. AND
SUBSIDIARIES
HOSPITALITY
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
September 30, 2018
|
|
Three Months Ended
September 30, 2017
|
|
Premier
|
|
J&S
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products &
Services
|
|
Premier
|
|
J&S
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products &
Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio
visual
|
$
|
—
|
|
|
$
|
14,526
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,526
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Project
management
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
301
|
|
|
1,116
|
|
|
1,417
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
828
|
|
|
900
|
|
Total
revenue
|
3,616
|
|
|
14,526
|
|
|
301
|
|
|
1,116
|
|
|
19,559
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|
828
|
|
|
900
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
498
|
|
|
1,631
|
|
|
633
|
|
|
308
|
|
|
3,070
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|
318
|
|
|
713
|
|
REIT non-cash
stock/unit-based
compensation expense
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
AINC and subsidiary
non-cash
stock/unit-based compensation
expense
|
—
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
Cost of audio visual
revenues
|
—
|
|
|
14,392
|
|
|
—
|
|
|
—
|
|
|
14,392
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cost of project
management
revenues
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
172
|
|
|
2,064
|
|
|
512
|
|
|
264
|
|
|
3,012
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|
85
|
|
|
427
|
|
Depreciation and
amortization
|
1,618
|
|
|
587
|
|
|
7
|
|
|
20
|
|
|
2,232
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
16
|
|
|
22
|
|
Other
|
—
|
|
|
—
|
|
|
128
|
|
|
526
|
|
|
654
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
341
|
|
|
367
|
|
Total operating
expenses
|
3,541
|
|
|
18,674
|
|
|
1,278
|
|
|
1,118
|
|
|
24,611
|
|
|
—
|
|
|
—
|
|
|
780
|
|
|
760
|
|
|
1,540
|
|
OPERATING INCOME
(LOSS)
|
75
|
|
|
(4,148)
|
|
|
(977)
|
|
|
(2)
|
|
|
(5,052)
|
|
|
—
|
|
|
—
|
|
|
(708)
|
|
|
68
|
|
|
(640)
|
|
Other
|
—
|
|
|
(231)
|
|
|
(4)
|
|
|
(32)
|
|
|
(267)
|
|
|
—
|
|
|
—
|
|
|
(15)
|
|
|
(10)
|
|
|
(25)
|
|
INCOME (LOSS)
BEFORE
INCOME TAXES
|
75
|
|
|
(4,379)
|
|
|
(981)
|
|
|
(34)
|
|
|
(5,319)
|
|
|
—
|
|
|
—
|
|
|
(723)
|
|
|
58
|
|
|
(665)
|
|
Income tax (expense)
benefit
|
(7)
|
|
|
909
|
|
|
—
|
|
|
8
|
|
|
910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
NET INCOME
(LOSS)
|
68
|
|
|
(3,470)
|
|
|
(981)
|
|
|
(26)
|
|
|
(4,409)
|
|
|
—
|
|
|
—
|
|
|
(723)
|
|
|
58
|
|
|
(665)
|
|
(Income) loss from
consolidated
entities attributable to
noncontrolling interests
|
—
|
|
|
151
|
|
|
242
|
|
|
20
|
|
|
413
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
(11)
|
|
|
102
|
|
Net (income) loss
attributable to
redeemable noncontrolling
interests
|
—
|
|
|
679
|
|
|
292
|
|
|
—
|
|
|
971
|
|
|
—
|
|
|
—
|
|
|
296
|
|
|
—
|
|
|
296
|
|
NET INCOME
(LOSS)
ATTRIBUTABLE TO THE
COMPANY
|
$
|
68
|
|
|
$
|
(2,640)
|
|
|
$
|
(447)
|
|
|
$
|
(6)
|
|
|
$
|
(3,025)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(314)
|
|
|
$
|
47
|
|
|
$
|
(267)
|
|
Interest
expense
|
—
|
|
|
154
|
|
|
—
|
|
|
21
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
Amortization of loan
costs
|
—
|
|
|
10
|
|
|
3
|
|
|
5
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
3
|
|
|
8
|
|
Depreciation and
amortization
|
1,618
|
|
|
1,868
|
|
|
3
|
|
|
69
|
|
|
3,558
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
11
|
|
|
15
|
|
Income tax expense
(benefit)
|
7
|
|
|
(905)
|
|
|
—
|
|
|
(8)
|
|
|
(906)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EBITDA
|
1,693
|
|
|
(1,513)
|
|
|
(441)
|
|
|
81
|
|
|
(180)
|
|
|
—
|
|
|
—
|
|
|
(305)
|
|
|
65
|
|
|
(240)
|
|
Equity-based
compensation
|
—
|
|
|
—
|
|
|
(1)
|
|
|
—
|
|
|
(1)
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Severance
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
88
|
|
Amortization of hotel
signing fees
and lock subsidies
|
—
|
|
|
125
|
|
|
10
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other (gain) loss on
disposal of
assets
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions
(gain) loss
|
—
|
|
|
(17)
|
|
|
—
|
|
|
—
|
|
|
(17)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
1,693
|
|
|
(1,350)
|
|
|
(432)
|
|
|
96
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(300)
|
|
|
153
|
|
|
(147)
|
|
Interest
expense
|
—
|
|
|
(154)
|
|
|
—
|
|
|
(21)
|
|
|
(175)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(4)
|
|
Adjusted income tax
(expense)
benefit
|
(419)
|
|
|
826
|
|
|
—
|
|
|
976
|
|
|
1,383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted net
income (loss)
|
$
|
1,274
|
|
|
$
|
(678)
|
|
|
$
|
(432)
|
|
|
$
|
1,051
|
|
|
$
|
1,215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(300)
|
|
|
$
|
149
|
|
|
$
|
(151)
|
|
Adjusted net
income (loss) per
diluted share available to common
stockholders (2)
|
$
|
0.37
|
|
|
$
|
(0.19)
|
|
|
$
|
(0.12)
|
|
|
$
|
0.30
|
|
|
$
|
0.35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.13)
|
|
|
$
|
0.06
|
|
|
$
|
(0.07)
|
|
Weighted average
diluted shares
|
3,482
|
|
|
3,482
|
|
|
3,482
|
|
|
3,482
|
|
|
3,482
|
|
|
2,322
|
|
|
2,322
|
|
|
2,322
|
|
|
2,322
|
|
|
2,322
|
|
|
(1) Represents
Pure Rooms, and for the three months ended September 30, 2018,
also includes RED Hospitality & Leisure LLC.
|
(2) The sum
of the adjusted net income (loss) per diluted share available to
common stockholders as calculated for
the subsidiaries may differ from the Hospitality
Products & Services total due to rounding.
|
ASHFORD INC. AND
SUBSIDIARIES
HOSPITALITY
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)
|
|
|
Nine Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2017
|
|
Premier
|
|
J&S
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products &
Services
|
|
Premier
|
|
J&S
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products &
Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio
visual
|
$
|
—
|
|
|
$
|
61,212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,212
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Project
management
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,616
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
773
|
|
|
3,127
|
|
|
3,900
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
1,458
|
|
|
1,598
|
|
Total
revenue
|
3,616
|
|
|
61,212
|
|
|
773
|
|
|
3,127
|
|
|
68,728
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
1,458
|
|
|
1,598
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
498
|
|
|
4,568
|
|
|
1,659
|
|
|
912
|
|
|
7,637
|
|
|
—
|
|
|
—
|
|
|
1,263
|
|
|
496
|
|
|
1,759
|
|
REIT non-cash
stock/unit-based
compensation expense
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
AINC and subsidiary
non-cash
stock/unit-based compensation
expense
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
27
|
|
Cost of audio visual
revenues
|
—
|
|
|
48,000
|
|
|
—
|
|
|
—
|
|
|
48,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cost of project
management
revenues
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
172
|
|
|
6,030
|
|
|
1,260
|
|
|
777
|
|
|
8,239
|
|
|
—
|
|
|
—
|
|
|
1,132
|
|
|
433
|
|
|
1,565
|
|
Depreciation and
amortization
|
1,618
|
|
|
1,530
|
|
|
20
|
|
|
59
|
|
|
3,227
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
33
|
|
|
50
|
|
Other
|
—
|
|
|
—
|
|
|
420
|
|
|
1,413
|
|
|
1,833
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
592
|
|
|
618
|
|
Total operating
expenses
|
3,541
|
|
|
60,128
|
|
|
3,365
|
|
|
3,161
|
|
|
70,195
|
|
|
—
|
|
|
—
|
|
|
2,465
|
|
|
1,554
|
|
|
4,019
|
|
OPERATING INCOME
(LOSS)
|
75
|
|
|
1,084
|
|
|
(2,592)
|
|
|
(34)
|
|
|
(1,467)
|
|
|
—
|
|
|
—
|
|
|
(2,325)
|
|
|
(96)
|
|
|
(2,421)
|
|
Other
|
—
|
|
|
(852)
|
|
|
(18)
|
|
|
(53)
|
|
|
(923)
|
|
|
—
|
|
|
—
|
|
|
(27)
|
|
|
(20)
|
|
|
(47)
|
|
INCOME (LOSS)
BEFORE
INCOME TAXES
|
75
|
|
|
232
|
|
|
(2,610)
|
|
|
(87)
|
|
|
(2,390)
|
|
|
—
|
|
|
—
|
|
|
(2,352)
|
|
|
(116)
|
|
|
(2,468)
|
|
Income tax (expense)
benefit
|
(7)
|
|
|
(339)
|
|
|
—
|
|
|
19
|
|
|
(327)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
NET INCOME
(LOSS)
|
68
|
|
|
(107)
|
|
|
(2,610)
|
|
|
(68)
|
|
|
(2,717)
|
|
|
—
|
|
|
—
|
|
|
(2,352)
|
|
|
(116)
|
|
|
(2,468)
|
|
(Income) loss from
consolidated
entities attributable to
noncontrolling interests
|
—
|
|
|
58
|
|
|
585
|
|
|
61
|
|
|
704
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|
40
|
|
|
413
|
|
Net (income) loss
attributable to
redeemable noncontrolling
interests
|
—
|
|
|
29
|
|
|
797
|
|
|
—
|
|
|
826
|
|
|
—
|
|
|
—
|
|
|
991
|
|
|
—
|
|
|
991
|
|
NET INCOME
(LOSS)
ATTRIBUTABLE TO THE
COMPANY
|
$
|
68
|
|
|
$
|
(20)
|
|
|
$
|
(1,228)
|
|
|
$
|
(7)
|
|
|
$
|
(1,187)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(988)
|
|
|
$
|
(76)
|
|
|
$
|
(1,064)
|
|
Interest
expense
|
—
|
|
|
394
|
|
|
—
|
|
|
37
|
|
|
431
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
Amortization of loan
costs
|
—
|
|
|
30
|
|
|
9
|
|
|
12
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
6
|
|
|
13
|
|
Depreciation and
amortization
|
1,618
|
|
|
3,793
|
|
|
9
|
|
|
144
|
|
|
5,564
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
23
|
|
|
31
|
|
Income tax expense
(benefit)
|
7
|
|
|
284
|
|
|
—
|
|
|
(19)
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EBITDA
|
1,693
|
|
|
4,481
|
|
|
(1,210)
|
|
|
167
|
|
|
5,131
|
|
|
—
|
|
|
—
|
|
|
(973)
|
|
|
(39)
|
|
|
(1,012)
|
|
Equity-based
compensation
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
Transaction
costs
|
—
|
|
|
64
|
|
|
—
|
|
|
6
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|
167
|
|
Severance
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
88
|
|
Amortization of hotel
signing fees
and lock subsidies
|
—
|
|
|
353
|
|
|
30
|
|
|
—
|
|
|
383
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other (gain) loss on
disposal of
assets
|
—
|
|
|
(56)
|
|
|
—
|
|
|
(6)
|
|
|
(62)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions
(gain) loss
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
1,693
|
|
|
4,847
|
|
|
(1,177)
|
|
|
182
|
|
|
5,545
|
|
|
—
|
|
|
—
|
|
|
(968)
|
|
|
216
|
|
|
(752)
|
|
Interest
expense
|
—
|
|
|
(394)
|
|
|
—
|
|
|
(37)
|
|
|
(431)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8)
|
|
|
(8)
|
|
Adjusted income tax
(expense)
benefit
|
(419)
|
|
|
(363)
|
|
|
—
|
|
|
987
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted net
income (loss)
|
$
|
1,274
|
|
|
$
|
4,090
|
|
|
$
|
(1,177)
|
|
|
$
|
1,132
|
|
|
$
|
5,319
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(968)
|
|
|
$
|
208
|
|
|
$
|
(760)
|
|
Adjusted net
income (loss) per
diluted share available to common
stockholders (2)
|
$
|
0.43
|
|
|
$
|
1.39
|
|
|
$
|
(0.40)
|
|
|
$
|
0.39
|
|
|
$
|
1.81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.42)
|
|
|
$
|
0.09
|
|
|
$
|
(0.33)
|
|
Weighted average
diluted shares
|
2,937
|
|
|
2,937
|
|
|
2,937
|
|
|
2,937
|
|
|
2,937
|
|
|
2,316
|
|
|
2,316
|
|
|
2,316
|
|
|
2,316
|
|
|
2,316
|
|
|
(1) Represents
Pure Rooms, and for the nine months ended September 30, 2018,
also includes RED Hospitality & Leisure LLC.
|
(2) The sum
of the adjusted net income (loss) per diluted share available to
common stockholders as calculated for
the subsidiaries may differ from the Hospitality
Products & Services total due to rounding.
|
View original
content:http://www.prnewswire.com/news-releases/ashford-reports-third-quarter-results-300742631.html
SOURCE Ashford Inc.