DALLAS, March 1, 2018 /PRNewswire/ -- Ashford Inc. (NYSE
American: AINC) (the "Company") today reported the following
results and performance measures for the fourth quarter ended
December 31, 2017. Unless
otherwise stated, all reported results compare the fourth quarter
ended December 31, 2017, with the
fourth quarter ended December 31,
2016 (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 loss attributable to the Company for the fourth quarter of
2017 totaled $7.4 million, or
$3.58 per share, compared with a net
income of $0.7 million, or
$0.36 per share, in the prior year
quarter. Adjusted net income for the fourth quarter was
$4.9 million, or $1.90 per diluted share, compared with
$3.8 million, or $1.69 per diluted share, in the prior year
quarter, reflecting a growth rate of 28% and 12%,
respectively.
- Total revenue for the fourth quarter of 2017 was $29.7 million, reflecting a growth rate of 52%
over the prior year quarter. Total revenue for the full year 2017
was $81.6 million, reflecting a
growth rate of 21% over the prior year.
- Debt placement fee revenue of $913,000 in the fourth quarter
- Adjusted EBITDA for the fourth quarter was $4.8 million, reflecting a growth rate of 19%
over the prior year quarter. Adjusted EBITDA for the full year 2017
was $17.4 million, reflecting a
growth rate of 27% over the prior year.
- At the end of the fourth quarter of 2017, the Company had
approximately $6.3 billion of assets
under management
- As of December 31, 2017, the
Company had corporate cash of $35.4
million
INVESTMENT IN RED HOSPITALITY & LEISURE
Subsequent
to quarter end, the Company acquired an approximate 80% controlling
interest in RED Hospitality & Leisure for approximately
$1 million in cash. RED
Hospitality & Leisure is a leading provider of watersports
activities and other travel & transportation services in the
U.S. Virgin Islands.
INVESTMENT IN J&S AUDIO VISUAL
On November 1, 2017, the Company acquired 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")
for approximately $9.2 million in
cash, $4.3 million of Ashford common
stock, and $9.5 million in assumed
debt (excluding transaction costs, working capital adjustments, and
contingent consideration).
J&S provides an integrated suite of audio visual services,
including show & event services, hospitality services, creative
services, and design & integration, making J&S a leading
single-source solution for their clients' meeting and event needs.
J&S currently has multi-year contracts in place with
approximately 64 hotels and convention centers in addition to
regular business representing over 2,500 annual events and
productions, 500 venue locations, and 650 clients. J&S
currently has contracts in place with only nine hotels owned by
Ashford's advised REIT platforms.
Since the Company's investment in November through the end of
the year, revenues have increased 22% and Adjusted EBITDA has
increased by approximately $690,000
over the prior year period.
PURE ROOMS UPDATE
The Company currently owns a 70%
controlling interest in Pure Rooms. Pure Rooms is a leading
provider of hypo-allergenic hotel rooms in the United States.
Pure Rooms utilizes state-of-the-art purification technology to
create allergy-friendly guestrooms. Pure Rooms' hypo-allergenic
rooms are designed to provide a better night's sleep for all
guests, especially allergy sufferers. Pure Rooms' patented
7-step purification process treats a room's surfaces, including the
air, and removes up to 99% of pollutants. Pure Rooms
currently has contracts in place with 177 hotels (approximately
2,700 rooms) throughout the United
States, including 52 hotels owned by Ashford's advised REIT
platforms. Revenues for the company increased 31% for the
full year 2017 versus the prior year period.
OPENKEY UPDATE
Ashford currently owns a 44% interest
in OpenKey. OpenKey is the universal, industry-standard
smartphone App for keyless entry in hotel guestrooms. There
have been several recent developments regarding OpenKey's
growth. First, deployments of their technology are quickly
ramping up and are expected to reach an estimated 20,000 rooms
deployed and an estimated 35,000 rooms under contract over the next
12-18 months. Next, the platform has gained further traction
internationally with the creation of OpenKey China, a JV agreement
with startup accelerator Plug and Play. OpenKey China is
headquartered in Shanghai and the
Company expects significant expansion and rapid growth from that
venture. Also, the office in Guadalajara,
Mexico has been instrumental for growth in Mexico, Costa
Rica, and Colombia.
Additionally, independent resellers currently serve the United States, United Kingdom, Singapore, Indonesia, Australia, and Canada along with the recent additions of
Belgium, the Netherlands, Luxembourg, India, Sri
Lanka, the Maldives,
Bangladesh, and Brazil. Finally, OpenKey achieved four
consecutive quarters of revenue growth in 2017 with the fourth
quarter up 153% relative to the prior quarter and 1,054% over the
prior year quarter. For the full year, OpenKey achieved 647%
revenue growth.
FINANCIAL RESULTS
Net loss attributable to the Company
for the fourth quarter of 2017 totaled $7.4
million, or $3.58 per share,
compared with a net income of $0.7
million, or $0.36 per share,
for the fourth quarter of 2016. Adjusted net income for the
fourth quarter of 2017 was $4.9
million, or $1.90 per diluted
share, compared with $3.8 million, or
$1.69 per diluted share, in the prior
year quarter, reflecting a growth rate of 28% and 12%,
respectively.
For the fourth quarter ended December 31,
2017, base advisory fee revenue was $10.9 million, including $8.7 million from Ashford Hospitality Trust, Inc.
(NYSE: AHT) ("Ashford Trust" or "Trust") and $2.2 million from Ashford Hospitality Prime, Inc.
(NYSE: AHP) ("Ashford Prime" or
"Prime").
Adjusted EBITDA for the fourth quarter of 2017 was $4.8 million, compared with $4.1 million for the fourth quarter of 2016,
reflecting a growth rate of 19%.
CAPITAL STRUCTURE
At the end of the fourth quarter of
2017, the Company had approximately $6.3
billion of assets under management from its managed
companies, corporate cash of $35.4
million, no corporate level debt, no preferred equity, and
2.6 million fully diluted shares. The Company has a current
fully diluted equity market capitalization of approximately
$240 million.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
- Trust completed an underwritten public offering of 5,400,000
shares of 7.50% Series I Cumulative Preferred Stock at $25.00 per share.
- Trust completed the partial redemption of 5,514,960 shares of
its 8.45% Series D Cumulative Preferred Stock.
- Trust refinanced a mortgage loan, secured by the Hilton Boston
Back Bay, with an existing outstanding balance totaling
approximately $95 million, with a new
loan totaling $97 million. The new
loan is expected to result in annual principal payments and
interest expense savings of approximately $2.8 million.
- Trust refinanced a mortgage loan, secured by 17 hotels, with an
existing outstanding balance totaling approximately $413 million, with a new loan totaling
$427 million. The new loan is
expected to result in annual interest savings of approximately
$9.8 million.
- Subsequent to quarter end, Trust refinanced a mortgage loan on
8 hotels with an existing outstanding balance of $377 million. The new loan totals $395 million and is expected to result in annual
interest savings of approximately $6.8
million.
ASHFORD PRIME HIGHLIGHTS
- Prime received $4.1 million in
business interruption insurance recoveries for its
hurricane-impacted properties.
- Prime announced plans to convert its Courtyard San Francisco
Downtown hotel to an Autograph Collection property.
- Prime completed the sale of its Marriott Plano Legacy hotel in
Plano, Texas and is marketing for
sale its Renaissance Tampa hotel in Tampa, FL.
- Prime entered into a definitive agreement to acquire the
266-room Ritz-Carlton Sarasota in Sarasota, FL for $171
million.
"We are pleased with our operating results for 2017, which
reflected significant growth over our prior year results, and
continue to be excited about the growth prospects for our service
businesses, OpenKey, Pure Rooms, J&S and RED Hospitality &
Leisure," commented Monty J.
Bennett, Ashford's Chairman and Chief Executive Officer.
"Looking ahead, we believe that Ashford and our advised platforms
are well positioned for growth in the coming year. We remain
committed to maximizing value for our shareholders by pursuing our
strategy 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,
March 2, 2018, at 12:00 p.m.
ET. The number for this interactive teleconference
is (719) 325-2454. A replay of the conference call will
be available through Friday, March 9,
2018, by dialing (719) 457-0820 and entering the
confirmation number, 8382398.
The Company will also provide an online simulcast and
rebroadcast of its fourth quarter 2017 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, March 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.
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: 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 business combination transactions, such as the risk that the
businesses 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.
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,
2017
|
|
December 31,
2016
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
36,480
|
|
|
$
|
84,091
|
|
Restricted
cash
|
9,076
|
|
|
9,752
|
|
Investments in
securities
|
—
|
|
|
91
|
|
Accounts receivable,
net
|
5,127
|
|
|
16
|
|
Due from Ashford
Trust OP
|
13,346
|
|
|
12,179
|
|
Due from Ashford
Prime OP
|
1,738
|
|
|
3,817
|
|
Inventories
|
1,066
|
|
|
—
|
|
Prepaid expenses and
other
|
2,913
|
|
|
1,305
|
|
Total current
assets
|
69,746
|
|
|
111,251
|
|
Investments in
unconsolidated entities
|
500
|
|
|
500
|
|
Furniture, fixtures
and equipment, net
|
21,154
|
|
|
12,044
|
|
Deferred tax
assets
|
—
|
|
|
6,002
|
|
Goodwill
|
12,947
|
|
|
—
|
|
Intangible assets,
net
|
9,713
|
|
|
—
|
|
Other
assets
|
750
|
|
|
—
|
|
Total
assets
|
$
|
114,810
|
|
|
$
|
129,797
|
|
LIABILITIES
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable and
accrued expenses
|
$
|
20,451
|
|
|
$
|
11,314
|
|
Due to
affiliates
|
4,272
|
|
|
933
|
|
Due to Ashford Prime
OP from AQUA U.S. Fund
|
—
|
|
|
2,289
|
|
Deferred
income
|
459
|
|
|
—
|
|
Deferred compensation
plan
|
311
|
|
|
144
|
|
Notes payable,
net
|
1,751
|
|
|
—
|
|
Other
liabilities
|
9,076
|
|
|
9,752
|
|
Total current
liabilities
|
36,320
|
|
|
24,432
|
|
Accrued
expenses
|
78
|
|
|
287
|
|
Deferred
income
|
13,440
|
|
|
4,515
|
|
Deferred compensation
plan
|
18,948
|
|
|
8,934
|
|
Notes payable,
net
|
9,956
|
|
|
—
|
|
Total
liabilities
|
78,742
|
|
|
38,168
|
|
MEZZANINE
EQUITY
|
|
|
|
Redeemable
noncontrolling interests
|
5,111
|
|
|
1,480
|
|
EQUITY
|
|
|
|
Preferred stock,
$0.01 par value, 50,000,000 shares authorized:
|
|
|
|
Series A
cumulative preferred stock, no shares issued and outstanding at
December 31, 2017 and
December 31, 2016
|
—
|
|
|
—
|
|
Common stock, $0.01
par value, 100,000,000 shares authorized, 2,093,556 and 2,015,589
shares issued
and outstanding at December 31, 2017
and December 31, 2016, respectively
|
21
|
|
|
20
|
|
Additional paid-in
capital
|
249,695
|
|
|
237,796
|
|
Accumulated
deficit
|
(219,396)
|
|
|
(200,439)
|
|
Accumulated other
comprehensive income (loss)
|
(135)
|
|
|
—
|
|
Total stockholders'
equity of the Company
|
30,185
|
|
|
37,377
|
|
Noncontrolling
interests in consolidated entities
|
772
|
|
|
52,772
|
|
Total
equity
|
30,957
|
|
|
90,149
|
|
Total liabilities and
equity
|
$
|
114,810
|
|
|
$
|
129,797
|
|
ASHFORD INC. AND
SUBSIDIARIES
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
(unaudited, in
thousands, except per share amounts)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
December
31,
|
|
December
31,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
REVENUE
|
|
|
|
|
|
|
|
Advisory
services:
|
|
|
|
|
|
|
|
Base advisory
fee
|
$
|
10,924
|
|
|
$
|
10,867
|
|
|
$
|
43,523
|
|
|
$
|
43,043
|
|
Incentive advisory
fee
|
771
|
|
|
1,870
|
|
|
3,083
|
|
|
3,083
|
|
Reimbursable
expenses
|
2,251
|
|
|
2,183
|
|
|
9,705
|
|
|
8,859
|
|
Non-cash
stock/unit-based compensation
|
3,945
|
|
|
4,488
|
|
|
9,394
|
|
|
12,243
|
|
Other advisory
revenue
|
131
|
|
|
—
|
|
|
277
|
|
|
—
|
|
Audio
visual
|
9,186
|
|
|
—
|
|
|
9,186
|
|
|
—
|
|
Other
|
2,458
|
|
|
100
|
|
|
6,405
|
|
|
379
|
|
Total
revenue
|
29,666
|
|
|
19,508
|
|
|
81,573
|
|
|
67,607
|
|
EXPENSES
|
|
|
|
|
|
|
|
Salaries and
benefits
|
16,033
|
|
|
6,988
|
|
|
43,610
|
|
|
28,870
|
|
Non-cash
stock/unit-based compensation
|
6,044
|
|
|
7,292
|
|
|
17,863
|
|
|
23,816
|
|
Cost of audio visual
revenues
|
7,757
|
|
|
—
|
|
|
7,757
|
|
|
—
|
|
Depreciation and
amortization
|
891
|
|
|
359
|
|
|
2,527
|
|
|
1,174
|
|
General and
administrative
|
4,870
|
|
|
4,487
|
|
|
17,113
|
|
|
16,204
|
|
Impairment
|
—
|
|
|
—
|
|
|
1,072
|
|
|
—
|
|
Other
|
1,535
|
|
|
—
|
|
|
2,153
|
|
|
—
|
|
Total operating
expenses
|
37,130
|
|
|
19,126
|
|
|
92,095
|
|
|
70,064
|
|
OPERATING INCOME
(LOSS)
|
(7,464)
|
|
|
382
|
|
|
(10,522)
|
|
|
(2,457)
|
|
Realized gain (loss)
on investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,601)
|
|
Unrealized gain
(loss) on investment in unconsolidated entity
|
—
|
|
|
—
|
|
|
—
|
|
|
2,141
|
|
Interest
expense
|
(72)
|
|
|
—
|
|
|
(83)
|
|
|
—
|
|
Amortization of loan
costs
|
(15)
|
|
|
—
|
|
|
(39)
|
|
|
—
|
|
Interest
income
|
91
|
|
|
29
|
|
|
244
|
|
|
73
|
|
Dividend
income
|
—
|
|
|
91
|
|
|
93
|
|
|
170
|
|
Unrealized gain
(loss) on investments
|
—
|
|
|
1,144
|
|
|
203
|
|
|
2,326
|
|
Realized gain (loss)
on investments
|
—
|
|
|
(3,042)
|
|
|
(294)
|
|
|
(10,113)
|
|
Other income
(expense)
|
(47)
|
|
|
(18)
|
|
|
(73)
|
|
|
(162)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
(7,507)
|
|
|
(1,414)
|
|
|
(10,471)
|
|
|
(11,623)
|
|
Income tax (expense)
benefit
|
(475)
|
|
|
(220)
|
|
|
(9,723)
|
|
|
(780)
|
|
NET INCOME
(LOSS)
|
(7,982)
|
|
|
(1,634)
|
|
|
(20,194)
|
|
|
(12,403)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
91
|
|
|
2,008
|
|
|
358
|
|
|
8,860
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
489
|
|
|
353
|
|
|
1,484
|
|
|
1,147
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
(7,402)
|
|
|
$
|
727
|
|
|
$
|
(18,352)
|
|
|
$
|
(2,396)
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) PER
SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net income
(loss) attributable to common stockholders
|
$
|
(3.58)
|
|
|
$
|
0.36
|
|
|
$
|
(9.04)
|
|
|
$
|
(1.19)
|
|
Weighted
average common shares outstanding - basic
|
2,069
|
|
|
2,014
|
|
|
2,031
|
|
|
2,012
|
|
Diluted:
|
|
|
|
|
|
|
|
Net income
(loss) attributable to common stockholders
|
$
|
(3.72)
|
|
|
$
|
(0.25)
|
|
|
$
|
(9.59)
|
|
|
$
|
(2.56)
|
|
Weighted
average common shares outstanding - diluted
|
2,118
|
|
|
2,267
|
|
|
2,067
|
|
|
2,209
|
|
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,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Net income
(loss)
|
$
|
(7,982)
|
|
|
$
|
(1,634)
|
|
|
$
|
(20,194)
|
|
|
$
|
(12,403)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
91
|
|
|
2,008
|
|
|
358
|
|
|
8,860
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
489
|
|
|
353
|
|
|
1,484
|
|
|
1,147
|
|
Net income (loss)
attributable to the company
|
(7,402)
|
|
|
727
|
|
|
(18,352)
|
|
|
(2,396)
|
|
Interest
expense
|
60
|
|
|
—
|
|
|
68
|
|
|
—
|
|
Amortization of loan
costs
|
10
|
|
|
—
|
|
|
23
|
|
|
—
|
|
Depreciation and
amortization
|
1,182
|
|
|
354
|
|
|
2,799
|
|
|
1,157
|
|
Income tax expense
(benefit)
|
475
|
|
|
220
|
|
|
9,723
|
|
|
780
|
|
Realized and
unrealized (gain) loss on investment in unconsolidated entity (net
of noncontrolling interest)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,328
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
(1)
|
(15)
|
|
|
2
|
|
|
(19)
|
|
|
(4)
|
|
EBITDA
|
(5,690)
|
|
|
1,303
|
|
|
(5,758)
|
|
|
865
|
|
Equity-based
compensation
|
2,092
|
|
|
2,742
|
|
|
8,440
|
|
|
11,512
|
|
Market change in
deferred compensation plan
|
6,737
|
|
|
(949)
|
|
|
10,410
|
|
|
(2,127)
|
|
Change in contingent
consideration fair value
|
1,066
|
|
|
—
|
|
|
1,066
|
|
|
—
|
|
Transaction
costs
|
593
|
|
|
826
|
|
|
2,906
|
|
|
2,006
|
|
Software
implementation costs
|
17
|
|
|
48
|
|
|
165
|
|
|
1,001
|
|
Reimbursed software
costs
|
(218)
|
|
|
—
|
|
|
(710)
|
|
|
—
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
Realized and
unrealized (gain) loss on derivatives
|
—
|
|
|
25
|
|
|
41
|
|
|
128
|
|
Legal and settlement
costs
|
(8)
|
|
|
—
|
|
|
470
|
|
|
—
|
|
Severance
costs
|
—
|
|
|
65
|
|
|
170
|
|
|
226
|
|
Amortization of hotel
signing fees and lock subsidies
|
174
|
|
|
—
|
|
|
174
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
Adjusted
EBITDA
|
$
|
4,814
|
|
|
$
|
4,060
|
|
|
$
|
17,425
|
|
|
$
|
13,674
|
|
|
(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
|
|
Year
Ended
|
|
December
31,
|
|
December
31,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Net income
(loss)
|
$
|
(7,982)
|
|
|
$
|
(1,634)
|
|
|
$
|
(20,194)
|
|
|
$
|
(12,403)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
91
|
|
|
2,008
|
|
|
358
|
|
|
8,860
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
489
|
|
|
353
|
|
|
1,484
|
|
|
1,147
|
|
Net income (loss)
attributable to the company
|
(7,402)
|
|
|
727
|
|
|
(18,352)
|
|
|
(2,396)
|
|
Depreciation and
amortization
|
1,182
|
|
|
354
|
|
|
2,799
|
|
|
1,157
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
(1)
|
(15)
|
|
|
2
|
|
|
(19)
|
|
|
(4)
|
|
Equity-based
compensation
|
2,092
|
|
|
2,742
|
|
|
8,440
|
|
|
11,512
|
|
Realized and
unrealized (gain) loss on investment in unconsolidated entity (net
of noncontrolling interest)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,328
|
|
Market change in
deferred compensation plan
|
6,737
|
|
|
(949)
|
|
|
10,410
|
|
|
(2,127)
|
|
Change in contingent
consideration fair value
|
1,066
|
|
|
—
|
|
|
1,066
|
|
|
—
|
|
Transaction
costs
|
593
|
|
|
826
|
|
|
2,906
|
|
|
2,006
|
|
Software
implementation costs
|
17
|
|
|
48
|
|
|
165
|
|
|
1,001
|
|
Reimbursed software
costs
|
(218)
|
|
|
—
|
|
|
(710)
|
|
|
—
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
Realized and
unrealized (gain) loss on derivatives
|
—
|
|
|
25
|
|
|
41
|
|
|
128
|
|
Legal and settlement
costs
|
(8)
|
|
|
—
|
|
|
470
|
|
|
—
|
|
Adjustment to income
tax expense from restructuring and tax reform
(2)
|
630
|
|
|
—
|
|
|
8,433
|
|
|
—
|
|
Severance
costs
|
—
|
|
|
65
|
|
|
170
|
|
|
226
|
|
Amortization of hotel
signing fees and lock subsidies
|
174
|
|
|
—
|
|
|
174
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
Adjusted net
income
|
$
|
4,899
|
|
|
$
|
3,840
|
|
|
$
|
16,044
|
|
|
$
|
12,894
|
|
Adjusted net
income per diluted share available to common
stockholders
|
$
|
1.90
|
|
|
$
|
1.69
|
|
|
$
|
6.74
|
|
|
$
|
5.67
|
|
Weighted average
diluted shares
|
2,572
|
|
|
2,273
|
|
|
2,381
|
|
|
2,275
|
|
|
|
|
|
|
|
|
|
Components of
weighted average diluted shares
|
|
|
|
|
|
|
|
Common
shares
|
2,072
|
|
|
2,019
|
|
|
2,037
|
|
|
2,017
|
|
Deferred compensation
plan
|
208
|
|
|
210
|
|
|
209
|
|
|
210
|
|
Stock
options
|
243
|
|
|
—
|
|
|
99
|
|
|
8
|
|
OpenKey put
option
|
23
|
|
|
43
|
|
|
30
|
|
|
39
|
|
J&S put
option
|
26
|
|
|
—
|
|
|
6
|
|
|
—
|
|
Pre-spin equity
grants
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Weighted average
diluted shares
|
2,572
|
|
|
2,273
|
|
|
2,381
|
|
|
2,275
|
|
|
(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)
Represents the impact of our second quarter 2017 legal entity
restructuring and the Tax Cuts and Jobs Act enacted in December
2017 on income tax expense for the periods presented.
|
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, 2017
|
|
Three Months Ended
December 31, 2016
|
|
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
|
$
|
8,704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,704
|
|
|
$
|
8,858
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,858
|
|
Incentive advisory
fee - Trust
|
453
|
|
|
—
|
|
|
—
|
|
|
453
|
|
|
1,809
|
|
|
—
|
|
|
—
|
|
|
1,809
|
|
Reimbursable expenses
- Trust
|
1,698
|
|
|
—
|
|
|
—
|
|
|
1,698
|
|
|
1,413
|
|
|
—
|
|
|
—
|
|
|
1,413
|
|
Non-cash
stock/unit-based compensation - Trust
|
3,329
|
|
|
—
|
|
|
—
|
|
|
3,329
|
|
|
3,894
|
|
|
—
|
|
|
—
|
|
|
3,894
|
|
Base advisory fee -
Prime
|
2,220
|
|
|
—
|
|
|
—
|
|
|
2,220
|
|
|
2,009
|
|
|
—
|
|
|
—
|
|
|
2,009
|
|
Incentive advisory
fee - Prime
|
318
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
Reimbursable expenses
- Prime
|
553
|
|
|
—
|
|
|
—
|
|
|
553
|
|
|
770
|
|
|
—
|
|
|
—
|
|
|
770
|
|
Non-cash
stock/unit-based compensation - Prime
|
616
|
|
|
—
|
|
|
—
|
|
|
616
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
594
|
|
Other advisory
revenue - Prime
|
131
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Audio
visual
|
—
|
|
|
9,186
|
|
|
—
|
|
|
9,186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
1,657
|
|
|
801
|
|
|
—
|
|
|
2,458
|
|
|
83
|
|
|
17
|
|
|
—
|
|
|
100
|
|
Total
revenue
|
19,679
|
|
|
9,987
|
|
|
—
|
|
|
29,666
|
|
|
19,491
|
|
|
17
|
|
|
—
|
|
|
19,508
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
1,592
|
|
|
7,382
|
|
|
8,974
|
|
|
—
|
|
|
432
|
|
|
7,360
|
|
|
7,792
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
6,737
|
|
|
6,737
|
|
|
—
|
|
|
—
|
|
|
(949)
|
|
|
(949)
|
|
REIT non-cash
stock/unit-based compensation expense
|
3,945
|
|
|
—
|
|
|
—
|
|
|
3,945
|
|
|
4,488
|
|
|
—
|
|
|
—
|
|
|
4,488
|
|
AINC non-cash
stock/unit-based compensation expense
|
—
|
|
|
12
|
|
|
2,087
|
|
|
2,099
|
|
|
—
|
|
|
61
|
|
|
2,743
|
|
|
2,804
|
|
Reimbursable
expenses
|
2,251
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
|
2,183
|
|
|
—
|
|
|
—
|
|
|
2,183
|
|
Cost of audio visual
revenues
|
—
|
|
|
7,757
|
|
|
—
|
|
|
7,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
—
|
|
|
1,433
|
|
|
1,508
|
|
|
2,941
|
|
|
—
|
|
|
344
|
|
|
2,105
|
|
|
2,449
|
|
Depreciation and
amortization
|
376
|
|
|
344
|
|
|
171
|
|
|
891
|
|
|
142
|
|
|
7
|
|
|
210
|
|
|
359
|
|
Other
|
—
|
|
|
469
|
|
|
1,066
|
|
|
1,535
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
operating expenses
|
6,572
|
|
|
11,607
|
|
|
18,951
|
|
|
37,130
|
|
|
6,813
|
|
|
844
|
|
|
11,469
|
|
|
19,126
|
|
OPERATING INCOME
(LOSS)
|
13,107
|
|
|
(1,620)
|
|
|
(18,951)
|
|
|
(7,464)
|
|
|
12,678
|
|
|
(827)
|
|
|
(11,469)
|
|
|
382
|
|
Other
|
—
|
|
|
(134)
|
|
|
91
|
|
|
(43)
|
|
|
—
|
|
|
1
|
|
|
(1,797)
|
|
|
(1,796)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
13,107
|
|
|
(1,754)
|
|
|
(18,860)
|
|
|
(7,507)
|
|
|
12,678
|
|
|
(826)
|
|
|
(13,266)
|
|
|
(1,414)
|
|
Income tax (expense)
benefit
|
(5,429)
|
|
|
280
|
|
|
4,674
|
|
|
(475)
|
|
|
(4,551)
|
|
|
—
|
|
|
4,331
|
|
|
(220)
|
|
NET INCOME
(LOSS)
|
7,678
|
|
|
(1,474)
|
|
|
(14,186)
|
|
|
(7,982)
|
|
|
8,127
|
|
|
(826)
|
|
|
(8,935)
|
|
|
(1,634)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
166
|
|
|
1,842
|
|
|
2,008
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
474
|
|
|
15
|
|
|
489
|
|
|
—
|
|
|
355
|
|
|
(2)
|
|
|
353
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
7,678
|
|
|
$
|
(909)
|
|
|
$
|
(14,171)
|
|
|
$
|
(7,402)
|
|
|
$
|
8,127
|
|
|
$
|
(305)
|
|
|
$
|
(7,095)
|
|
|
$
|
727
|
|
Interest
expense
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Depreciation and
amortization
|
376
|
|
|
635
|
|
|
171
|
|
|
1,182
|
|
|
142
|
|
|
3
|
|
|
209
|
|
|
354
|
|
Income tax expense
(benefit)
|
5,429
|
|
|
(280)
|
|
|
(4,674)
|
|
|
475
|
|
|
4,551
|
|
|
—
|
|
|
(4,331)
|
|
|
220
|
|
Net income (loss)
attributable to redeemable noncontrolling interests (1)
|
—
|
|
|
—
|
|
|
(15)
|
|
|
(15)
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
EBITDA
|
13,483
|
|
|
(484)
|
|
|
(18,689)
|
|
|
(5,690)
|
|
|
12,820
|
|
|
(302)
|
|
|
(11,215)
|
|
|
1,303
|
|
Equity-based
compensation
|
—
|
|
|
5
|
|
|
2,087
|
|
|
2,092
|
|
|
—
|
|
|
—
|
|
|
2,742
|
|
|
2,742
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
6,737
|
|
|
6,737
|
|
|
—
|
|
|
—
|
|
|
(949)
|
|
|
(949)
|
|
Change in contingent
consideration fair value
|
—
|
|
|
—
|
|
|
1,066
|
|
|
1,066
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
3
|
|
|
590
|
|
|
593
|
|
|
—
|
|
|
—
|
|
|
826
|
|
|
826
|
|
Software
implementation costs
|
16
|
|
|
—
|
|
|
1
|
|
|
17
|
|
|
45
|
|
|
—
|
|
|
3
|
|
|
48
|
|
Reimbursed software
costs, net
|
(218)
|
|
|
—
|
|
|
—
|
|
|
(218)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Realized and
unrealized (gain) loss on derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
(8)
|
|
|
(8)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Severance
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
65
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
174
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
13,281
|
|
|
(251)
|
|
|
(8,216)
|
|
|
4,814
|
|
|
12,865
|
|
|
(302)
|
|
|
(8,503)
|
|
|
4,060
|
|
Interest
expense
|
—
|
|
|
(60)
|
|
|
—
|
|
|
(60)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
—
|
|
|
(10)
|
|
|
—
|
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax benefit
(expense)
|
(5,429)
|
|
|
280
|
|
|
4,674
|
|
|
(475)
|
|
|
(4,551)
|
|
|
—
|
|
|
4,331
|
|
|
(220)
|
|
Adjustment to income
tax expense from restructuring and tax reform
|
—
|
|
|
—
|
|
|
630
|
|
|
630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted net
income (loss)
|
$
|
7,852
|
|
|
$
|
(41)
|
|
|
$
|
(2,912)
|
|
|
$
|
4,899
|
|
|
$
|
8,314
|
|
|
$
|
(302)
|
|
|
$
|
(4,172)
|
|
|
$
|
3,840
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(2)
|
$
|
3.05
|
|
|
$
|
(0.02)
|
|
|
$
|
(1.13)
|
|
|
$
|
1.90
|
|
|
$
|
3.66
|
|
|
$
|
(0.13)
|
|
|
$
|
(1.84)
|
|
|
$
|
1.69
|
|
Weighted average
diluted shares
|
2,572
|
|
|
2,572
|
|
|
2,572
|
|
|
2,572
|
|
|
2,273
|
|
|
2,273
|
|
|
2,273
|
|
|
2,273
|
|
________
|
(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)
|
|
|
Year Ended
December 31, 2017
|
|
Year Ended
December 31, 2016
|
|
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
|
$
|
34,724
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,724
|
|
|
$
|
34,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,700
|
|
Incentive advisory
fee - Trust
|
1,809
|
|
|
—
|
|
|
—
|
|
|
1,809
|
|
|
1,809
|
|
|
—
|
|
|
—
|
|
|
1,809
|
|
Reimbursable expenses
- Trust
|
7,600
|
|
|
—
|
|
|
—
|
|
|
7,600
|
|
|
6,054
|
|
|
—
|
|
|
—
|
|
|
6,054
|
|
Non-cash
stock/unit-based compensation - Trust
|
11,077
|
|
|
—
|
|
|
—
|
|
|
11,077
|
|
|
8,429
|
|
|
—
|
|
|
—
|
|
|
8,429
|
|
Base advisory fee -
Prime
|
8,799
|
|
|
—
|
|
|
—
|
|
|
8,799
|
|
|
8,343
|
|
|
—
|
|
|
—
|
|
|
8,343
|
|
Incentive advisory
fee - Prime
|
1,274
|
|
|
—
|
|
|
—
|
|
|
1,274
|
|
|
1,274
|
|
|
—
|
|
|
—
|
|
|
1,274
|
|
Reimbursable expenses
- Prime
|
2,105
|
|
|
—
|
|
|
—
|
|
|
2,105
|
|
|
2,805
|
|
|
—
|
|
|
—
|
|
|
2,805
|
|
Non-cash
stock/unit-based compensation - Prime
|
(1,683)
|
|
|
—
|
|
|
—
|
|
|
(1,683)
|
|
|
3,814
|
|
|
—
|
|
|
—
|
|
|
3,814
|
|
Other advisory
revenue - Prime
|
277
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Audio
visual
|
—
|
|
|
9,186
|
|
|
—
|
|
|
9,186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
4,006
|
|
|
2,399
|
|
|
—
|
|
|
6,405
|
|
|
335
|
|
|
44
|
|
|
—
|
|
|
379
|
|
Total
revenue
|
69,988
|
|
|
11,585
|
|
|
—
|
|
|
81,573
|
|
|
67,563
|
|
|
44
|
|
|
—
|
|
|
67,607
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
3,351
|
|
|
28,561
|
|
|
31,912
|
|
|
—
|
|
|
1,447
|
|
|
28,275
|
|
|
29,722
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
10,410
|
|
|
10,410
|
|
|
—
|
|
|
—
|
|
|
(2,127)
|
|
|
(2,127)
|
|
REIT non-cash
stock/unit-based compensation expense
|
9,394
|
|
|
—
|
|
|
—
|
|
|
9,394
|
|
|
12,243
|
|
|
—
|
|
|
—
|
|
|
12,243
|
|
AINC non-cash
stock/unit-based compensation expense
|
—
|
|
|
39
|
|
|
8,430
|
|
|
8,469
|
|
|
—
|
|
|
61
|
|
|
11,512
|
|
|
11,573
|
|
Reimbursable
expenses
|
9,705
|
|
|
—
|
|
|
—
|
|
|
9,705
|
|
|
8,859
|
|
|
—
|
|
|
—
|
|
|
8,859
|
|
Cost of audio visual
revenues
|
—
|
|
|
7,757
|
|
|
—
|
|
|
7,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
—
|
|
|
2,998
|
|
|
5,698
|
|
|
8,696
|
|
|
—
|
|
|
1,396
|
|
|
7,224
|
|
|
8,620
|
|
Depreciation and
amortization
|
1,373
|
|
|
394
|
|
|
760
|
|
|
2,527
|
|
|
298
|
|
|
24
|
|
|
852
|
|
|
1,174
|
|
Impairment
|
1,041
|
|
|
—
|
|
|
31
|
|
|
1,072
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
1,087
|
|
|
1,066
|
|
|
2,153
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
operating expenses
|
21,513
|
|
|
15,626
|
|
|
54,956
|
|
|
92,095
|
|
|
21,400
|
|
|
2,928
|
|
|
45,736
|
|
|
70,064
|
|
OPERATING INCOME
(LOSS)
|
48,475
|
|
|
(4,041)
|
|
|
(54,956)
|
|
|
(10,522)
|
|
|
46,163
|
|
|
(2,884)
|
|
|
(45,736)
|
|
|
(2,457)
|
|
Other
|
—
|
|
|
(181)
|
|
|
232
|
|
|
51
|
|
|
—
|
|
|
(30)
|
|
|
(9,136)
|
|
|
(9,166)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
48,475
|
|
|
(4,222)
|
|
|
(54,724)
|
|
|
(10,471)
|
|
|
46,163
|
|
|
(2,914)
|
|
|
(54,872)
|
|
|
(11,623)
|
|
Income tax (expense)
benefit
|
(18,324)
|
|
|
280
|
|
|
8,321
|
|
|
(9,723)
|
|
|
(16,684)
|
|
|
—
|
|
|
15,904
|
|
|
(780)
|
|
NET INCOME
(LOSS)
|
30,151
|
|
|
(3,942)
|
|
|
(46,403)
|
|
|
(20,194)
|
|
|
29,479
|
|
|
(2,914)
|
|
|
(38,968)
|
|
|
(12,403)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
504
|
|
|
(146)
|
|
|
358
|
|
|
—
|
|
|
850
|
|
|
8,010
|
|
|
8,860
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
1,465
|
|
|
19
|
|
|
1,484
|
|
|
—
|
|
|
1,143
|
|
|
4
|
|
|
1,147
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
30,151
|
|
|
$
|
(1,973)
|
|
|
$
|
(46,530)
|
|
|
$
|
(18,352)
|
|
|
$
|
29,479
|
|
|
$
|
(921)
|
|
|
$
|
(30,954)
|
|
|
$
|
(2,396)
|
|
Interest
expense
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Depreciation and
amortization
|
1,373
|
|
|
666
|
|
|
760
|
|
|
2,799
|
|
|
298
|
|
|
7
|
|
|
852
|
|
|
1,157
|
|
Income tax expense
(benefit)
|
18,324
|
|
|
(280)
|
|
|
(8,321)
|
|
|
9,723
|
|
|
16,684
|
|
|
—
|
|
|
(15,904)
|
|
|
780
|
|
Realized and
unrealized (gain) loss on investment in unconsolidated entity (net
of noncontrolling interest)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,328
|
|
|
1,328
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
(1)
|
—
|
|
|
—
|
|
|
(19)
|
|
|
(19)
|
|
|
—
|
|
|
—
|
|
|
(4)
|
|
|
(4)
|
|
EBITDA
|
49,848
|
|
|
(1,496)
|
|
|
(54,110)
|
|
|
(5,758)
|
|
|
46,461
|
|
|
(914)
|
|
|
(44,682)
|
|
|
865
|
|
Equity-based
compensation
|
—
|
|
|
10
|
|
|
8,430
|
|
|
8,440
|
|
|
—
|
|
|
—
|
|
|
11,512
|
|
|
11,512
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
10,410
|
|
|
10,410
|
|
|
—
|
|
|
—
|
|
|
(2,127)
|
|
|
(2,127)
|
|
Change in contingent
consideration fair value
|
—
|
|
|
—
|
|
|
1,066
|
|
|
1,066
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
170
|
|
|
2,736
|
|
|
2,906
|
|
|
—
|
|
|
—
|
|
|
2,006
|
|
|
2,006
|
|
Software
implementation costs
|
160
|
|
|
—
|
|
|
5
|
|
|
165
|
|
|
972
|
|
|
—
|
|
|
29
|
|
|
1,001
|
|
Reimbursed software
costs, net
|
(741)
|
|
|
—
|
|
|
31
|
|
|
(710)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
63
|
|
Realized and
unrealized (gain) loss on derivatives
|
—
|
|
|
—
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
128
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
470
|
|
|
470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Severance
costs
|
—
|
|
|
88
|
|
|
82
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|
226
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
174
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
49,267
|
|
|
(1,003)
|
|
|
(30,839)
|
|
|
17,425
|
|
|
47,433
|
|
|
(914)
|
|
|
(32,845)
|
|
|
13,674
|
|
Interest
expense
|
—
|
|
|
(68)
|
|
|
—
|
|
|
(68)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
—
|
|
|
(23)
|
|
|
—
|
|
|
(23)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax benefit
(expense)
|
(18,324)
|
|
|
280
|
|
|
8,321
|
|
|
(9,723)
|
|
|
(16,684)
|
|
|
—
|
|
|
15,904
|
|
|
(780)
|
|
Adjustment to income
tax expense from restructuring and tax reform
|
—
|
|
|
—
|
|
|
8,433
|
|
|
8,433
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted net
income (loss)
|
$
|
30,943
|
|
|
$
|
(814)
|
|
|
$
|
(14,085)
|
|
|
$
|
16,044
|
|
|
$
|
30,749
|
|
|
$
|
(914)
|
|
|
$
|
(16,941)
|
|
|
$
|
12,894
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(2)
|
$
|
13.00
|
|
|
$
|
(0.34)
|
|
|
$
|
(5.92)
|
|
|
$
|
6.74
|
|
|
$
|
13.52
|
|
|
$
|
(0.40)
|
|
|
$
|
(7.45)
|
|
|
$
|
5.67
|
|
Weighted average
diluted shares
|
2,381
|
|
|
2,381
|
|
|
2,381
|
|
|
2,381
|
|
|
2,275
|
|
|
2,275
|
|
|
2,275
|
|
|
2,275
|
|
________
|
(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
December 31, 2017
|
|
Three Months Ended
December 31, 2016
|
|
J&S
|
|
Pure
Rooms
|
|
OpenKey
|
|
Hospitality
Products & Services
|
|
J&S
|
|
Pure
Rooms
|
|
OpenKey
|
|
Hospitality
Products & Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio
visual
|
$
|
9,186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other
|
—
|
|
|
614
|
|
|
187
|
|
|
801
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
Total
revenue
|
9,186
|
|
|
614
|
|
|
187
|
|
|
9,987
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
868
|
|
|
171
|
|
|
553
|
|
|
1,592
|
|
|
—
|
|
|
—
|
|
|
432
|
|
|
432
|
|
Equity based
compensation
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
Cost of audio visual
revenues
|
7,757
|
|
|
—
|
|
|
—
|
|
|
7,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
1,030
|
|
|
104
|
|
|
299
|
|
|
1,433
|
|
|
—
|
|
|
—
|
|
|
344
|
|
|
344
|
|
Depreciation and
amortization
|
319
|
|
|
17
|
|
|
8
|
|
|
344
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
Other
|
—
|
|
|
303
|
|
|
166
|
|
|
469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
operating expenses
|
9,974
|
|
|
595
|
|
|
1,038
|
|
|
11,607
|
|
|
—
|
|
|
—
|
|
|
844
|
|
|
844
|
|
OPERATING INCOME
(LOSS)
|
(788)
|
|
|
19
|
|
|
(851)
|
|
|
(1,620)
|
|
|
—
|
|
|
—
|
|
|
(827)
|
|
|
(827)
|
|
Other
|
(121)
|
|
|
(9)
|
|
|
(4)
|
|
|
(134)
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
(909)
|
|
|
10
|
|
|
(855)
|
|
|
(1,754)
|
|
|
—
|
|
|
—
|
|
|
(826)
|
|
|
(826)
|
|
Income tax (expense)
benefit
|
252
|
|
|
28
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
NET INCOME
(LOSS)
|
(657)
|
|
|
38
|
|
|
(855)
|
|
|
(1,474)
|
|
|
—
|
|
|
—
|
|
|
(826)
|
|
|
(826)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
(49)
|
|
|
(2)
|
|
|
142
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
166
|
|
|
166
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
136
|
|
|
—
|
|
|
338
|
|
|
474
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
355
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
(570)
|
|
|
$
|
36
|
|
|
$
|
(375)
|
|
|
$
|
(909)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(305)
|
|
|
$
|
(305)
|
|
Interest
expense
|
58
|
|
|
2
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
5
|
|
|
4
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Depreciation and
amortization
|
608
|
|
|
24
|
|
|
3
|
|
|
635
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
Income tax expense
(benefit)
|
(252)
|
|
|
(28)
|
|
|
—
|
|
|
(280)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EBITDA
|
(151)
|
|
|
38
|
|
|
(371)
|
|
|
(484)
|
|
|
—
|
|
|
—
|
|
|
(302)
|
|
|
(302)
|
|
Equity-based
compensation
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Severance
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
152
|
|
|
—
|
|
|
22
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
51
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
52
|
|
|
41
|
|
|
(344)
|
|
|
(251)
|
|
|
—
|
|
|
—
|
|
|
(302)
|
|
|
(302)
|
|
Interest
expense
|
(58)
|
|
|
(2)
|
|
|
—
|
|
|
(60)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
(5)
|
|
|
(4)
|
|
|
(1)
|
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax benefit
(expense)
|
252
|
|
|
28
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted net
income (loss)
|
$
|
241
|
|
|
$
|
63
|
|
|
$
|
(345)
|
|
|
$
|
(41)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(302)
|
|
|
$
|
(302)
|
|
Adjusted net
income (loss) per diluted share available to common
stockholders
|
$
|
0.09
|
|
|
$
|
0.02
|
|
|
$
|
(0.13)
|
|
|
$
|
(0.02)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.13)
|
|
|
$
|
(0.13)
|
|
Weighted average
diluted shares
|
2,572
|
|
|
2,572
|
|
|
2,572
|
|
|
2,572
|
|
|
2,273
|
|
|
2,273
|
|
|
2,273
|
|
|
2,273
|
|
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, 2017
|
|
Year Ended
December 31, 2016
|
|
J&S
|
|
Pure
Rooms
|
|
OpenKey
|
|
Hospitality
Products & Services
|
|
J&S
|
|
Pure
Rooms
|
|
OpenKey
|
|
Hospitality
Products & Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio
visual
|
$
|
9,186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other
|
—
|
|
|
2,072
|
|
|
327
|
|
|
2,399
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
Total
revenue
|
9,186
|
|
|
2,072
|
|
|
327
|
|
|
11,585
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
44
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
868
|
|
|
667
|
|
|
1,816
|
|
|
3,351
|
|
|
—
|
|
|
—
|
|
|
1,447
|
|
|
1,447
|
|
Equity based
compensation
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
61
|
|
Cost of revenues for
audio visual
|
7,757
|
|
|
—
|
|
|
—
|
|
|
7,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
1,030
|
|
|
537
|
|
|
1,431
|
|
|
2,998
|
|
|
—
|
|
|
—
|
|
|
1,396
|
|
|
1,396
|
|
Depreciation and
amortization
|
319
|
|
|
50
|
|
|
25
|
|
|
394
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
Other
|
—
|
|
|
895
|
|
|
192
|
|
|
1,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
operating expenses
|
9,974
|
|
|
2,149
|
|
|
3,503
|
|
|
15,626
|
|
|
—
|
|
|
—
|
|
|
2,928
|
|
|
2,928
|
|
OPERATING INCOME
(LOSS)
|
(788)
|
|
|
(77)
|
|
|
(3,176)
|
|
|
(4,041)
|
|
|
—
|
|
|
—
|
|
|
(2,884)
|
|
|
(2,884)
|
|
Other
|
(121)
|
|
|
(29)
|
|
|
(31)
|
|
|
(181)
|
|
|
—
|
|
|
—
|
|
|
(30)
|
|
|
(30)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
(909)
|
|
|
(106)
|
|
|
(3,207)
|
|
|
(4,222)
|
|
|
—
|
|
|
—
|
|
|
(2,914)
|
|
|
(2,914)
|
|
Income tax (expense)
benefit
|
252
|
|
|
28
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
NET INCOME
(LOSS)
|
(657)
|
|
|
(78)
|
|
|
(3,207)
|
|
|
(3,942)
|
|
|
—
|
|
|
—
|
|
|
(2,914)
|
|
|
(2,914)
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
(49)
|
|
|
38
|
|
|
515
|
|
|
504
|
|
|
—
|
|
|
—
|
|
|
850
|
|
|
850
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
136
|
|
|
—
|
|
|
1,329
|
|
|
1,465
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
1,143
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
(570)
|
|
|
(40)
|
|
|
(1,363)
|
|
|
(1,973)
|
|
|
—
|
|
|
—
|
|
|
(921)
|
|
|
(921)
|
|
Interest
expense
|
58
|
|
|
10
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
5
|
|
|
10
|
|
|
8
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Depreciation and
amortization
|
608
|
|
|
47
|
|
|
11
|
|
|
666
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
Income tax expense
(benefit)
|
(252)
|
|
|
(28)
|
|
|
—
|
|
|
(280)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
EBITDA
|
(151)
|
|
|
(1)
|
|
|
(1,344)
|
|
|
(1,496)
|
|
|
—
|
|
|
—
|
|
|
(914)
|
|
|
(914)
|
|
Equity-based
compensation
|
—
|
|
|
—
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Severance
costs
|
—
|
|
|
88
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
152
|
|
|
—
|
|
|
22
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency
transactions (gain) loss
|
51
|
|
|
—
|
|
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted
EBITDA
|
52
|
|
|
257
|
|
|
(1,312)
|
|
|
(1,003)
|
|
|
—
|
|
|
—
|
|
|
(914)
|
|
|
(914)
|
|
Interest
expense
|
(58)
|
|
|
(10)
|
|
|
—
|
|
|
(68)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of loan
costs
|
(5)
|
|
|
(10)
|
|
|
(8)
|
|
|
(23)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Income tax benefit
(expense)
|
252
|
|
|
28
|
|
|
—
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Adjusted net
income (loss)
|
$
|
241
|
|
|
$
|
265
|
|
|
$
|
(1,320)
|
|
|
$
|
(814)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(914)
|
|
|
$
|
(914)
|
|
Adjusted net
income (loss) per diluted share available to common
stockholders
|
$
|
0.10
|
|
|
$
|
0.11
|
|
|
$
|
(0.55)
|
|
|
$
|
(0.34)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.40)
|
|
|
$
|
(0.40)
|
|
Weighted average
diluted shares
|
2,381
|
|
|
2,381
|
|
|
2,381
|
|
|
2,381
|
|
|
2,275
|
|
|
2,275
|
|
|
2,275
|
|
|
2,275
|
|
View original
content:http://www.prnewswire.com/news-releases/ashford-reports-fourth-quarter-and-year-end-2017-results-300607163.html
SOURCE Ashford Inc.