DALLAS, Feb. 25, 2020 /PRNewswire/ -- Ashford Inc. (NYSE
American: AINC) ("Ashford" or the
"Company") today reported the following results and performance
measures for the fourth quarter and year ended December 31, 2019. Unless otherwise stated,
all reported results compare the fourth quarter and year ended
December 31, 2019, with the fourth
quarter and year ended December 31,
2018 (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 two primary areas:
-
- Grow our existing REIT platforms accretively and create new
platforms; and
- Grow our service businesses via increased AUM and third-party
business
- 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 fourth
quarter of 2019 totaled $15.1
million, or $6.31 per share,
compared with net income of $0.3
million, or $0.14 per share,
in the prior-year quarter. Adjusted net income for the fourth
quarter was $7.2 million, or
$1.27 per diluted share, compared
with $9.3 million, or $2.20 per diluted share, in the prior-year
quarter.
- Total revenue for the fourth quarter of 2019 was $107.6 million, reflecting a growth rate of 111%
over the prior-year quarter.
- Adjusted EBITDA for the fourth quarter was $8.9 million, reflecting a growth rate of 11.9%
over the prior-year quarter.
- At the end of the fourth quarter of 2019, the Company had
approximately $8.1 billion of gross
assets under management.
- During the quarter, the Company repurchased stock from Ashford
Trust and Braemar Hotels & Resorts that represented
approximately 16% of its common shares outstanding.
- During the quarter, the Company completed the acquisition of
Remington Holdings' Hotel Management business.
- As of December 31, 2019, the
Company had corporate cash of $32.3
million.
COMPLETES COMBINATION WITH REMINGTON'S HOTEL MANAGEMENT
BUSINESS
On November 6, 2019,
the Company completed the previously announced combination with
Remington Holdings, LP ("Remington"). The acquisition of
Remington's high-margin, low-capex
Hotel Management business immediately adds scale, diversification
and an enhanced competitive position for Ashford. It also expands the breadth of
services the Company offers to its advised REITs. Additionally, the
Company believes the transaction represents a compelling
opportunity to further diversify its earnings stream and the
potential to expand business to other third-party clients. To
drive its next stage of growth, during the quarter, Remington appointed Sloan Dean III as its new President & Chief
Executive Officer. Over the past two years, Mr. Dean served as
Remington's Chief Operating
Officer.
Remington is an independent
hotel management company with over 40 years of experience in the
hospitality business. Remington's
Hotel Management business currently provides comprehensive and
cost-effective hotel management services for both Ashford
Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or "Trust")
and Braemar Hotels & Resorts Inc. (NYSE: BHR) ("Braemar").
Remington's portfolio consists of
88 hotels in 27 states across 17 brands, including 12 independent
and boutique properties. Remington's Hotel Management business
currently has very little third-party business outside of the
Company's advised REITs, which will be an immediate growth
opportunity and area of focus for the Company going forward.
In the fourth quarter, Remington generated hotel management fee
revenue of $4.5 million and Adjusted
EBITDA of $2.5 million.
Remington recently entered into
new contracts to manage three hotels on a third-party basis: the
Residence Inn Steamboat Springs in Steamboat Springs, Colorado; the Sheraton
Tarrytown Hotel in Tarrytown, New
York; and the SpringHill Suites Jacksonville in Jacksonville, Florida.
STOCK REPURCHASE FROM ASHFORD TRUST AND BRAEMAR
On
October 2, 2019, the Company
announced that it acquired an aggregate of 412,974 shares of its
common stock owned by Ashford Trust and Braemar for $30 per share, resulting in a total cost of
approximately $12.4 million. This
stock purchase represented approximately 16% of the Company's
common shares outstanding. Due to the parameters of the
private letter rulings received by each of Ashford Trust and
Braemar from the Internal Revenue Service ("IRS"), the Company was
only able to acquire the shares held by Ashford Trust's and
Braemar's taxable REIT subsidiaries. After the Company's share
purchase, Ashford Trust announced that it distributed its remaining
205,086 shares of Ashford common stock to its common shareholders
and unitholders through a pro-rata distribution. Braemar also
announced that it distributed its remaining 174,983 shares of
Ashford common stock to its common shareholders and unitholders
through a pro-rata distribution. Both distributions occurred
in early November.
ASHFORD SECURITIES
UPDATE
On September 25, 2019,
the Company announced that it had formed Ashford Securities LLC
("Ashford Securities") to raise capital in order to grow its
existing and future platforms. Ashford Securities is a
dedicated capital raising platform to fund investment opportunities
sponsored and asset-managed by Ashford. Types of capital raised may include,
but are not limited to, preferred equity, convertible preferred
equity, mezzanine debt, or non-traded REIT common equity (for
future platforms). In the fourth quarter, Braemar announced
that it had filed a registration statement for a non-traded
preferred equity security via Ashford Securities.
Additionally, Ashford Securities became a FINRA member firm in
February of this year and anticipates raising capital at the end of
the second quarter of 2020. Longer term, the Company believes there
is a substantial opportunity to offer different types of product
structures and strategies all with the goal of providing
differentiated alternative investment products to retail investors
looking to diversify their portfolios. Ashford Securities is
not raising common equity for the Company nor for its existing
advised platforms of Ashford Trust and Braemar.
PREMIER PROJECT MANAGEMENT UPDATE
In August 2018, the Company completed the
acquisition of Premier Project Management ("Premier") for
$203 million. 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 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. Premier generated $6.1 million of project management fee revenue
and $2.9 million of Adjusted EBITDA
in the fourth quarter, including $438,000 of revenue from its new architectural
services initiative. Subsequent to the end of the quarter,
Premier signed its first contract to provide project management
services on a third-party basis.
JSAV UPDATE
The Company owns a controlling interest in
a privately-held company that conducts the business of J&S
Audio Visual ("JSAV") in the United
States, Mexico and
internationally. JSAV provides an integrated suite of audio
visual services, including show and event services, hospitality
services, creative services, and design and integration, making
JSAV a leading single-source solution for their clients' meeting
and event needs. In the first quarter of 2019, JSAV completed
the acquisition of BAV and the operations are now reported on a
combined basis. During the fourth quarter, JSAV (including
BAV) had revenue growth of 36% compared to the prior-year
period. Additionally, at the end of the fourth quarter, JSAV
had multi-year contracts in place with 94 hotels and convention
centers, in addition to regular business representing over 2,700
annual events and productions, 500 venue locations, and 750
clients.
RED HOSPITALITY & LEISURE UPDATE
RED Hospitality
& Leisure ("RED Hospitality") is a leading provider of
watersports activities and other travel and transportation services
in the U.S. Virgin Islands. During
2019, RED Hospitality continued as the beach and watersports
services provider to the Ritz-Carlton St. Thomas Club - the
timeshare and rental property adjacent to the Ritz-Carlton St.
Thomas hotel, commenced ferry transportation services and beach and
watersports services to the Westin St. John, and completed the
acquisition of Sebago, a leading provider of watersports activities
and excursion services based in Key
West, Florida. Additionally, when coupled with the
reopening of the Ritz-Carlton St. Thomas in November 2019 as well as increased direct
bookings and private charter business, RED Hospitality generated
$3.0 million of revenue and
$543,000 of Adjusted EBITDA during
the fourth quarter. Fourth quarter revenue growth was 131%
compared to the prior-year period. Going forward, 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.
FINANCIAL RESULTS
Net loss attributable to common
stockholders for the quarter totaled $15.1
million, or $6.31 per share,
compared with net income of $0.3
million, or $0.14 per share,
in the prior-year quarter. Adjusted net income for the
quarter was $7.2 million, or
$1.27 per diluted share, compared
with $9.3 million, or $2.20 per diluted share in the prior-year
quarter.
For the quarter ended December 31,
2019, base advisory fee revenue was $10.6 million. The base advisory fee
revenue in the fourth quarter was comprised of $8.0 million from Ashford Trust and $2.6 million from Braemar.
Adjusted EBITDA for the quarter was $8.9
million, reflecting a growth rate of 11.9% over the
prior-year quarter.
CAPITAL STRUCTURE
At the end of the fourth quarter of
2019, the Company had approximately $8.1
billion of gross assets under management from its advised
platforms. The Company had corporate cash of $32.3 million, 5.7 million fully diluted shares,
and a current fully diluted equity market capitalization of
approximately $62 million. The
Company's financial results include 3.0 million common shares
associated with its Series D convertible preferred stock. The
Company had $36.8 million of loans at
December 31, 2019, of which
approximately $3.6 million related to
its joint venture partners' share of those loans.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST
HIGHLIGHTS
- During the quarter, Ashford Trust entered into a new franchise
agreement for the Hilton Alexandria Old Town in Alexandria, Virginia that transitioned the
hotel from being Hilton-managed to being managed by Remington
Hotels.
- During the quarter, Ashford Trust announced that it had entered
into a new franchise agreement with Marriott International to
convert its Crowne Plaza La Concha Key West Hotel in Key West, Florida to an Autograph Collection
property.
- During the quarter, Ashford Trust sold a 1.65-acre parking lot
adjacent to its Hilton St. Petersburg Bayfront Hotel in
St. Petersburg, Florida for
$17.5 million in total consideration
which will be paid over time.
- During the quarter, Ashford Trust announced the sale of the
102-room SpringHill Suites Jacksonville in Jacksonville, Florida for $11.2 million ($109,000 per key).
BRAEMAR HOTELS & RESORTS HIGHLIGHTS
- During the quarter, Braemar announced the opening of The Maple
Grove Presidential Villa at the Bardessono Hotel & Spa in
Yountville, California.
- During the quarter, Braemar announced that it had reopened its
180-room Ritz-Carlton St. Thomas hotel in St. Thomas, USVI on
November 22, 2019.
- During the quarter, Braemar announced that it had entered into
a new secured credit facility that replaced a previous credit
facility that was set to expire in November.
- During the quarter, Braemar filed a registration statement with
the Securities and Exchange Commission for a Series E Redeemable
Preferred Equity security.
"We are very pleased with our fourth quarter and year-end
results, which reflect the diligent execution of our operating
strategy focused on accretively growing our advised platforms and
acquiring growth-oriented, hospitality-related businesses,"
commented Monty J. Bennett,
Ashford's Chairman and Chief
Executive Officer. "Towards this end, our recent combination with
Remington rapidly builds operating
scale, increases the Company's earnings potential, facilitates
additional growth from third-party hotel management business and
enhances our competitive position in the hospitality
industry. Importantly, by adding hotel property management to
our diverse stable of hotel-related businesses, we are extremely
well-positioned to continue to successfully execute on our growth
strategy. Additionally, the recent formation of Ashford Securities
will provide Ashford and its
advised platforms an additional source of capital that is not
dependent on the traditional publicly-traded capital markets.
We are excited to pursue a fresh source of capital that will help
us prudently grow our platforms over the long term for increased
shareholder value. Ashford
is a growth platform and, looking ahead to 2020, we believe the
pieces are in place to significantly grow our business. We remain
committed to maximizing value for our shareholders as we look to
opportunistically grow our existing REIT platforms, create new
platforms as well as grow our service businesses via increased AUM
and third-party business."
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company
will conduct a conference call on Tuesday,
February 25, 2020, at 4:00 p.m.
ET. The number to call for this interactive teleconference
is (201) 493-6725. A replay of the conference call will be
available through Tuesday, March 3,
2020, by dialing (412) 317-6671 and entering the
confirmation number, 13697613.
The Company will also provide an online simulcast and
rebroadcast of its fourth quarter 2019 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 Tuesday, February 25,
2020, beginning at 4:00 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.
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 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 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: 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 related to Ashford
Inc.'s ability to complete the acquisition on the proposed terms;
the possibility that competing offers will be made; risks
associated with the Remington Hotel Management business combination
transaction, such as the risk that the Hotel 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
Inc.'s filings with the Securities and Exchange Commission (SEC)
including Ashford Inc.'s definitive proxy statement filed with the
SEC on September 23, 2019, and
Ashford Inc.'s 10-K filed with the SEC on March 8, 2019.
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)
|
|
|
December 31,
2019
|
|
December 31,
2018
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
35,349
|
|
|
$
|
51,529
|
|
Restricted
cash
|
17,900
|
|
|
7,914
|
|
Restricted investment
for deferred compensation
|
1,195
|
|
|
—
|
|
Accounts receivable,
net
|
7,241
|
|
|
4,928
|
|
Due from
affiliates
|
357
|
|
|
45
|
|
Due from Ashford
Trust
|
4,805
|
|
|
5,293
|
|
Due from
Braemar
|
1,591
|
|
|
1,996
|
|
Inventories
|
1,642
|
|
|
1,202
|
|
Prepaid expenses and
other
|
7,212
|
|
|
3,902
|
|
Total current
assets
|
77,292
|
|
|
76,809
|
|
Investments in
unconsolidated entities
|
3,476
|
|
|
500
|
|
Property and
equipment, net
|
116,190
|
|
|
47,947
|
|
Operating lease
right-of-use assets
|
31,699
|
|
|
—
|
|
Goodwill
|
205,606
|
|
|
59,683
|
|
Intangible assets,
net
|
347,961
|
|
|
193,194
|
|
Other
assets
|
276
|
|
|
872
|
|
Total
assets
|
$
|
782,500
|
|
|
$
|
379,005
|
|
LIABILITIES
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable and
accrued expenses
|
$
|
38,745
|
|
|
$
|
24,880
|
|
Dividends
payable
|
4,725
|
|
|
—
|
|
Due to
affiliates
|
1,011
|
|
|
2,032
|
|
Deferred
income
|
233
|
|
|
148
|
|
Deferred compensation
plan
|
450
|
|
|
173
|
|
Notes payable,
net
|
3,550
|
|
|
2,074
|
|
Finance lease
liabilities
|
572
|
|
|
521
|
|
Operating lease
liabilities
|
3,207
|
|
|
—
|
|
Other
liabilities
|
19,066
|
|
|
8,418
|
|
Total current
liabilities
|
71,559
|
|
|
38,246
|
|
Deferred
income
|
13,047
|
|
|
13,396
|
|
Deferred tax
liability, net
|
69,521
|
|
|
31,506
|
|
Deferred compensation
plan
|
4,694
|
|
|
10,401
|
|
Notes payable,
net
|
33,033
|
|
|
15,037
|
|
Finance lease
liabilities
|
41,482
|
|
|
140
|
|
Operating lease
liabilities
|
28,519
|
|
|
—
|
|
Other
liabilities
|
430
|
|
|
—
|
|
Total
liabilities
|
262,285
|
|
|
108,726
|
|
|
|
|
|
MEZZANINE
EQUITY
|
|
|
|
Series B Convertible
Preferred Stock, $0.01 par value, no shares issued and outstanding
as of December 31, 2019 and 8,120,000
shares issued and outstanding, net of
discount, at December 31, 2018
|
—
|
|
|
200,847
|
|
Series D Convertible
Preferred Stock, $0.001 par value, 19,120,000 shares issued and
outstanding, net of discount, as of
December 31, 2019 and no
shares issued and outstanding at
December 31, 2018
|
474,060
|
|
|
—
|
|
Redeemable
noncontrolling interests
|
4,131
|
|
|
3,531
|
|
EQUITY
|
|
|
|
Common stock,
100,000,000 shares authorized, $0.001 and $0.01 par value,
2,202,580 and 2,391,541 shares issued and
outstanding at December 31, 2019 and
December 31, 2018, respectively
|
2
|
|
|
24
|
|
Additional paid-in
capital
|
285,825
|
|
|
280,159
|
|
Accumulated
deficit
|
(244,084)
|
|
|
(214,242)
|
|
Accumulated other
comprehensive income (loss)
|
(216)
|
|
|
(498)
|
|
Treasury stock, at
cost, 1,638 shares and 0 shares at December 31, 2019 and
December 31, 2018, respectively
|
(131)
|
|
|
—
|
|
Total stockholders'
equity of the Company
|
41,396
|
|
|
65,443
|
|
Noncontrolling
interests in consolidated entities
|
628
|
|
|
458
|
|
Total
equity
|
42,024
|
|
|
65,901
|
|
Total liabilities and
equity
|
$
|
782,500
|
|
|
$
|
379,005
|
|
ASHFORD INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF
OPERATIONS (unaudited, in thousands, except per share
amounts)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
December
31,
|
|
December
31,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
REVENUE
|
|
|
|
|
|
|
|
Advisory
services:
|
|
|
|
|
|
|
|
Base advisory
fees
|
$
|
10,603
|
|
|
$
|
11,365
|
|
|
$
|
42,985
|
|
|
$
|
44,905
|
|
Incentive advisory
fees
|
169
|
|
|
1,131
|
|
|
678
|
|
|
2,487
|
|
Other advisory
revenue
|
132
|
|
|
131
|
|
|
521
|
|
|
521
|
|
Hotel
management:
|
|
|
|
|
|
|
|
Base management
fees
|
4,054
|
|
|
—
|
|
|
4,054
|
|
|
—
|
|
Incentive management
fees
|
472
|
|
|
—
|
|
|
472
|
|
|
—
|
|
Project management
fees
|
6,052
|
|
|
5,860
|
|
|
25,584
|
|
|
8,802
|
|
Audio
visual
|
27,077
|
|
|
19,974
|
|
|
110,609
|
|
|
81,186
|
|
Other
|
6,459
|
|
|
2,319
|
|
|
21,179
|
|
|
13,068
|
|
Cost reimbursement
revenue
|
52,557
|
|
|
10,196
|
|
|
85,168
|
|
|
44,551
|
|
Total
revenues
|
107,575
|
|
|
50,976
|
|
|
291,250
|
|
|
195,520
|
|
EXPENSES
|
|
|
|
|
|
|
|
Salaries and
benefits
|
16,779
|
|
|
6,531
|
|
|
51,251
|
|
|
35,731
|
|
Non-cash equity-based
compensation
|
1,925
|
|
|
1,962
|
|
|
8,874
|
|
|
10,018
|
|
Cost of revenues for
project management
|
1,487
|
|
|
929
|
|
|
5,853
|
|
|
1,508
|
|
Cost of revenues for
audio visual
|
20,837
|
|
|
16,555
|
|
|
82,237
|
|
|
64,555
|
|
Depreciation and
amortization
|
7,871
|
|
|
3,744
|
|
|
24,542
|
|
|
7,919
|
|
General and
administrative
|
11,396
|
|
|
5,218
|
|
|
33,018
|
|
|
27,112
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
Other
|
2,736
|
|
|
1,078
|
|
|
12,062
|
|
|
3,250
|
|
Reimbursed
expenses
|
52,458
|
|
|
10,128
|
|
|
84,643
|
|
|
44,347
|
|
Total operating
expenses
|
115,489
|
|
|
46,145
|
|
|
302,480
|
|
|
196,359
|
|
OPERATING INCOME
(LOSS)
|
(7,914)
|
|
|
4,831
|
|
|
(11,230)
|
|
|
(839)
|
|
Equity in earnings
(loss) of unconsolidated entities
|
(177)
|
|
|
—
|
|
|
(286)
|
|
|
—
|
|
Interest
expense
|
(861)
|
|
|
(366)
|
|
|
(2,059)
|
|
|
(959)
|
|
Amortization of loan
costs
|
(94)
|
|
|
(64)
|
|
|
(308)
|
|
|
(241)
|
|
Interest
income
|
17
|
|
|
41
|
|
|
46
|
|
|
329
|
|
Other income
(expense)
|
118
|
|
|
(496)
|
|
|
3
|
|
|
(834)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
(8,911)
|
|
|
3,946
|
|
|
(13,834)
|
|
|
(2,544)
|
|
Income tax (expense)
benefit
|
(111)
|
|
|
(1,229)
|
|
|
(1,540)
|
|
|
10,364
|
|
NET INCOME
(LOSS)
|
(9,022)
|
|
|
2,717
|
|
|
(15,374)
|
|
|
7,820
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
141
|
|
|
220
|
|
|
536
|
|
|
924
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
360
|
|
|
621
|
|
|
983
|
|
|
1,438
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
(8,521)
|
|
|
3,558
|
|
|
(13,855)
|
|
|
10,182
|
|
Preferred
dividends
|
(5,944)
|
|
|
(2,791)
|
|
|
(14,435)
|
|
|
(4,466)
|
|
Amortization of
preferred stock discount
|
(590)
|
|
|
(427)
|
|
|
(1,928)
|
|
|
(730)
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO COMMON
STOCKHOLDERS
|
$
|
(15,055)
|
|
|
$
|
340
|
|
|
$
|
(30,218)
|
|
|
$
|
4,986
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) PER
SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
$
|
(6.31)
|
|
|
$
|
0.14
|
|
|
$
|
(12.03)
|
|
|
$
|
2.29
|
|
Weighted average
common shares outstanding - basic
|
2,202
|
|
|
2,381
|
|
|
2,416
|
|
|
2,170
|
|
Diluted:
|
|
|
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
$
|
(6.31)
|
|
|
$
|
(1.96)
|
|
|
$
|
(13.55)
|
|
|
$
|
(2.11)
|
|
Weighted average
common shares outstanding - diluted
|
2,206
|
|
|
2,652
|
|
|
2,568
|
|
|
2,332
|
|
ASHFORD INC. AND
SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) TO
EBITDA AND ADJUSTED EBITDA (unaudited, in
thousands)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
December
31,
|
|
December
31,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net income
(loss)
|
$
|
(9,022)
|
|
|
$
|
2,717
|
|
|
$
|
(15,374)
|
|
|
$
|
7,820
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
141
|
|
|
220
|
|
|
536
|
|
|
924
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
360
|
|
|
621
|
|
|
983
|
|
|
1,438
|
|
Net income (loss)
attributable to the company
|
(8,521)
|
|
|
3,558
|
|
|
(13,855)
|
|
|
10,182
|
|
Interest
expense
|
811
|
|
|
313
|
|
|
1,861
|
|
|
826
|
|
Amortization of loan
costs
|
80
|
|
|
59
|
|
|
277
|
|
|
215
|
|
Depreciation and
amortization
|
9,257
|
|
|
4,788
|
|
|
30,047
|
|
|
12,330
|
|
Income tax expense
(benefit)
|
75
|
|
|
1,217
|
|
|
1,435
|
|
|
(10,431)
|
|
Net income (loss)
attributable to redeemable noncontrolling
interests
|
(29)
|
|
|
—
|
|
|
(54)
|
|
|
9
|
|
EBITDA
|
1,673
|
|
|
9,935
|
|
|
19,711
|
|
|
13,131
|
|
Non-cash stock-based
compensation
|
1,894
|
|
|
1,960
|
|
|
8,824
|
|
|
10,013
|
|
Market change in
deferred compensation plan
|
(129)
|
|
|
(4,904)
|
|
|
(5,732)
|
|
|
(8,444)
|
|
Change in contingent
consideration fair value
|
(171)
|
|
|
—
|
|
|
4,058
|
|
|
338
|
|
Transaction
costs
|
5,161
|
|
|
844
|
|
|
11,340
|
|
|
11,230
|
|
Software
implementation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Reimbursed software
costs
|
(424)
|
|
|
(462)
|
|
|
(2,015)
|
|
|
(1,627)
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(50)
|
|
Severance and
executive recruiting costs
|
474
|
|
|
3
|
|
|
1,186
|
|
|
1,319
|
|
Compensation
adjustment
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
352
|
|
|
245
|
|
|
810
|
|
|
628
|
|
Other (gain)
loss
|
(43)
|
|
|
334
|
|
|
(116)
|
|
|
248
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
Adjusted
EBITDA
|
$
|
8,902
|
|
|
$
|
7,955
|
|
|
$
|
38,066
|
|
|
$
|
28,750
|
|
ASHFORD INC. AND
SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) TO
ADJUSTED NET INCOME (LOSS) (unaudited, in thousands,
except per share amounts)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
December
31,
|
|
December
31,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net income
(loss)
|
$
|
(9,022)
|
|
|
$
|
2,717
|
|
|
$
|
(15,374)
|
|
|
$
|
7,820
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
141
|
|
|
220
|
|
|
536
|
|
|
924
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
360
|
|
|
621
|
|
|
983
|
|
|
1,438
|
|
Preferred
dividends
|
(5,944)
|
|
|
(2,791)
|
|
|
(14,435)
|
|
|
(4,466)
|
|
Amortization of
preferred stock discount
|
(590)
|
|
|
(427)
|
|
|
(1,928)
|
|
|
(730)
|
|
Net income (loss)
attributable to common stockholders
|
(15,055)
|
|
|
340
|
|
|
(30,218)
|
|
|
4,986
|
|
Amortization of loan
costs
|
80
|
|
|
59
|
|
|
277
|
|
|
215
|
|
Depreciation and
amortization
|
9,257
|
|
|
4,788
|
|
|
30,047
|
|
|
12,330
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
|
(29)
|
|
|
—
|
|
|
(54)
|
|
|
9
|
|
Preferred
dividends
|
5,944
|
|
|
2,791
|
|
|
14,435
|
|
|
4,466
|
|
Amortization of
preferred stock discount
|
590
|
|
|
427
|
|
|
1,928
|
|
|
730
|
|
Non-cash stock-based
compensation
|
1,894
|
|
|
1,960
|
|
|
8,824
|
|
|
10,013
|
|
Market change in
deferred compensation plan
|
(129)
|
|
|
(4,904)
|
|
|
(5,732)
|
|
|
(8,444)
|
|
Change in contingent
consideration fair value
|
(171)
|
|
|
—
|
|
|
4,058
|
|
|
338
|
|
Transaction
costs
|
5,161
|
|
|
844
|
|
|
11,340
|
|
|
11,230
|
|
Non-cash interest
from finance lease
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
Software
implementation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
Reimbursed software
costs
|
(424)
|
|
|
(462)
|
|
|
(2,015)
|
|
|
(1,627)
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(50)
|
|
Severance and
executive recruiting costs
|
474
|
|
|
3
|
|
|
1,186
|
|
|
1,319
|
|
Compensation
adjustment
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
352
|
|
|
245
|
|
|
810
|
|
|
628
|
|
Other (gain)
loss
|
(43)
|
|
|
334
|
|
|
(116)
|
|
|
248
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
GAAP income tax
expense (benefit)
|
75
|
|
|
1,217
|
|
|
1,435
|
|
|
(10,431)
|
|
Adjusted income tax
(expense) benefit (1)
|
(944)
|
|
|
1,691
|
|
|
(3,365)
|
|
|
(1,809)
|
|
Adjusted net
income
|
$
|
7,200
|
|
|
$
|
9,333
|
|
|
$
|
32,893
|
|
|
$
|
26,115
|
|
Adjusted net
income per diluted share available to common
stockholders
|
$
|
1.27
|
|
|
$
|
2.20
|
|
|
$
|
7.07
|
|
|
$
|
8.01
|
|
Weighted average
diluted shares
|
5,667
|
|
|
4,236
|
|
|
4,651
|
|
|
3,262
|
|
|
|
|
|
|
|
|
|
Components of
weighted average diluted shares
|
|
|
|
|
|
|
|
Common
shares
|
2,202
|
|
|
2,381
|
|
|
2,416
|
|
|
2,170
|
|
Convertible preferred
stock
|
2,999
|
|
|
1,450
|
|
|
1,837
|
|
|
575
|
|
Deferred compensation
plan
|
201
|
|
|
205
|
|
|
202
|
|
|
206
|
|
Stock
options
|
—
|
|
|
121
|
|
|
22
|
|
|
239
|
|
Put
options
|
173
|
|
|
66
|
|
|
129
|
|
|
59
|
|
Acquisition related
shares
|
76
|
|
|
—
|
|
|
30
|
|
|
—
|
|
Restricted shares and
units
|
16
|
|
|
13
|
|
|
15
|
|
|
13
|
|
Weighted average
diluted shares
|
5,667
|
|
|
4,236
|
|
|
4,651
|
|
|
3,262
|
|
|
|
|
|
|
|
|
|
Reconciliation of
income tax expense (benefit) to adjusted income tax
(expense) benefit
|
|
|
|
|
|
|
|
GAAP income tax
(expense) benefit
|
$
|
(111)
|
|
|
$
|
(1,229)
|
|
|
$
|
(1,540)
|
|
|
$
|
10,364
|
|
Less GAAP income tax
(expense) benefit attributable to noncontrolling
interests
|
(36)
|
|
|
(12)
|
|
|
(105)
|
|
|
(67)
|
|
GAAP income tax
(expense) benefit excluding noncontrolling interests
|
(75)
|
|
|
(1,217)
|
|
|
(1,435)
|
|
|
10,431
|
|
Less deferred income
tax (expense) benefit
|
869
|
|
|
(2,908)
|
|
|
1,930
|
|
|
12,240
|
|
Adjusted income tax
(expense) benefit (1)
|
$
|
(944)
|
|
|
$
|
1,691
|
|
|
$
|
(3,365)
|
|
|
$
|
(1,809)
|
|
|
(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
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. See Note 12 to our consolidated financial statements in our
Annual Report on Form 10-K for the year ended December 31,
2018.
|
ASHFORD INC. AND
SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
AND RECONCILIATION OF NET INCOME (LOSS) TO EBITDA,
ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY
SEGMENT (unaudited, in thousands, except per share
amounts)
|
|
|
Three Months Ended
December 31, 2019
|
|
Three Months Ended
December 31, 2018
|
|
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 fees -
Trust
|
$
|
8,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,023
|
|
|
$
|
8,871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,871
|
|
Incentive advisory
fees - Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|
—
|
|
|
—
|
|
|
453
|
|
Base advisory fees -
Braemar
|
2,580
|
|
|
—
|
|
|
—
|
|
|
2,580
|
|
|
2,494
|
|
|
—
|
|
|
—
|
|
|
2,494
|
|
Incentive advisory
fees - Braemar
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
678
|
|
|
—
|
|
|
—
|
|
|
678
|
|
Other advisory
revenue - Braemar
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
131
|
|
Hotel
Management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base management
fees
|
—
|
|
|
4,054
|
|
|
—
|
|
|
4,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Incentive management
fees
|
—
|
|
|
472
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Project management
fees
|
—
|
|
|
6,052
|
|
|
—
|
|
|
6,052
|
|
|
—
|
|
|
5,860
|
|
|
—
|
|
|
5,860
|
|
Audio
visual
|
—
|
|
|
27,077
|
|
|
—
|
|
|
27,077
|
|
|
—
|
|
|
19,974
|
|
|
—
|
|
|
19,974
|
|
Other
|
1,113
|
|
|
5,346
|
|
|
—
|
|
|
6,459
|
|
|
310
|
|
|
2,009
|
|
|
—
|
|
|
2,319
|
|
Cost reimbursement
revenue
|
8,046
|
|
|
43,918
|
|
|
593
|
|
|
52,557
|
|
|
9,038
|
|
|
1,158
|
|
|
—
|
|
|
10,196
|
|
Total
revenues
|
20,063
|
|
|
86,919
|
|
|
593
|
|
|
107,575
|
|
|
21,975
|
|
|
29,001
|
|
|
—
|
|
|
50,976
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
8,266
|
|
|
8,642
|
|
|
16,908
|
|
|
—
|
|
|
3,688
|
|
|
7,747
|
|
|
11,435
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(129)
|
|
|
(129)
|
|
|
—
|
|
|
—
|
|
|
(4,904)
|
|
|
(4,904)
|
|
Non-cash equity-based
compensation
|
—
|
|
|
110
|
|
|
1,815
|
|
|
1,925
|
|
|
—
|
|
|
4
|
|
|
1,958
|
|
|
1,962
|
|
Cost of audio visual
revenues
|
—
|
|
|
20,837
|
|
|
—
|
|
|
20,837
|
|
|
—
|
|
|
16,555
|
|
|
—
|
|
|
16,555
|
|
Cost of project
management revenues
|
—
|
|
|
1,487
|
|
|
—
|
|
|
1,487
|
|
|
—
|
|
|
929
|
|
|
—
|
|
|
929
|
|
Depreciation and
amortization
|
2,467
|
|
|
5,351
|
|
|
53
|
|
|
7,871
|
|
|
169
|
|
|
3,458
|
|
|
117
|
|
|
3,744
|
|
General and
administrative
|
—
|
|
|
4,755
|
|
|
6,641
|
|
|
11,396
|
|
|
—
|
|
|
3,171
|
|
|
2,047
|
|
|
5,218
|
|
Other
|
—
|
|
|
2,736
|
|
|
—
|
|
|
2,736
|
|
|
—
|
|
|
1,080
|
|
|
(2)
|
|
|
1,078
|
|
Reimbursed
expenses
|
1,392
|
|
|
43,713
|
|
|
593
|
|
|
45,698
|
|
|
3,024
|
|
|
1,049
|
|
|
—
|
|
|
4,073
|
|
REIT non-cash
equity-based compensation
|
6,555
|
|
|
205
|
|
|
—
|
|
|
6,760
|
|
|
5,946
|
|
|
109
|
|
|
—
|
|
|
6,055
|
|
Total operating
expenses
|
10,414
|
|
|
87,460
|
|
|
17,615
|
|
|
115,489
|
|
|
9,139
|
|
|
30,043
|
|
|
6,963
|
|
|
46,145
|
|
OPERATING INCOME
(LOSS)
|
9,649
|
|
|
(541)
|
|
|
(17,022)
|
|
|
(7,914)
|
|
|
12,836
|
|
|
(1,042)
|
|
|
(6,963)
|
|
|
4,831
|
|
Other
|
—
|
|
|
(836)
|
|
|
(161)
|
|
|
(997)
|
|
|
—
|
|
|
(841)
|
|
|
(44)
|
|
|
(885)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
9,649
|
|
|
(1,377)
|
|
|
(17,183)
|
|
|
(8,911)
|
|
|
12,836
|
|
|
(1,883)
|
|
|
(7,007)
|
|
|
3,946
|
|
Income tax (expense)
benefit
|
(2,729)
|
|
|
(510)
|
|
|
3,128
|
|
|
(111)
|
|
|
(4,489)
|
|
|
116
|
|
|
3,144
|
|
|
(1,229)
|
|
NET INCOME
(LOSS)
|
6,920
|
|
|
(1,887)
|
|
|
(14,055)
|
|
|
(9,022)
|
|
|
8,347
|
|
|
(1,767)
|
|
|
(3,863)
|
|
|
2,717
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
141
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
220
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
331
|
|
|
29
|
|
|
360
|
|
|
—
|
|
|
621
|
|
|
—
|
|
|
621
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
6,920
|
|
|
$
|
(1,415)
|
|
|
$
|
(14,026)
|
|
|
$
|
(8,521)
|
|
|
$
|
8,347
|
|
|
$
|
(926)
|
|
|
$
|
(3,863)
|
|
|
$
|
3,558
|
|
Interest
expense
|
—
|
|
|
682
|
|
|
129
|
|
|
811
|
|
|
—
|
|
|
277
|
|
|
36
|
|
|
313
|
|
Amortization of loan
costs
|
—
|
|
|
32
|
|
|
48
|
|
|
80
|
|
|
—
|
|
|
14
|
|
|
45
|
|
|
59
|
|
Depreciation and
amortization
|
2,758
|
|
|
6,412
|
|
|
87
|
|
|
9,257
|
|
|
562
|
|
|
4,109
|
|
|
117
|
|
|
4,788
|
|
Income tax expense
(benefit)
|
2,729
|
|
|
474
|
|
|
(3,128)
|
|
|
75
|
|
|
4,489
|
|
|
(128)
|
|
|
(3,144)
|
|
|
1,217
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(29)
|
|
|
(29)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EBITDA
|
12,407
|
|
|
6,185
|
|
|
(16,919)
|
|
|
1,673
|
|
|
13,398
|
|
|
3,346
|
|
|
(6,809)
|
|
|
9,935
|
|
Non-cash stock-based
compensation
|
—
|
|
|
80
|
|
|
1,814
|
|
|
1,894
|
|
|
—
|
|
|
1
|
|
|
1,959
|
|
|
1,960
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(129)
|
|
|
(129)
|
|
|
—
|
|
|
—
|
|
|
(4,904)
|
|
|
(4,904)
|
|
Change in contingent
consideration fair value
|
—
|
|
|
(171)
|
|
|
—
|
|
|
(171)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction related
costs
|
—
|
|
|
93
|
|
|
5,068
|
|
|
5,161
|
|
|
—
|
|
|
6
|
|
|
838
|
|
|
844
|
|
Reimbursed software
costs, net
|
(424)
|
|
|
—
|
|
|
—
|
|
|
(424)
|
|
|
(462)
|
|
|
—
|
|
|
—
|
|
|
(462)
|
|
Severance and
executive recruiting costs
|
—
|
|
|
474
|
|
|
—
|
|
|
474
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Compensation
adjustment
|
—
|
|
|
—
|
|
|
115
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
352
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
245
|
|
Other (gain)
loss
|
—
|
|
|
(43)
|
|
|
—
|
|
|
(43)
|
|
|
—
|
|
|
334
|
|
|
—
|
|
|
334
|
|
Adjusted
EBITDA
|
11,983
|
|
|
6,970
|
|
|
(10,051)
|
|
|
8,902
|
|
|
12,936
|
|
|
3,935
|
|
|
(8,916)
|
|
|
7,955
|
|
Interest
expense
|
—
|
|
|
(682)
|
|
|
(129)
|
|
|
(811)
|
|
|
—
|
|
|
(277)
|
|
|
(36)
|
|
|
(313)
|
|
Non-cash interest
from finance lease
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted income tax
(expense) benefit
|
(3,802)
|
|
|
(1,507)
|
|
|
4,365
|
|
|
(944)
|
|
|
(239)
|
|
|
(98)
|
|
|
2,028
|
|
|
1,691
|
|
Adjusted net
income (loss)
|
$
|
8,181
|
|
|
$
|
4,834
|
|
|
$
|
(5,815)
|
|
|
$
|
7,200
|
|
|
$
|
12,697
|
|
|
$
|
3,560
|
|
|
$
|
(6,924)
|
|
|
$
|
9,333
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(1)
|
$
|
1.44
|
|
|
$
|
0.85
|
|
|
$
|
(1.03)
|
|
|
$
|
1.27
|
|
|
$
|
3.00
|
|
|
$
|
0.84
|
|
|
$
|
(1.63)
|
|
|
$
|
2.20
|
|
Weighted average
diluted shares
|
5,667
|
|
|
5,667
|
|
|
5,667
|
|
|
5,667
|
|
|
4,236
|
|
|
4,236
|
|
|
4,236
|
|
|
4,236
|
|
|
(1) 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)
|
|
|
Year Ended
December 31, 2019
|
|
Year Ended
December 31, 2018
|
|
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 fees -
Trust
|
$
|
32,486
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,486
|
|
|
$
|
35,482
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,482
|
|
Incentive advisory
fees - Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,809
|
|
|
—
|
|
|
—
|
|
|
1,809
|
|
Base advisory fees -
Braemar
|
10,499
|
|
|
—
|
|
|
—
|
|
|
10,499
|
|
|
9,423
|
|
|
—
|
|
|
—
|
|
|
9,423
|
|
Incentive advisory
fees - Braemar
|
678
|
|
|
—
|
|
|
—
|
|
|
678
|
|
|
678
|
|
|
—
|
|
|
—
|
|
|
678
|
|
Other advisory
revenue - Braemar
|
521
|
|
|
—
|
|
|
—
|
|
|
521
|
|
|
521
|
|
|
—
|
|
|
—
|
|
|
521
|
|
Hotel
Management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
Base management
fees
|
—
|
|
|
4,054
|
|
|
—
|
|
|
4,054
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Incentive management
fees
|
—
|
|
|
472
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Project management
fees
|
—
|
|
|
25,584
|
|
|
—
|
|
|
25,584
|
|
|
—
|
|
|
8,802
|
|
|
—
|
|
|
8,802
|
|
Audio
visual
|
—
|
|
|
110,609
|
|
|
—
|
|
|
110,609
|
|
|
—
|
|
|
81,186
|
|
|
—
|
|
|
81,186
|
|
Other
|
4,349
|
|
|
16,830
|
|
|
—
|
|
|
21,179
|
|
|
1,218
|
|
|
11,850
|
|
|
—
|
|
|
13,068
|
|
Cost reimbursement
revenue
|
36,168
|
|
|
47,757
|
|
|
1,243
|
|
|
85,168
|
|
|
42,719
|
|
|
1,832
|
|
|
—
|
|
|
44,551
|
|
Total
revenues
|
84,701
|
|
|
205,306
|
|
|
1,243
|
|
|
291,250
|
|
|
91,850
|
|
|
103,670
|
|
|
—
|
|
|
195,520
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
24,674
|
|
|
32,309
|
|
|
56,983
|
|
|
—
|
|
|
11,325
|
|
|
32,850
|
|
|
44,175
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(5,732)
|
|
|
(5,732)
|
|
|
—
|
|
|
—
|
|
|
(8,444)
|
|
|
(8,444)
|
|
Non-cash equity-based
compensation
|
—
|
|
|
233
|
|
|
8,641
|
|
|
8,874
|
|
|
—
|
|
|
10
|
|
|
10,008
|
|
|
10,018
|
|
Cost of audio visual
revenues
|
—
|
|
|
82,237
|
|
|
—
|
|
|
82,237
|
|
|
—
|
|
|
64,555
|
|
|
—
|
|
|
64,555
|
|
Cost of project
management revenues
|
—
|
|
|
5,853
|
|
|
—
|
|
|
5,853
|
|
|
—
|
|
|
1,508
|
|
|
—
|
|
|
1,508
|
|
Depreciation and
amortization
|
6,778
|
|
|
17,374
|
|
|
390
|
|
|
24,542
|
|
|
706
|
|
|
6,685
|
|
|
528
|
|
|
7,919
|
|
General and
administrative
|
—
|
|
|
16,597
|
|
|
16,421
|
|
|
33,018
|
|
|
—
|
|
|
11,410
|
|
|
15,702
|
|
|
27,112
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,863
|
|
|
—
|
|
|
56
|
|
|
1,919
|
|
Other
|
—
|
|
|
12,062
|
|
|
—
|
|
|
12,062
|
|
|
—
|
|
|
2,913
|
|
|
337
|
|
|
3,250
|
|
Reimbursed
expenses
|
10,176
|
|
|
47,237
|
|
|
1,243
|
|
|
58,656
|
|
|
10,789
|
|
|
1,659
|
|
|
—
|
|
|
12,448
|
|
REIT non-cash
equity-based compensation
|
25,467
|
|
|
520
|
|
|
—
|
|
|
25,987
|
|
|
31,726
|
|
|
173
|
|
|
—
|
|
|
31,899
|
|
Total operating
expenses
|
42,421
|
|
|
206,787
|
|
|
53,272
|
|
|
302,480
|
|
|
45,084
|
|
|
100,238
|
|
|
51,037
|
|
|
196,359
|
|
OPERATING INCOME
(LOSS)
|
42,280
|
|
|
(1,481)
|
|
|
(52,029)
|
|
|
(11,230)
|
|
|
46,766
|
|
|
3,432
|
|
|
(51,037)
|
|
|
(839)
|
|
Other
|
—
|
|
|
(2,224)
|
|
|
(380)
|
|
|
(2,604)
|
|
|
—
|
|
|
(1,764)
|
|
|
59
|
|
|
(1,705)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
42,280
|
|
|
(3,705)
|
|
|
(52,409)
|
|
|
(13,834)
|
|
|
46,766
|
|
|
1,668
|
|
|
(50,978)
|
|
|
(2,544)
|
|
Income tax (expense)
benefit
|
(9,861)
|
|
|
(1,980)
|
|
|
10,301
|
|
|
(1,540)
|
|
|
(11,146)
|
|
|
(1,595)
|
|
|
23,105
|
|
|
10,364
|
|
NET INCOME
(LOSS)
|
32,419
|
|
|
(5,685)
|
|
|
(42,108)
|
|
|
(15,374)
|
|
|
35,620
|
|
|
73
|
|
|
(27,873)
|
|
|
7,820
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
536
|
|
|
—
|
|
|
536
|
|
|
—
|
|
|
924
|
|
|
—
|
|
|
924
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
929
|
|
|
54
|
|
|
983
|
|
|
—
|
|
|
1,447
|
|
|
(9)
|
|
|
1,438
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
32,419
|
|
|
$
|
(4,220)
|
|
|
$
|
(42,054)
|
|
|
$
|
(13,855)
|
|
|
$
|
35,620
|
|
|
$
|
2,444
|
|
|
$
|
(27,882)
|
|
|
$
|
10,182
|
|
Interest
expense
|
—
|
|
|
1,627
|
|
|
234
|
|
|
1,861
|
|
|
—
|
|
|
708
|
|
|
118
|
|
|
826
|
|
Amortization of loan
costs
|
—
|
|
|
85
|
|
|
192
|
|
|
277
|
|
|
—
|
|
|
65
|
|
|
150
|
|
|
215
|
|
Depreciation and
amortization
|
8,233
|
|
|
21,389
|
|
|
425
|
|
|
30,047
|
|
|
2,129
|
|
|
9,673
|
|
|
528
|
|
|
12,330
|
|
Income tax expense
(benefit)
|
9,861
|
|
|
1,875
|
|
|
(10,301)
|
|
|
1,435
|
|
|
11,146
|
|
|
1,528
|
|
|
(23,105)
|
|
|
(10,431)
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(54)
|
|
|
(54)
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
EBITDA
|
50,513
|
|
|
20,756
|
|
|
(51,558)
|
|
|
19,711
|
|
|
48,895
|
|
|
14,418
|
|
|
(50,182)
|
|
|
13,131
|
|
Non-cash stock-based
compensation
|
—
|
|
|
184
|
|
|
8,640
|
|
|
8,824
|
|
|
—
|
|
|
4
|
|
|
10,009
|
|
|
10,013
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(5,732)
|
|
|
(5,732)
|
|
|
—
|
|
|
—
|
|
|
(8,444)
|
|
|
(8,444)
|
|
Change in contingent
consideration fair value
|
—
|
|
|
4,058
|
|
|
—
|
|
|
4,058
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|
338
|
|
Transaction related
costs
|
—
|
|
|
877
|
|
|
10,463
|
|
|
11,340
|
|
|
—
|
|
|
76
|
|
|
11,154
|
|
|
11,230
|
|
Software
implementation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
Reimbursed software
costs, net
|
(2,015)
|
|
|
—
|
|
|
—
|
|
|
(2,015)
|
|
|
(1,627)
|
|
|
—
|
|
|
—
|
|
|
(1,627)
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50)
|
|
|
(50)
|
|
Severance and
executive recruiting costs
|
—
|
|
|
1,177
|
|
|
9
|
|
|
1,186
|
|
|
—
|
|
|
18
|
|
|
1,301
|
|
|
1,319
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
810
|
|
|
—
|
|
|
810
|
|
|
—
|
|
|
628
|
|
|
—
|
|
|
628
|
|
Other (gain)
loss
|
—
|
|
|
(116)
|
|
|
—
|
|
|
(116)
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
248
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,863
|
|
|
—
|
|
|
56
|
|
|
1,919
|
|
Adjusted
EBITDA
|
48,498
|
|
|
27,746
|
|
|
(38,178)
|
|
|
38,066
|
|
|
49,131
|
|
|
15,392
|
|
|
(35,773)
|
|
|
28,750
|
|
Interest
expense
|
—
|
|
|
(1,627)
|
|
|
(234)
|
|
|
(1,861)
|
|
|
—
|
|
|
(708)
|
|
|
(118)
|
|
|
(826)
|
|
Non-cash interest
from finance lease
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted income tax
(expense) benefit
|
(7,643)
|
|
|
(5,372)
|
|
|
9,650
|
|
|
(3,365)
|
|
|
(5,786)
|
|
|
(1,277)
|
|
|
5,254
|
|
|
(1,809)
|
|
Adjusted net
income (loss)
|
$
|
40,855
|
|
|
$
|
20,800
|
|
|
$
|
(28,762)
|
|
|
$
|
32,893
|
|
|
$
|
43,345
|
|
|
$
|
13,407
|
|
|
$
|
(30,637)
|
|
|
$
|
26,115
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(1)
|
$
|
8.78
|
|
|
$
|
4.47
|
|
|
$
|
(6.18)
|
|
|
$
|
7.07
|
|
|
$
|
13.29
|
|
|
$
|
4.11
|
|
|
$
|
(9.39)
|
|
|
$
|
8.01
|
|
Weighted average
diluted shares
|
4,651
|
|
|
4,651
|
|
|
4,651
|
|
|
4,651
|
|
|
3,262
|
|
|
3,262
|
|
|
3,262
|
|
|
3,262
|
|
|
(1) 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
December 31, 2019
|
|
Three Months Ended
December 31, 2018
|
|
Remington
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products &
Services
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products &
Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotel
Management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base management
fees
|
$
|
4,054
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,054
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Incentive management
fees
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Project management
fees
|
—
|
|
|
6,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,052
|
|
|
5,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,860
|
|
Audio
visual
|
—
|
|
|
—
|
|
|
27,077
|
|
|
—
|
|
|
—
|
|
|
27,077
|
|
|
—
|
|
|
19,974
|
|
|
—
|
|
|
—
|
|
|
19,974
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
5,123
|
|
|
5,346
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|
1,783
|
|
|
2,009
|
|
Cost reimbursement
revenue
|
42,761
|
|
|
1,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,918
|
|
|
1,158
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,158
|
|
Total
revenues
|
47,287
|
|
|
7,209
|
|
|
27,077
|
|
|
223
|
|
|
5,123
|
|
|
86,919
|
|
|
7,018
|
|
|
19,974
|
|
|
226
|
|
|
1,783
|
|
|
29,001
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
2,267
|
|
|
1,147
|
|
|
3,685
|
|
|
402
|
|
|
765
|
|
|
8,266
|
|
|
888
|
|
|
2,076
|
|
|
392
|
|
|
332
|
|
|
3,688
|
|
Non-cash equity-based
compensation
|
71
|
|
|
21
|
|
|
13
|
|
|
5
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Cost of audio visual
revenues
|
—
|
|
|
—
|
|
|
20,837
|
|
|
—
|
|
|
—
|
|
|
20,837
|
|
|
—
|
|
|
16,555
|
|
|
—
|
|
|
—
|
|
|
16,555
|
|
Cost of project
management revenues
|
—
|
|
|
1,487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,487
|
|
|
929
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
929
|
|
Depreciation and
amortization
|
2,459
|
|
|
2,081
|
|
|
524
|
|
|
6
|
|
|
281
|
|
|
5,351
|
|
|
2,740
|
|
|
691
|
|
|
7
|
|
|
20
|
|
|
3,458
|
|
General and
administrative
|
217
|
|
|
470
|
|
|
3,051
|
|
|
325
|
|
|
692
|
|
|
4,755
|
|
|
362
|
|
|
1,964
|
|
|
523
|
|
|
322
|
|
|
3,171
|
|
Other
|
—
|
|
|
—
|
|
|
(40)
|
|
|
53
|
|
|
2,723
|
|
|
2,736
|
|
|
—
|
|
|
—
|
|
|
246
|
|
|
834
|
|
|
1,080
|
|
Reimbursed
expenses
|
42,655
|
|
|
1,058
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,713
|
|
|
1,049
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,049
|
|
REIT non-cash
equity-based compensation
|
106
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109
|
|
Total operating
expenses
|
47,775
|
|
|
6,363
|
|
|
28,070
|
|
|
791
|
|
|
4,461
|
|
|
87,460
|
|
|
6,077
|
|
|
21,286
|
|
|
1,172
|
|
|
1,508
|
|
|
30,043
|
|
OPERATING INCOME
(LOSS)
|
(488)
|
|
|
846
|
|
|
(993)
|
|
|
(568)
|
|
|
662
|
|
|
(541)
|
|
|
941
|
|
|
(1,312)
|
|
|
(946)
|
|
|
275
|
|
|
(1,042)
|
|
Other
|
2
|
|
|
—
|
|
|
(123)
|
|
|
(14)
|
|
|
(701)
|
|
|
(836)
|
|
|
—
|
|
|
(823)
|
|
|
(5)
|
|
|
(13)
|
|
|
(841)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
(486)
|
|
|
846
|
|
|
(1,116)
|
|
|
(582)
|
|
|
(39)
|
|
|
(1,377)
|
|
|
941
|
|
|
(2,135)
|
|
|
(951)
|
|
|
262
|
|
|
(1,883)
|
|
Income tax (expense)
benefit
|
(140)
|
|
|
(489)
|
|
|
141
|
|
|
—
|
|
|
(22)
|
|
|
(510)
|
|
|
(232)
|
|
|
415
|
|
|
—
|
|
|
(67)
|
|
|
116
|
|
NET INCOME
(LOSS)
|
(626)
|
|
|
357
|
|
|
(975)
|
|
|
(582)
|
|
|
(61)
|
|
|
(1,887)
|
|
|
709
|
|
|
(1,720)
|
|
|
(951)
|
|
|
195
|
|
|
(1,767)
|
|
(Income) loss from
consolidated entities attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
(8)
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
(21)
|
|
|
220
|
|
Net (income) loss
attributable to redeemable noncontrolling
interests
|
—
|
|
|
—
|
|
|
176
|
|
|
155
|
|
|
—
|
|
|
331
|
|
|
—
|
|
|
332
|
|
|
289
|
|
|
—
|
|
|
621
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE
COMPANY
|
$
|
(626)
|
|
|
$
|
357
|
|
|
$
|
(799)
|
|
|
$
|
(278)
|
|
|
$
|
(69)
|
|
|
$
|
(1,415)
|
|
|
$
|
709
|
|
|
$
|
(1,388)
|
|
|
$
|
(421)
|
|
|
$
|
174
|
|
|
$
|
(926)
|
|
Interest
expense
|
—
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
464
|
|
|
682
|
|
|
—
|
|
|
239
|
|
|
—
|
|
|
38
|
|
|
277
|
|
Amortization of loan
costs
|
—
|
|
|
—
|
|
|
12
|
|
|
7
|
|
|
13
|
|
|
32
|
|
|
—
|
|
|
10
|
|
|
2
|
|
|
2
|
|
|
14
|
|
Depreciation and
amortization
|
2,459
|
|
|
2,081
|
|
|
1,626
|
|
|
2
|
|
|
244
|
|
|
6,412
|
|
|
2,740
|
|
|
1,297
|
|
|
3
|
|
|
69
|
|
|
4,109
|
|
Income tax expense
(benefit)
|
140
|
|
|
489
|
|
|
(177)
|
|
|
—
|
|
|
22
|
|
|
474
|
|
|
232
|
|
|
(427)
|
|
|
—
|
|
|
67
|
|
|
(128)
|
|
EBITDA
|
1,973
|
|
|
2,927
|
|
|
880
|
|
|
(269)
|
|
|
674
|
|
|
6,185
|
|
|
3,681
|
|
|
(269)
|
|
|
(416)
|
|
|
350
|
|
|
3,346
|
|
Non-cash stock-based
compensation
|
46
|
|
|
21
|
|
|
11
|
|
|
2
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Change in contingent
consideration fair value
|
—
|
|
|
—
|
|
|
(43)
|
|
|
—
|
|
|
(128)
|
|
|
(171)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction related
costs
|
13
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
(12)
|
|
|
93
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
Severance and
executive recruiting costs
|
429
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
—
|
|
|
337
|
|
|
15
|
|
|
—
|
|
|
352
|
|
|
—
|
|
|
234
|
|
|
11
|
|
|
—
|
|
|
245
|
|
Other (gain)
loss
|
—
|
|
|
—
|
|
|
(42)
|
|
|
—
|
|
|
(1)
|
|
|
(43)
|
|
|
—
|
|
|
305
|
|
|
29
|
|
|
—
|
|
|
334
|
|
Adjusted
EBITDA
|
2,461
|
|
|
2,948
|
|
|
1,280
|
|
|
(252)
|
|
|
533
|
|
|
6,970
|
|
|
3,681
|
|
|
276
|
|
|
(372)
|
|
|
350
|
|
|
3,935
|
|
Interest
expense
|
—
|
|
|
—
|
|
|
(218)
|
|
|
—
|
|
|
(464)
|
|
|
(682)
|
|
|
—
|
|
|
(239)
|
|
|
—
|
|
|
(38)
|
|
|
(277)
|
|
Non-cash interest
from finance lease
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted income tax
(expense) benefit
|
(1,295)
|
|
|
(910)
|
|
|
213
|
|
|
—
|
|
|
485
|
|
|
(1,507)
|
|
|
(704)
|
|
|
622
|
|
|
—
|
|
|
(16)
|
|
|
(98)
|
|
Adjusted net
income (loss)
|
$
|
1,166
|
|
|
$
|
2,038
|
|
|
$
|
1,275
|
|
|
$
|
(252)
|
|
|
$
|
607
|
|
|
$
|
4,834
|
|
|
$
|
2,977
|
|
|
$
|
659
|
|
|
$
|
(372)
|
|
|
$
|
296
|
|
|
$
|
3,560
|
|
Adjusted net
income (loss) per diluted share available to
common stockholders (2)
|
$
|
0.21
|
|
|
$
|
0.36
|
|
|
$
|
0.22
|
|
|
$
|
(0.04)
|
|
|
$
|
0.11
|
|
|
$
|
0.85
|
|
|
$
|
0.70
|
|
|
$
|
0.16
|
|
|
$
|
(0.09)
|
|
|
$
|
0.07
|
|
|
$
|
0.84
|
|
Weighted average
diluted shares
|
5,667
|
|
|
5,667
|
|
|
5,667
|
|
|
5,667
|
|
|
5,667
|
|
|
5,667
|
|
|
4,236
|
|
|
4,236
|
|
|
4,236
|
|
|
4,236
|
|
|
4,236
|
|
|
(1)
Represents RED Hospitality & Leisure LLC, Pure Wellness,
Lismore Capital LLC, AINC Bar Draught LLC and Marietta Leasehold
L.P.
|
(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)
|
|
|
Year Ended
December 31, 2019
|
|
Year Ended
December 31, 2018
|
|
Remington
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products
& Services
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products
& Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hotel
Management:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base management
fees
|
$
|
4,054
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,054
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Incentive management
fees
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Project management
fees
|
—
|
|
|
25,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,584
|
|
|
8,802
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,802
|
|
Audio
visual
|
—
|
|
|
—
|
|
|
110,609
|
|
|
—
|
|
|
—
|
|
|
110,609
|
|
|
—
|
|
|
81,186
|
|
|
—
|
|
|
—
|
|
|
81,186
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
987
|
|
|
15,843
|
|
|
16,830
|
|
|
—
|
|
|
—
|
|
|
999
|
|
|
10,851
|
|
|
11,850
|
|
Cost reimbursement
revenue
|
42,761
|
|
|
4,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,757
|
|
|
1,832
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,832
|
|
Total
revenues
|
47,287
|
|
|
30,580
|
|
|
110,609
|
|
|
987
|
|
|
15,843
|
|
|
205,306
|
|
|
10,634
|
|
|
81,186
|
|
|
999
|
|
|
10,851
|
|
|
103,670
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
2,267
|
|
|
4,317
|
|
|
14,062
|
|
|
1,723
|
|
|
2,305
|
|
|
24,674
|
|
|
1,386
|
|
|
6,644
|
|
|
2,051
|
|
|
1,244
|
|
|
11,325
|
|
Non-cash equity-based
compensation
|
71
|
|
|
90
|
|
|
34
|
|
|
38
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
Cost of audio visual
revenues
|
—
|
|
|
—
|
|
|
82,237
|
|
|
—
|
|
|
—
|
|
|
82,237
|
|
|
—
|
|
|
64,555
|
|
|
—
|
|
|
—
|
|
|
64,555
|
|
Cost of project
management revenues
|
—
|
|
|
5,853
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,853
|
|
|
1,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,508
|
|
Depreciation and
amortization
|
2,459
|
|
|
12,494
|
|
|
1,995
|
|
|
27
|
|
|
399
|
|
|
17,374
|
|
|
4,358
|
|
|
2,221
|
|
|
27
|
|
|
79
|
|
|
6,685
|
|
General and
administrative
|
217
|
|
|
1,561
|
|
|
11,260
|
|
|
1,325
|
|
|
2,234
|
|
|
16,597
|
|
|
534
|
|
|
7,994
|
|
|
1,783
|
|
|
1,099
|
|
|
11,410
|
|
Other
|
—
|
|
|
—
|
|
|
3,222
|
|
|
313
|
|
|
8,527
|
|
|
12,062
|
|
|
—
|
|
|
—
|
|
|
666
|
|
|
2,247
|
|
|
2,913
|
|
Reimbursed
expenses
|
42,655
|
|
|
4,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,237
|
|
|
1,659
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,659
|
|
REIT non-cash
equity-based compensation
|
106
|
|
|
414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
520
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
173
|
|
Total operating
expenses
|
47,775
|
|
|
29,311
|
|
|
112,810
|
|
|
3,426
|
|
|
13,465
|
|
|
206,787
|
|
|
9,618
|
|
|
81,414
|
|
|
4,537
|
|
|
4,669
|
|
|
100,238
|
|
OPERATING INCOME
(LOSS)
|
(488)
|
|
|
1,269
|
|
|
(2,201)
|
|
|
(2,439)
|
|
|
2,378
|
|
|
(1,481)
|
|
|
1,016
|
|
|
(228)
|
|
|
(3,538)
|
|
|
6,182
|
|
|
3,432
|
|
Other
|
2
|
|
|
—
|
|
|
(1,139)
|
|
|
(18)
|
|
|
(1,069)
|
|
|
(2,224)
|
|
|
—
|
|
|
(1,675)
|
|
|
(23)
|
|
|
(66)
|
|
|
(1,764)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
(486)
|
|
|
1,269
|
|
|
(3,340)
|
|
|
(2,457)
|
|
|
1,309
|
|
|
(3,705)
|
|
|
1,016
|
|
|
(1,903)
|
|
|
(3,561)
|
|
|
6,116
|
|
|
1,668
|
|
Income tax (expense)
benefit
|
(140)
|
|
|
(1,248)
|
|
|
271
|
|
|
—
|
|
|
(863)
|
|
|
(1,980)
|
|
|
(239)
|
|
|
76
|
|
|
—
|
|
|
(1,432)
|
|
|
(1,595)
|
|
NET INCOME
(LOSS)
|
(626)
|
|
|
21
|
|
|
(3,069)
|
|
|
(2,457)
|
|
|
446
|
|
|
(5,685)
|
|
|
777
|
|
|
(1,827)
|
|
|
(3,561)
|
|
|
4,684
|
|
|
73
|
|
(Income) loss from
consolidated entities attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
624
|
|
|
(88)
|
|
|
536
|
|
|
—
|
|
|
58
|
|
|
826
|
|
|
40
|
|
|
924
|
|
Net (income) loss
attributable to redeemable noncontrolling
interests
|
—
|
|
|
—
|
|
|
247
|
|
|
682
|
|
|
—
|
|
|
929
|
|
|
—
|
|
|
361
|
|
|
1,086
|
|
|
—
|
|
|
1,447
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE
COMPANY
|
$
|
(626)
|
|
|
$
|
21
|
|
|
$
|
(2,822)
|
|
|
$
|
(1,151)
|
|
|
$
|
358
|
|
|
$
|
(4,220)
|
|
|
$
|
777
|
|
|
$
|
(1,408)
|
|
|
$
|
(1,649)
|
|
|
$
|
4,724
|
|
|
$
|
2,444
|
|
Interest
expense
|
—
|
|
|
—
|
|
|
979
|
|
|
—
|
|
|
648
|
|
|
1,627
|
|
|
—
|
|
|
633
|
|
|
—
|
|
|
75
|
|
|
708
|
|
Amortization of loan
costs
|
—
|
|
|
—
|
|
|
48
|
|
|
16
|
|
|
21
|
|
|
85
|
|
|
—
|
|
|
40
|
|
|
11
|
|
|
14
|
|
|
65
|
|
Depreciation and
amortization
|
2,459
|
|
|
12,494
|
|
|
5,850
|
|
|
12
|
|
|
574
|
|
|
21,389
|
|
|
4,358
|
|
|
5,090
|
|
|
12
|
|
|
213
|
|
|
9,673
|
|
Income tax expense
(benefit)
|
140
|
|
|
1,248
|
|
|
(376)
|
|
|
—
|
|
|
863
|
|
|
1,875
|
|
|
239
|
|
|
(143)
|
|
|
—
|
|
|
1,432
|
|
|
1,528
|
|
EBITDA
|
1,973
|
|
|
13,763
|
|
|
3,679
|
|
|
(1,123)
|
|
|
2,464
|
|
|
20,756
|
|
|
5,374
|
|
|
4,212
|
|
|
(1,626)
|
|
|
6,458
|
|
|
14,418
|
|
Non-cash stock-based
compensation
|
46
|
|
|
90
|
|
|
30
|
|
|
18
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Change in contingent
consideration fair value
|
—
|
|
|
—
|
|
|
3,037
|
|
|
—
|
|
|
1,021
|
|
|
4,058
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction related
costs
|
13
|
|
|
—
|
|
|
570
|
|
|
—
|
|
|
294
|
|
|
877
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
6
|
|
|
76
|
|
Severance and
executive recruiting costs
|
429
|
|
|
106
|
|
|
602
|
|
|
20
|
|
|
20
|
|
|
1,177
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
15
|
|
|
18
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
—
|
|
|
709
|
|
|
101
|
|
|
—
|
|
|
810
|
|
|
—
|
|
|
587
|
|
|
41
|
|
|
—
|
|
|
628
|
|
Other (gain)
loss
|
—
|
|
|
—
|
|
|
(117)
|
|
|
—
|
|
|
1
|
|
|
(116)
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
(6)
|
|
|
248
|
|
Adjusted
EBITDA
|
2,461
|
|
|
13,959
|
|
|
8,510
|
|
|
(984)
|
|
|
3,800
|
|
|
27,746
|
|
|
5,374
|
|
|
5,123
|
|
|
(1,578)
|
|
|
6,473
|
|
|
15,392
|
|
Interest
expense
|
—
|
|
|
—
|
|
|
(979)
|
|
|
—
|
|
|
(648)
|
|
|
(1,627)
|
|
|
—
|
|
|
(633)
|
|
|
—
|
|
|
(75)
|
|
|
(708)
|
|
Non-cash interest
from finance lease
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted income tax
(expense) benefit
|
(1,295)
|
|
|
(4,741)
|
|
|
(23)
|
|
|
—
|
|
|
687
|
|
|
(5,372)
|
|
|
(1,123)
|
|
|
259
|
|
|
—
|
|
|
(413)
|
|
|
(1,277)
|
|
Adjusted net
income (loss)
|
$
|
1,166
|
|
|
$
|
9,218
|
|
|
$
|
7,508
|
|
|
$
|
(984)
|
|
|
$
|
3,892
|
|
|
$
|
20,800
|
|
|
$
|
4,251
|
|
|
$
|
4,749
|
|
|
$
|
(1,578)
|
|
|
$
|
5,985
|
|
|
$
|
13,407
|
|
Adjusted net
income (loss) per diluted share available to
common stockholders (2)
|
$
|
0.25
|
|
|
$
|
1.98
|
|
|
$
|
1.61
|
|
|
$
|
(0.21)
|
|
|
$
|
0.84
|
|
|
$
|
4.47
|
|
|
$
|
1.30
|
|
|
$
|
1.46
|
|
|
$
|
(0.48)
|
|
|
$
|
1.83
|
|
|
$
|
4.11
|
|
Weighted average
diluted shares
|
4,651
|
|
|
4,651
|
|
|
4,651
|
|
|
4,651
|
|
|
4,651
|
|
|
4,651
|
|
|
3,262
|
|
|
3,262
|
|
|
3,262
|
|
|
3,262
|
|
|
3,262
|
|
|
(1) Represents RED Hospitality &
Leisure LLC, Pure Wellness, Lismore Capital LLC, AINC Bar Draught
LLC and Marietta Leasehold L.P.
|
(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-fourth-quarter-and-year-end-2019-results-301010767.html
SOURCE Ashford Inc.