DALLAS, Aug. 1, 2019 /PRNewswire/ -- Ashford Inc. (NYSE
American: AINC) ("Ashford" or the "Company") today reported the
following results and performance measures for the second quarter
ended June 30, 2019. Unless
otherwise stated, all reported results compare the second quarter
ended June 30, 2019, with the second
quarter ended June 30, 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 three primary areas:
-
- Expanding existing platforms accretively, and accelerating
performance to earn incentive fees;
- Starting new platforms for additional base and incentive fees;
and
- 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 common stockholders for the second
quarter of 2019 totaled $3.2 million,
or $3.00 per diluted share, compared
with net income of $9.0 million, or
$0.93 per diluted share, in the
prior-year quarter. Adjusted net income for the second
quarter was $8.7 million, or
$2.04 per diluted share, compared
with $9.5 million, or $3.61 per diluted share, in the prior-year
quarter.
- Total revenue for the second quarter of 2019 was $63.5 million, reflecting a growth rate of 16%
over the prior-year quarter.
- Adjusted EBITDA for the second quarter was $9.6 million.
- At the end of the second quarter of 2019, the Company had
approximately $8.2 billion of gross
assets under management.
- During the quarter, the Company signed a definitive agreement
to acquire the Hotel Management business of privately-held
Remington Holdings, LP.
- Subsequent to the end of the quarter, the Company closed on the
acquisition of Sebago for $7 million,
which equates to an implied trailing 12-month Adjusted EBITDA
multiple of 4.4x.
- As of June 30, 2019, the Company
had corporate cash of $38.2
million.
AGREEMENT TO ACQUIRE REMINGTON'S HOTEL MANAGEMENT
BUSINESS
On June 3, 2019, the
Company announced that it had signed a definitive agreement to
acquire the Hotel Management business of privately-held Remington
Holdings, LP ("Remington"). The proposed acquisition of Remington's
high-margin, low-capex Hotel Management business is expected to
close sometime in the fourth quarter of 2019. The transaction is
expected to be immediately accretive to adjusted net income per
share and will immediately add scale, diversification and an
enhanced competitive position for Ashford. It will also expand 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, moving forward, the potential to expand business to other
third-party clients.
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 almost 90 hotels with over 17,400
rooms of full-service and select-service properties representing
over a dozen brands across 28 states as well as the District of Columbia. 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.
ENHANCED RETURN FUNDING PROGRAM WITH BRAEMAR
During
the first quarter of 2019, the Company announced that it entered
into an agreement with Braemar for the new Enhanced Return Funding
Program ("ERFP" or the "Program"). Under the Program, the
Company has agreed to provide up to $50
million in connection with the acquisition by Braemar of
additional hotels. Ashford will provide 10% of the purchase price
of each hotel acquired by Braemar up to $500
million in total acquisitions and, to date, Braemar has
acquired one hotel for $103 million
under the Program. The Program is expected to generate attractive
returns on invested capital for Ashford via incremental base
advisory fees, potential incentive fees, fees for various products
and services offered, and tax savings.
ENHANCED RETURN FUNDING PROGRAM WITH ASHFORD
TRUST
During the second quarter of 2018, the Company entered
into an agreement with Ashford Trust for an ERFP. Similar to the
Braemar Program, under the Program with Trust, the Company agreed
to provide $50 million in connection
with the acquisition by Trust of additional hotels. Ashford will
provide 10% of the purchase price of each hotel acquired by Trust,
and, to date, Trust has completed four acquisitions totaling
$406 million under the ERFP, which
amounts to approximately 80% committed utilization of the
$50 million of ERFP funding from
Ashford Inc.
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 provides project oversight,
coordination, planning, and execution of renovation, capital
expenditure or ground-up development projects. Its operations are
responsible for managing and implementing substantially all capital
improvements at Ashford Trust and Braemar hotels. Additionally, it
has extensive experience working with many of the major hotel
brands in the areas of renovating, converting, developing or
repositioning hotels. Premier generated $7.7
million of revenue and $3.5
million of Adjusted EBITDA in the second quarter, including
$347,000 of revenue from its new
architectural services initiative.
On May 15, 2019, Donald R. Kelly was appointed Co-Chief Executive
Officer to work alongside Mark Matz,
who was promoted from Co-President and Chief Operating Officer to
Co-Chief Executive Officer and Chief Operating Officer, to lead
Premier's new growth initiatives.
JSAV UPDATE
The Company owns a controlling interest in
a privately-held company that conducts the business of JSAV in
the United States, Mexico, and the Dominican Republic ("JSAV"). 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. During the
second quarter, JSAV had revenue growth of 29% compared to the
prior-year period. Additionally, at the end of the second
quarter, JSAV had multi-year contracts in place with 93 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. 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, the
Caribbean, and the U.S. To that
end, with the commencement of ferry transportation services and
beach and watersports services to the Westin St. John in January,
continued beach and watersports services to the Ritz-Carlton St.
Thomas Club - the timeshare and rental property adjacent to the
Ritz-Carlton St. Thomas hotel - and increased direct bookings and
private charter business, in the second quarter, RED Hospitality
generated $1.9 million of revenue and
$490,000 of Adjusted EBITDA. Second
quarter revenue growth was 397% compared to the prior-year period,
and Adjusted EBITDA growth was 579% compared to the prior-year
period.
ACQUISITION OF SEBAGO
On July
23, 2019, the Company announced that RED Hospitality
completed the acquisition of substantially all of the assets of
Sebago, a leading provider of watersports activities and excursion
services based in Key West,
Florida for approximately $2.5
million in cash and $4.5
million of Ashford common stock (excluding transaction costs
and working capital adjustments). Based on unaudited financials
provided by the seller, Sebago's Adjusted EBITDA for the trailing
twelve-month period ended April 30,
2019 was $1.6 million. The
implied Adjusted EBITDA multiple based on the total purchase price
is 4.4x which the Company believes represents an attractive
potential return on investment. After giving effect to the
transaction, Ashford will own an approximately 84% interest in the
common equity of RED Hospitality.
With over 25 years of operating history, Sebago provides
watersports activities and excursion services in the Key West market. Sebago's watersports
activities and excursion services include sunset sails, reef
snorkeling, kayak tours, jet ski tours, and all-day adventure tours
combining the best of all their excursion products. Sebago has a
leading brand with 3 of the top 10 ranked tours on
TripAdvisor. Sebago's sales booths are well-located
across the Key West market, and
they have ideal dock locations for marketing and boarding the
company's tours in the Key West Bight marina – a hub of tourism
centrally located in Key West.
Based on local regulations, significant barriers to entry exist for
this competitive market including the transfer of boat slips, the
supply of boat slips for commercial use, and physical limitations
to expanding the Key West Bight marina. The Company believes the
brand recognition, existing employee base, lead time to replicate
existing assets, and other significant barriers to entry support
Sebago's competitive advantage and future growth potential.
FINANCIAL RESULTS
Net loss attributable to common
stockholders for the quarter totaled $3.2
million, or $3.00 per diluted
share, compared with net income of $9.0
million, or $0.93 per diluted
share, in the prior-year quarter. Adjusted net income for the
quarter was $8.7 million, or
$2.04 per diluted share, compared
with $9.5 million, or $3.61 per diluted share in the prior-year
quarter.
For the quarter ended June 30,
2019, base advisory fee revenue was $11.2 million. The base advisory fee
revenue in the second quarter was comprised of $8.4 million from Ashford Trust and $2.8 million from Braemar.
Adjusted EBITDA for the quarter was $9.6
million.
CAPITAL STRUCTURE
At the end of the second quarter of
2019, the Company had approximately $8.2
billion of gross assets under management from its advised
platforms. The Company had corporate cash of $38.2 million, 2.8 million fully diluted shares,
and a current fully diluted equity market capitalization of
approximately $94 million. The
Company's financial results include 1.45 million common shares
associated with its Series B convertible preferred stock. The
Company had $25.1 million of loans at
June 30, 2019, of which approximately
$3.2 million related to its joint
venture partners' share of those loans.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
- During the quarter, Ashford Trust refinanced its loan on the
Ashton Hotel for approximately $8.9
million.
BRAEMAR HOTELS & RESORTS HIGHLIGHTS
- Subsequent to quarter end, Braemar opened The Notary Hotel, an
Autograph Collection property, in downtown Philadelphia after a multi-million dollar
conversion of its Courtyard Downtown Philadelphia.
- Subsequent to quarter end, Braemar announced the planned
opening of The Clancy, an Autograph Collection property, in
downtown San Francisco after a
multi-million dollar conversion of its Courtyard San Francisco
Downtown.
"We are pleased with our second quarter 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. "To this end, the proposed acquisition
of Remington's Hotel Management business will immediately add
scale, diversification and an enhanced competitive position for
Ashford in the hospitality industry. It will also expand the
breadth of services we offer to our advised REITs as well as the
potential to expand business to third-party clients. We are also
pleased with the progress of our Enhanced Return Funding Programs
with our advised platforms. To date, the ERFP initiative has
resulted in the acquisition of five high-quality hotels totaling
over $500 million in new assets, and
these two Programs should continue to create substantial growth in
assets under management for us while also delivering attractive
returns to our shareholders and the shareholders of our advised
platforms. Adding hotel management to our growing list of
service businesses should significantly increase our returns from
the ERFP. Looking ahead to the remainder of 2019, we remain
committed to maximizing value for our shareholders as we look 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."
The Company plans to host an Investor Day on October 3, 2019 at the St. Regis Hotel in New
York City. More information will be forthcoming about this
event.
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company
will conduct a conference call on Friday,
August 2, 2019, at 12:00 p.m.
ET. The number for this interactive teleconference
is (323) 794-2597. A replay of the conference call will
be available through Friday, August 9,
2019, by dialing (719) 457-0820 and entering the
confirmation number 5922675.
The Company will also provide an online simulcast and
rebroadcast of its second 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 Friday, August 2,
2019, beginning at 12:00 p.m.
ET. The online replay will follow shortly after the
call and continue for approximately one year.
Included in this press release are certain supplemental measures
of performance which are not measures of operating performance
under GAAP, to assist investors in evaluating the Company's
historical or future financial performance. These supplemental
measures include adjusted earnings before interest, tax,
depreciation and amortization ("Adjusted EBITDA") and Adjusted Net
Income. We believe that Adjusted EBITDA and Adjusted Net Income
provide investors and management with a meaningful indicator of
operating performance. Management also uses Adjusted EBITDA and
Adjusted Net Income, among other measures, to evaluate
profitability and our board of directors includes these measures in
reviews to determine quarterly distributions to stockholders. We
calculate Adjusted EBITDA by subtracting or adding to net income
(loss): interest expense, income taxes, depreciation, amortization,
net income (loss) to noncontrolling interests, transaction costs,
and other expenses. We calculate Adjusted Net Income by subtracting
or adding to net income (loss): net income (loss) to noncontrolling
interests, transaction costs, and other expenses. Our methodology
for calculating Adjusted EBITDA and Adjusted Net Income may differ
from the methodologies used by other comparable companies, when
calculating the same or similar supplemental financial measures and
may not be comparable with these companies. Neither Adjusted EBITDA
nor Adjusted Net Income represents cash generated from operating
activities as determined by GAAP and should not be considered as an
alternative to a) GAAP net income (loss) as an indication of our
financial performance or b) GAAP cash flows from operating
activities as a measure of our liquidity nor are such measures
indicative of funds available to satisfy our cash needs. The
Company urges investors to carefully review the U.S. GAAP financial
information as shown in our periodic reports on Form 10-Q and Form
10-K, as amended and our Current Report on Form 8-K to reflect the
acquisition of the Remington project management business.
* * * * *
Ashford provides global asset management, investment management
and related services to the real estate and hospitality
sectors.
Follow Chairman and CEO Monty
Bennett on Twitter at www.twitter.com/MBennettAshford or
@MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT
investor community. The Ashford App is available for free
download at Apple's App Store and
the Google Play Store by searching "Ashford."
Forward Looking Statements
Certain statements and assumptions in this press release
contain or are based upon "forward-looking" information and are
being made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties. When we use the
words "will likely result," "may," "can," "anticipate," "estimate,"
"should," "expect," "believe," "intend," or similar expressions, we
intend to identify forward-looking statements. Such statements are
subject to numerous assumptions and uncertainties, many of which
are outside Ashford's control.
These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from those anticipated, including, without
limitation: adverse litigation or regulatory developments;
general volatility of the capital markets and the market price of
our common stock; changes in our business or investment strategy;
availability, terms and deployment of capital; availability of
qualified personnel; changes in our industry and the market in
which we operate, interest rates or the general economy; the degree
and nature of our competition; risks associated with the Remington
Project Management business combination transaction, such as the
risk that the Project Management business will not be integrated
successfully, that such integration may be more difficult,
time-consuming or costly than expected or that the expected
benefits of the acquisition will not be realized. These and other
risk factors are more fully discussed in Ashford's filings with the
Securities and Exchange Commission (SEC) including Ashford's
definitive proxy statement filed with the SEC on April 1, 2019 and Ashford'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)
|
|
|
June 30,
2019
|
|
December 31,
2018
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
|
40,039
|
|
|
$
|
51,529
|
|
Restricted
cash
|
13,276
|
|
|
7,914
|
|
Accounts receivable,
net
|
9,232
|
|
|
4,928
|
|
Due from
affiliates
|
93
|
|
|
45
|
|
Due from Ashford
Trust OP
|
4,872
|
|
|
5,293
|
|
Due from Braemar
OP
|
1,830
|
|
|
1,996
|
|
Inventories
|
1,504
|
|
|
1,202
|
|
Prepaid expenses and
other
|
3,875
|
|
|
3,902
|
|
Total current
assets
|
74,721
|
|
|
76,809
|
|
Investments in
unconsolidated entities
|
2,990
|
|
|
500
|
|
Furniture, fixtures
and equipment, net
|
62,546
|
|
|
47,947
|
|
Operating lease
right-of-use assets
|
21,597
|
|
|
—
|
|
Goodwill
|
65,040
|
|
|
59,683
|
|
Intangible assets,
net
|
189,742
|
|
|
193,194
|
|
Other
assets
|
1,542
|
|
|
872
|
|
Total
assets
|
$
|
418,178
|
|
|
$
|
379,005
|
|
LIABILITIES
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts payable and
accrued expenses
|
$
|
26,154
|
|
|
$
|
24,880
|
|
Dividends
payable
|
2,791
|
|
|
—
|
|
Due to
affiliates
|
726
|
|
|
2,032
|
|
Deferred
income
|
138
|
|
|
148
|
|
Deferred compensation
plan
|
77
|
|
|
173
|
|
Notes payable,
net
|
2,933
|
|
|
2,595
|
|
Operating lease
liabilities
|
2,066
|
|
|
—
|
|
Other
liabilities
|
14,532
|
|
|
8,418
|
|
Total current
liabilities
|
49,417
|
|
|
38,246
|
|
Deferred
income
|
11,088
|
|
|
13,396
|
|
Deferred tax
liability, net
|
31,750
|
|
|
31,506
|
|
Deferred compensation
plan
|
6,347
|
|
|
10,401
|
|
Notes payable,
net
|
21,925
|
|
|
15,177
|
|
Operating lease
liabilities
|
19,546
|
|
|
—
|
|
Other
liabilities
|
2,670
|
|
|
—
|
|
Total
liabilities
|
142,743
|
|
|
108,726
|
|
MEZZANINE
EQUITY
|
|
|
|
Series B convertible
preferred stock, $25 par value, 8,120,000 shares issued and
outstanding, net of discount at
June 30, 2019 and
December 31, 2018
|
201,822
|
|
|
200,847
|
|
Redeemable
noncontrolling interests
|
3,615
|
|
|
3,531
|
|
EQUITY
|
|
|
|
Preferred stock,
$0.01 par value, 50,000,000 shares authorized:
|
|
|
|
Series A cumulative
preferred stock, no shares issued and outstanding at June 30, 2019
and December 31, 2018
|
—
|
|
|
—
|
|
Common stock, $0.01
par value, 100,000,000 shares authorized, 2,475,848 and 2,391,541
shares issued and
outstanding at June 30, 2019 and
December 31, 2018, respectively
|
25
|
|
|
24
|
|
Additional paid-in
capital
|
289,821
|
|
|
280,159
|
|
Accumulated
deficit
|
(219,965)
|
|
|
(214,242)
|
|
Accumulated other
comprehensive income (loss)
|
(293)
|
|
|
(498)
|
|
Total stockholders'
equity of the Company
|
69,588
|
|
|
65,443
|
|
Noncontrolling
interests in consolidated entities
|
410
|
|
|
458
|
|
Total
equity
|
69,998
|
|
|
65,901
|
|
Total liabilities and
equity
|
$
|
418,178
|
|
|
$
|
379,005
|
|
ASHFORD INC. AND
SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(unaudited, in
thousands, except per share amounts)
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
June
30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
REVENUE
|
|
|
|
|
|
|
|
Advisory
services:
|
|
|
|
|
|
|
|
Base advisory
fee
|
$
|
11,190
|
|
|
$
|
11,174
|
|
|
$
|
21,812
|
|
|
$
|
21,885
|
|
Incentive advisory
fee
|
169
|
|
|
452
|
|
|
339
|
|
|
904
|
|
Reimbursable
expenses
|
3,220
|
|
|
2,496
|
|
|
5,729
|
|
|
4,445
|
|
Non-cash
stock/unit-based compensation
|
6,511
|
|
|
10,318
|
|
|
12,269
|
|
|
19,610
|
|
Other advisory
revenue
|
130
|
|
|
130
|
|
|
258
|
|
|
258
|
|
Audio
visual
|
30,127
|
|
|
23,376
|
|
|
61,102
|
|
|
46,686
|
|
Project
management
|
7,700
|
|
|
—
|
|
|
15,490
|
|
|
—
|
|
Other
|
4,419
|
|
|
6,865
|
|
|
9,787
|
|
|
9,191
|
|
Total
revenue
|
63,466
|
|
|
54,811
|
|
|
126,786
|
|
|
102,979
|
|
EXPENSES
|
|
|
|
|
|
|
|
Salaries and
benefits
|
9,536
|
|
|
3,476
|
|
|
24,296
|
|
|
16,944
|
|
Non-cash
stock/unit-based compensation
|
9,319
|
|
|
12,590
|
|
|
17,345
|
|
|
25,679
|
|
Cost of revenues for
audio visual
|
22,229
|
|
|
17,021
|
|
|
43,668
|
|
|
33,608
|
|
Cost of revenues for
project management
|
2,602
|
|
|
—
|
|
|
5,314
|
|
|
—
|
|
Depreciation and
amortization
|
4,934
|
|
|
1,193
|
|
|
9,461
|
|
|
2,233
|
|
General and
administrative
|
10,765
|
|
|
8,769
|
|
|
18,740
|
|
|
15,024
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
Other
|
3,138
|
|
|
892
|
|
|
4,477
|
|
|
1,738
|
|
Total operating
expenses
|
62,523
|
|
|
43,941
|
|
|
123,301
|
|
|
97,145
|
|
OPERATING INCOME
(LOSS)
|
943
|
|
|
10,870
|
|
|
3,485
|
|
|
5,834
|
|
Equity in earnings
(loss) of unconsolidated entities
|
(298)
|
|
|
—
|
|
|
(573)
|
|
|
—
|
|
Interest
expense
|
(445)
|
|
|
(161)
|
|
|
(742)
|
|
|
(304)
|
|
Amortization of loan
costs
|
(70)
|
|
|
(24)
|
|
|
(139)
|
|
|
(47)
|
|
Interest
income
|
9
|
|
|
73
|
|
|
29
|
|
|
185
|
|
Other income
(expense)
|
(42)
|
|
|
(221)
|
|
|
(95)
|
|
|
(260)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
97
|
|
|
10,537
|
|
|
1,965
|
|
|
5,408
|
|
Income tax (expense)
benefit
|
(426)
|
|
|
(1,605)
|
|
|
(1,726)
|
|
|
(2,311)
|
|
NET INCOME
(LOSS)
|
(329)
|
|
|
8,932
|
|
|
239
|
|
|
3,097
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
131
|
|
|
118
|
|
|
294
|
|
|
291
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
310
|
|
|
(90)
|
|
|
289
|
|
|
(151)
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
112
|
|
|
8,960
|
|
|
822
|
|
|
3,237
|
|
Preferred
dividends
|
(2,791)
|
|
|
—
|
|
|
(5,583)
|
|
|
—
|
|
Amortization of
preferred stock discount
|
(484)
|
|
|
—
|
|
|
(975)
|
|
|
—
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO COMMON
STOCKHOLDERS
|
$
|
(3,163)
|
|
|
$
|
8,960
|
|
|
$
|
(5,736)
|
|
|
$
|
3,237
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) PER
SHARE - BASIC AND DILUTED
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
$
|
(1.28)
|
|
|
$
|
4.26
|
|
|
$
|
(2.35)
|
|
|
$
|
1.54
|
|
Weighted average
common shares outstanding - basic
|
2,462
|
|
|
2,095
|
|
|
2,441
|
|
|
2,094
|
|
Diluted:
|
|
|
|
|
|
|
|
Net income (loss)
attributable to common stockholders
|
$
|
(3.00)
|
|
|
$
|
0.93
|
|
|
$
|
(3.94)
|
|
|
$
|
(1.40)
|
|
Weighted average
common shares outstanding - diluted
|
2,717
|
|
|
2,487
|
|
|
2,583
|
|
|
2,219
|
|
ASHFORD INC. AND
SUBSIDIARIES
RECONCILIATION OF
NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in
thousands)
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
June
30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net income
(loss)
|
$
|
(329)
|
|
|
$
|
8,932
|
|
|
$
|
239
|
|
|
$
|
3,097
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
131
|
|
|
118
|
|
|
294
|
|
|
291
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
310
|
|
|
(90)
|
|
|
289
|
|
|
(151)
|
|
Net income (loss)
attributable to the company
|
112
|
|
|
8,960
|
|
|
822
|
|
|
3,237
|
|
Interest
expense
|
393
|
|
|
135
|
|
|
650
|
|
|
256
|
|
Amortization of loan
costs
|
65
|
|
|
17
|
|
|
128
|
|
|
33
|
|
Depreciation and
amortization
|
6,036
|
|
|
1,741
|
|
|
11,382
|
|
|
3,244
|
|
Income tax expense
(benefit)
|
421
|
|
|
1,620
|
|
|
1,651
|
|
|
2,252
|
|
Net income (loss)
attributable to redeemable noncontrolling
interests
|
(6)
|
|
|
18
|
|
|
(10)
|
|
|
6
|
|
EBITDA
|
7,021
|
|
|
12,491
|
|
|
14,623
|
|
|
9,028
|
|
Non-cash stock-based
compensation
|
2,691
|
|
|
2,272
|
|
|
4,847
|
|
|
6,065
|
|
Market change in
deferred compensation plan
|
(4,817)
|
|
|
(6,375)
|
|
|
(4,077)
|
|
|
(5,814)
|
|
Change in contingent
consideration fair value
|
1,430
|
|
|
346
|
|
|
1,445
|
|
|
559
|
|
Transaction
costs
|
3,133
|
|
|
3,020
|
|
|
4,113
|
|
|
4,176
|
|
Software
implementation costs
|
—
|
|
|
18
|
|
|
—
|
|
|
45
|
|
Reimbursed software
costs
|
(526)
|
|
|
(439)
|
|
|
(1,167)
|
|
|
(676)
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
Legal and settlement
costs
|
—
|
|
|
(104)
|
|
|
—
|
|
|
(50)
|
|
Severance and
executive recruiting costs
|
457
|
|
|
—
|
|
|
660
|
|
|
1,301
|
|
Amortization of hotel
signing fees and lock subsidies
|
149
|
|
|
109
|
|
|
327
|
|
|
248
|
|
Other (gain) loss on
disposal of assets
|
69
|
|
|
(117)
|
|
|
43
|
|
|
(117)
|
|
Foreign currency
transactions (gain) loss
|
(32)
|
|
|
58
|
|
|
(21)
|
|
|
22
|
|
Adjusted
EBITDA
|
$
|
9,575
|
|
|
$
|
11,279
|
|
|
$
|
20,880
|
|
|
$
|
16,706
|
|
ASHFORD INC. AND
SUBSIDIARIES
RECONCILIATION OF
NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
(unaudited,
in thousands, except per share amounts)
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June
30,
|
|
June
30,
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Net income
(loss)
|
$
|
(329)
|
|
|
$
|
8,932
|
|
|
$
|
239
|
|
|
$
|
3,097
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
131
|
|
|
118
|
|
|
294
|
|
|
291
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
310
|
|
|
(90)
|
|
|
289
|
|
|
(151)
|
|
Preferred
dividends
|
(2,791)
|
|
|
—
|
|
|
(5,583)
|
|
|
—
|
|
Amortization of
preferred stock discount
|
(484)
|
|
|
—
|
|
|
(975)
|
|
|
—
|
|
Net income (loss)
attributable to common stockholders
|
(3,163)
|
|
|
8,960
|
|
|
(5,736)
|
|
|
3,237
|
|
Amortization of loan
costs
|
65
|
|
|
17
|
|
|
128
|
|
|
33
|
|
Depreciation and
amortization
|
6,036
|
|
|
1,741
|
|
|
11,382
|
|
|
3,244
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
|
(6)
|
|
|
18
|
|
|
(10)
|
|
|
6
|
|
Preferred
dividends
|
2,791
|
|
|
—
|
|
|
5,583
|
|
|
—
|
|
Amortization of
preferred stock discount
|
484
|
|
|
—
|
|
|
975
|
|
|
—
|
|
Non-cash stock-based
compensation
|
2,691
|
|
|
2,272
|
|
|
4,847
|
|
|
6,065
|
|
Market change in
deferred compensation plan
|
(4,817)
|
|
|
(6,375)
|
|
|
(4,077)
|
|
|
(5,814)
|
|
Change in contingent
consideration fair value
|
1,430
|
|
|
346
|
|
|
1,445
|
|
|
559
|
|
Transaction
costs
|
3,133
|
|
|
3,020
|
|
|
4,113
|
|
|
4,176
|
|
Software
implementation costs
|
—
|
|
|
18
|
|
|
—
|
|
|
45
|
|
Reimbursed software
costs
|
(526)
|
|
|
(439)
|
|
|
(1,167)
|
|
|
(676)
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
87
|
|
|
—
|
|
Legal and settlement
costs
|
—
|
|
|
(104)
|
|
|
—
|
|
|
(50)
|
|
Severance and
executive recruiting costs
|
457
|
|
|
—
|
|
|
660
|
|
|
1,301
|
|
Amortization of hotel
signing fees and lock subsidies
|
149
|
|
|
109
|
|
|
327
|
|
|
248
|
|
Other (gain) loss on
disposal of assets
|
69
|
|
|
(117)
|
|
|
43
|
|
|
(117)
|
|
Foreign currency
transactions (gain) loss
|
(32)
|
|
|
58
|
|
|
(21)
|
|
|
22
|
|
GAAP income tax
expense (benefit)
|
421
|
|
|
1,620
|
|
|
1,651
|
|
|
2,252
|
|
Adjusted income tax
(expense) benefit (1)
|
(477)
|
|
|
(1,620)
|
|
|
(1,407)
|
|
|
(2,252)
|
|
Adjusted net
income
|
$
|
8,705
|
|
|
$
|
9,524
|
|
|
$
|
18,823
|
|
|
$
|
14,198
|
|
Adjusted net
income per diluted share available to common
stockholders
|
$
|
2.04
|
|
|
$
|
3.61
|
|
|
$
|
4.43
|
|
|
$
|
5.33
|
|
Weighted average
diluted shares
|
4,270
|
|
|
2,640
|
|
|
4,251
|
|
|
2,664
|
|
|
|
|
|
|
|
|
|
Components of
weighted average diluted shares
|
|
|
|
|
|
|
|
Common
shares
|
2,466
|
|
|
2,099
|
|
|
2,444
|
|
|
2,098
|
|
Series B cumulative
convertible preferred stock
|
1,450
|
|
|
—
|
|
|
1,450
|
|
|
—
|
|
Deferred compensation
plan
|
203
|
|
|
206
|
|
|
203
|
|
|
207
|
|
Stock
options
|
16
|
|
|
250
|
|
|
43
|
|
|
290
|
|
OpenKey put
option
|
52
|
|
|
26
|
|
|
42
|
|
|
22
|
|
JSAV put
option
|
72
|
|
|
50
|
|
|
59
|
|
|
38
|
|
Restricted
shares
|
11
|
|
|
9
|
|
|
10
|
|
|
9
|
|
Weighted average
diluted shares
|
4,270
|
|
|
2,640
|
|
|
4,251
|
|
|
2,664
|
|
|
|
|
|
|
|
|
|
Reconciliation of
income tax expense (benefit) to adjusted income tax
(expense) benefit
|
|
|
|
|
|
|
|
GAAP income tax
(expense) benefit
|
$
|
(426)
|
|
|
$
|
(1,605)
|
|
|
$
|
(1,726)
|
|
|
$
|
(2,311)
|
|
Less GAAP income tax
(expense) benefit attributable to noncontrolling
interests
|
(5)
|
|
|
15
|
|
|
(75)
|
|
|
(59)
|
|
GAAP income tax
(expense) benefit excluding noncontrolling interests
|
(421)
|
|
|
(1,620)
|
|
|
(1,651)
|
|
|
(2,252)
|
|
Less deferred income
tax (expense) benefit
|
56
|
|
|
—
|
|
|
(244)
|
|
|
—
|
|
Adjusted income tax
(expense) benefit (1)
|
$
|
(477)
|
|
|
$
|
(1,620)
|
|
|
$
|
(1,407)
|
|
|
$
|
(2,252)
|
|
|
|
(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
June 30, 2019
|
|
Three Months Ended
June 30, 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 fee -
Trust
|
$
|
8,415
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,415
|
|
|
$
|
8,862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,862
|
|
Incentive advisory
fee - Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
—
|
|
|
452
|
|
Reimbursable expenses
- Trust
|
2,658
|
|
|
—
|
|
|
—
|
|
|
2,658
|
|
|
1,997
|
|
|
—
|
|
|
—
|
|
|
1,997
|
|
Non-cash
stock/unit-based compensation - Trust
|
4,548
|
|
|
—
|
|
|
—
|
|
|
4,548
|
|
|
8,940
|
|
|
—
|
|
|
—
|
|
|
8,940
|
|
Base advisory fee -
Braemar
|
2,775
|
|
|
—
|
|
|
—
|
|
|
2,775
|
|
|
2,312
|
|
|
—
|
|
|
—
|
|
|
2,312
|
|
Incentive advisory
fee - Braemar
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Reimbursable expenses
- Braemar
|
562
|
|
|
—
|
|
|
—
|
|
|
562
|
|
|
499
|
|
|
—
|
|
|
—
|
|
|
499
|
|
Non-cash
stock/unit-based compensation - Braemar
|
1,963
|
|
|
—
|
|
|
—
|
|
|
1,963
|
|
|
1,378
|
|
|
—
|
|
|
—
|
|
|
1,378
|
|
Other advisory
revenue - Braemar
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
130
|
|
Audio
visual
|
—
|
|
|
30,127
|
|
|
—
|
|
|
30,127
|
|
|
—
|
|
|
23,376
|
|
|
—
|
|
|
23,376
|
|
Project
management
|
—
|
|
|
7,700
|
|
|
—
|
|
|
7,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
1,421
|
|
|
2,998
|
|
|
—
|
|
|
4,419
|
|
|
628
|
|
|
6,237
|
|
|
—
|
|
|
6,865
|
|
Total
revenue
|
22,641
|
|
|
40,825
|
|
|
—
|
|
|
63,466
|
|
|
25,198
|
|
|
29,613
|
|
|
—
|
|
|
54,811
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
5,675
|
|
|
8,164
|
|
|
13,839
|
|
|
—
|
|
|
2,418
|
|
|
7,101
|
|
|
9,519
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(4,817)
|
|
|
(4,817)
|
|
|
—
|
|
|
—
|
|
|
(6,375)
|
|
|
(6,375)
|
|
REIT non-cash
stock/unit-based compensation
|
6,511
|
|
|
105
|
|
|
—
|
|
|
6,616
|
|
|
10,318
|
|
|
—
|
|
|
—
|
|
|
10,318
|
|
AINC and subsidiary
non-cash stock-based compensation
|
—
|
|
|
90
|
|
|
2,613
|
|
|
2,703
|
|
|
—
|
|
|
—
|
|
|
2,272
|
|
|
2,272
|
|
Reimbursable
expenses
|
3,220
|
|
|
—
|
|
|
—
|
|
|
3,220
|
|
|
2,496
|
|
|
—
|
|
|
—
|
|
|
2,496
|
|
Cost of audio visual
revenues
|
—
|
|
|
22,229
|
|
|
—
|
|
|
22,229
|
|
|
—
|
|
|
17,021
|
|
|
—
|
|
|
17,021
|
|
Cost of project
management revenues
|
—
|
|
|
2,602
|
|
|
—
|
|
|
2,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
—
|
|
|
4,001
|
|
|
4,058
|
|
|
8,059
|
|
|
—
|
|
|
2,733
|
|
|
3,872
|
|
|
6,605
|
|
Depreciation and
amortization
|
1,570
|
|
|
3,268
|
|
|
96
|
|
|
4,934
|
|
|
369
|
|
|
503
|
|
|
321
|
|
|
1,193
|
|
Other
|
—
|
|
|
3,139
|
|
|
(1)
|
|
|
3,138
|
|
|
—
|
|
|
545
|
|
|
347
|
|
|
892
|
|
Total operating
expenses
|
11,301
|
|
|
41,109
|
|
|
10,113
|
|
|
62,523
|
|
|
13,183
|
|
|
23,220
|
|
|
7,538
|
|
|
43,941
|
|
OPERATING INCOME
(LOSS)
|
11,340
|
|
|
(284)
|
|
|
(10,113)
|
|
|
943
|
|
|
12,015
|
|
|
6,393
|
|
|
(7,538)
|
|
|
10,870
|
|
Other
|
—
|
|
|
(773)
|
|
|
(73)
|
|
|
(846)
|
|
|
27
|
|
|
(432)
|
|
|
72
|
|
|
(333)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
11,340
|
|
|
(1,057)
|
|
|
(10,186)
|
|
|
97
|
|
|
12,042
|
|
|
5,961
|
|
|
(7,466)
|
|
|
10,537
|
|
Income tax (expense)
benefit
|
(2,550)
|
|
|
(49)
|
|
|
2,173
|
|
|
(426)
|
|
|
(1,848)
|
|
|
(1,658)
|
|
|
1,901
|
|
|
(1,605)
|
|
NET INCOME
(LOSS)
|
8,790
|
|
|
(1,106)
|
|
|
(8,013)
|
|
|
(329)
|
|
|
10,194
|
|
|
4,303
|
|
|
(5,565)
|
|
|
8,932
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
131
|
|
|
—
|
|
|
131
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
118
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
304
|
|
|
6
|
|
|
310
|
|
|
—
|
|
|
(72)
|
|
|
(18)
|
|
|
(90)
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
8,790
|
|
|
$
|
(671)
|
|
|
$
|
(8,007)
|
|
|
$
|
112
|
|
|
$
|
10,194
|
|
|
$
|
4,349
|
|
|
$
|
(5,583)
|
|
|
$
|
8,960
|
|
Interest
expense
|
—
|
|
|
357
|
|
|
36
|
|
|
393
|
|
|
—
|
|
|
135
|
|
|
—
|
|
|
135
|
|
Amortization of loan
costs
|
—
|
|
|
17
|
|
|
48
|
|
|
65
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
Depreciation and
amortization
|
1,570
|
|
|
4,371
|
|
|
95
|
|
|
6,036
|
|
|
369
|
|
|
1,051
|
|
|
321
|
|
|
1,741
|
|
Income tax expense
(benefit)
|
2,550
|
|
|
44
|
|
|
(2,173)
|
|
|
421
|
|
|
1,848
|
|
|
1,673
|
|
|
(1,901)
|
|
|
1,620
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(6)
|
|
|
(6)
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
EBITDA
|
12,910
|
|
|
4,118
|
|
|
(10,007)
|
|
|
7,021
|
|
|
12,411
|
|
|
7,225
|
|
|
(7,145)
|
|
|
12,491
|
|
Non-cash stock-based
compensation
|
—
|
|
|
77
|
|
|
2,614
|
|
|
2,691
|
|
|
—
|
|
|
—
|
|
|
2,272
|
|
|
2,272
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(4,817)
|
|
|
(4,817)
|
|
|
—
|
|
|
—
|
|
|
(6,375)
|
|
|
(6,375)
|
|
Change in contingent
consideration fair value
|
—
|
|
|
1,430
|
|
|
—
|
|
|
1,430
|
|
|
—
|
|
|
—
|
|
|
346
|
|
|
346
|
|
Transaction
costs
|
—
|
|
|
199
|
|
|
2,934
|
|
|
3,133
|
|
|
—
|
|
|
—
|
|
|
3,020
|
|
|
3,020
|
|
Software
implementation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
Reimbursed software
costs, net
|
(526)
|
|
|
—
|
|
|
—
|
|
|
(526)
|
|
|
(439)
|
|
|
—
|
|
|
—
|
|
|
(439)
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104)
|
|
|
(104)
|
|
Severance and
executive recruiting costs
|
—
|
|
|
448
|
|
|
9
|
|
|
457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
109
|
|
Other (gain) loss on
disposal of assets
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
(117)
|
|
|
—
|
|
|
(117)
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
(32)
|
|
|
—
|
|
|
(32)
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
58
|
|
Adjusted
EBITDA
|
12,384
|
|
|
6,458
|
|
|
(9,267)
|
|
|
9,575
|
|
|
11,972
|
|
|
7,275
|
|
|
(7,968)
|
|
|
11,279
|
|
Interest
expense
|
—
|
|
|
(357)
|
|
|
(36)
|
|
|
(393)
|
|
|
—
|
|
|
(135)
|
|
|
—
|
|
|
(135)
|
|
Adjusted income tax
(expense) benefit
|
(1,168)
|
|
|
(1,016)
|
|
|
1,707
|
|
|
(477)
|
|
|
(1,848)
|
|
|
(1,673)
|
|
|
1,901
|
|
|
(1,620)
|
|
Adjusted net
income (loss)
|
$
|
11,216
|
|
|
$
|
5,085
|
|
|
$
|
(7,596)
|
|
|
$
|
8,705
|
|
|
$
|
10,124
|
|
|
$
|
5,467
|
|
|
$
|
(6,067)
|
|
|
$
|
9,524
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(1)
|
$
|
2.63
|
|
|
$
|
1.19
|
|
|
$
|
(1.78)
|
|
|
$
|
2.04
|
|
|
$
|
3.83
|
|
|
$
|
2.07
|
|
|
$
|
(2.30)
|
|
|
$
|
3.61
|
|
Weighted average
diluted shares
|
4,270
|
|
|
4,270
|
|
|
4,270
|
|
|
4,270
|
|
|
2,640
|
|
|
2,640
|
|
|
2,640
|
|
|
2,640
|
|
|
|
(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)
|
|
|
Six Months Ended
June 30, 2019
|
|
Six Months Ended
June 30, 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 fee -
Trust
|
$
|
16,460
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,460
|
|
|
$
|
17,466
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,466
|
|
Incentive advisory
fee - Trust
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
904
|
|
|
—
|
|
|
—
|
|
|
904
|
|
Reimbursable expenses
- Trust
|
4,698
|
|
|
—
|
|
|
—
|
|
|
4,698
|
|
|
3,526
|
|
|
—
|
|
|
—
|
|
|
3,526
|
|
Non-cash
stock/unit-based compensation - Trust
|
8,837
|
|
|
—
|
|
|
—
|
|
|
8,837
|
|
|
15,685
|
|
|
—
|
|
|
—
|
|
|
15,685
|
|
Base advisory fee -
Braemar
|
5,352
|
|
|
—
|
|
|
—
|
|
|
5,352
|
|
|
4,419
|
|
|
—
|
|
|
—
|
|
|
4,419
|
|
Incentive advisory
fee - Braemar
|
339
|
|
|
—
|
|
|
—
|
|
|
339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Reimbursable expenses
- Braemar
|
1,031
|
|
|
—
|
|
|
—
|
|
|
1,031
|
|
|
919
|
|
|
—
|
|
|
—
|
|
|
919
|
|
Non-cash
stock/unit-based compensation - Braemar
|
3,432
|
|
|
—
|
|
|
—
|
|
|
3,432
|
|
|
3,925
|
|
|
—
|
|
|
—
|
|
|
3,925
|
|
Other advisory
revenue - Braemar
|
258
|
|
|
—
|
|
|
—
|
|
|
258
|
|
|
258
|
|
|
—
|
|
|
—
|
|
|
258
|
|
Audio
visual
|
—
|
|
|
61,102
|
|
|
—
|
|
|
61,102
|
|
|
—
|
|
|
46,686
|
|
|
—
|
|
|
46,686
|
|
Project
management
|
—
|
|
|
15,490
|
|
|
—
|
|
|
15,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
2,850
|
|
|
6,937
|
|
|
—
|
|
|
9,787
|
|
|
1,117
|
|
|
8,074
|
|
|
—
|
|
|
9,191
|
|
Total
revenue
|
43,257
|
|
|
83,529
|
|
|
—
|
|
|
126,786
|
|
|
48,219
|
|
|
54,760
|
|
|
—
|
|
|
102,979
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
—
|
|
|
11,173
|
|
|
16,172
|
|
|
27,345
|
|
|
—
|
|
|
4,567
|
|
|
17,527
|
|
|
22,094
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(4,077)
|
|
|
(4,077)
|
|
|
—
|
|
|
—
|
|
|
(5,814)
|
|
|
(5,814)
|
|
REIT non-cash
stock/unit-based compensation
|
12,269
|
|
|
214
|
|
|
—
|
|
|
12,483
|
|
|
19,610
|
|
|
—
|
|
|
—
|
|
|
19,610
|
|
AINC and subsidiary
non-cash stock-based compensation
|
—
|
|
|
96
|
|
|
4,766
|
|
|
4,862
|
|
|
—
|
|
|
8
|
|
|
6,061
|
|
|
6,069
|
|
Reimbursable
expenses
|
5,729
|
|
|
—
|
|
|
—
|
|
|
5,729
|
|
|
4,445
|
|
|
—
|
|
|
—
|
|
|
4,445
|
|
Cost of audio visual
revenues
|
—
|
|
|
43,668
|
|
|
—
|
|
|
43,668
|
|
|
—
|
|
|
33,608
|
|
|
—
|
|
|
33,608
|
|
Cost of project
management revenues
|
—
|
|
|
5,314
|
|
|
—
|
|
|
5,314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
—
|
|
|
8,009
|
|
|
6,030
|
|
|
14,039
|
|
|
—
|
|
|
5,227
|
|
|
6,016
|
|
|
11,243
|
|
Depreciation and
amortization
|
2,753
|
|
|
6,489
|
|
|
219
|
|
|
9,461
|
|
|
759
|
|
|
995
|
|
|
479
|
|
|
2,233
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,863
|
|
|
—
|
|
|
56
|
|
|
1,919
|
|
Other
|
—
|
|
|
4,478
|
|
|
(1)
|
|
|
4,477
|
|
|
—
|
|
|
1,179
|
|
|
559
|
|
|
1,738
|
|
Total operating
expenses
|
20,751
|
|
|
79,441
|
|
|
23,109
|
|
|
123,301
|
|
|
26,677
|
|
|
45,584
|
|
|
24,884
|
|
|
97,145
|
|
OPERATING INCOME
(LOSS)
|
22,506
|
|
|
4,088
|
|
|
(23,109)
|
|
|
3,485
|
|
|
21,542
|
|
|
9,176
|
|
|
(24,884)
|
|
|
5,834
|
|
Other
|
—
|
|
|
(1,384)
|
|
|
(136)
|
|
|
(1,520)
|
|
|
46
|
|
|
(656)
|
|
|
184
|
|
|
(426)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
22,506
|
|
|
2,704
|
|
|
(23,245)
|
|
|
1,965
|
|
|
21,588
|
|
|
8,520
|
|
|
(24,700)
|
|
|
5,408
|
|
Income tax (expense)
benefit
|
(5,039)
|
|
|
(1,662)
|
|
|
4,975
|
|
|
(1,726)
|
|
|
(3,964)
|
|
|
(2,539)
|
|
|
4,192
|
|
|
(2,311)
|
|
NET INCOME
(LOSS)
|
17,467
|
|
|
1,042
|
|
|
(18,270)
|
|
|
239
|
|
|
17,624
|
|
|
5,981
|
|
|
(20,508)
|
|
|
3,097
|
|
(Income) loss from
consolidated entities attributable to noncontrolling
interests
|
—
|
|
|
294
|
|
|
—
|
|
|
294
|
|
|
—
|
|
|
291
|
|
|
—
|
|
|
291
|
|
Net (income) loss
attributable to redeemable noncontrolling interests
|
—
|
|
|
279
|
|
|
10
|
|
|
289
|
|
|
—
|
|
|
(145)
|
|
|
(6)
|
|
|
(151)
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE COMPANY
|
$
|
17,467
|
|
|
$
|
1,615
|
|
|
$
|
(18,260)
|
|
|
$
|
822
|
|
|
$
|
17,624
|
|
|
$
|
6,127
|
|
|
$
|
(20,514)
|
|
|
$
|
3,237
|
|
Interest
expense
|
—
|
|
|
580
|
|
|
70
|
|
|
650
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
256
|
|
Amortization of loan
costs
|
—
|
|
|
32
|
|
|
96
|
|
|
128
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
33
|
|
Depreciation and
amortization
|
2,753
|
|
|
8,411
|
|
|
218
|
|
|
11,382
|
|
|
759
|
|
|
2,006
|
|
|
479
|
|
|
3,244
|
|
Income tax expense
(benefit)
|
5,039
|
|
|
1,587
|
|
|
(4,975)
|
|
|
1,651
|
|
|
3,964
|
|
|
2,480
|
|
|
(4,192)
|
|
|
2,252
|
|
Net income (loss)
attributable to redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
(10)
|
|
|
(10)
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
EBITDA
|
25,259
|
|
|
12,225
|
|
|
(22,861)
|
|
|
14,623
|
|
|
22,347
|
|
|
10,902
|
|
|
(24,221)
|
|
|
9,028
|
|
Non-cash stock-based
compensation
|
—
|
|
|
81
|
|
|
4,766
|
|
|
4,847
|
|
|
—
|
|
|
4
|
|
|
6,061
|
|
|
6,065
|
|
Market change in
deferred compensation plan
|
—
|
|
|
—
|
|
|
(4,077)
|
|
|
(4,077)
|
|
|
—
|
|
|
—
|
|
|
(5,814)
|
|
|
(5,814)
|
|
Change in contingent
consideration fair value
|
—
|
|
|
1,445
|
|
|
—
|
|
|
1,445
|
|
|
—
|
|
|
—
|
|
|
559
|
|
|
559
|
|
Transaction
costs
|
—
|
|
|
473
|
|
|
3,640
|
|
|
4,113
|
|
|
—
|
|
|
70
|
|
|
4,106
|
|
|
4,176
|
|
Software
implementation costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
Reimbursed software
costs, net
|
(1,167)
|
|
|
—
|
|
|
—
|
|
|
(1,167)
|
|
|
(676)
|
|
|
—
|
|
|
—
|
|
|
(676)
|
|
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,863
|
|
|
—
|
|
|
56
|
|
|
1,919
|
|
Dead deal
costs
|
—
|
|
|
—
|
|
|
87
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Legal and settlement
costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50)
|
|
|
(50)
|
|
Severance and
executive recruiting costs
|
—
|
|
|
651
|
|
|
9
|
|
|
660
|
|
|
—
|
|
|
—
|
|
|
1,301
|
|
|
1,301
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
327
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
248
|
|
Other (gain) loss on
disposal of assets
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
(117)
|
|
|
—
|
|
|
(117)
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
(21)
|
|
|
—
|
|
|
(21)
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
Adjusted
EBITDA
|
24,092
|
|
|
15,224
|
|
|
(18,436)
|
|
|
20,880
|
|
|
23,534
|
|
|
11,129
|
|
|
(17,957)
|
|
|
16,706
|
|
Interest
expense
|
—
|
|
|
(580)
|
|
|
(70)
|
|
|
(650)
|
|
|
—
|
|
|
(256)
|
|
|
—
|
|
|
(256)
|
|
Adjusted income tax
(expense) benefit
|
(2,677)
|
|
|
(2,758)
|
|
|
4,028
|
|
|
(1,407)
|
|
|
(3,964)
|
|
|
(2,480)
|
|
|
4,192
|
|
|
(2,252)
|
|
Adjusted net
income (loss)
|
$
|
21,415
|
|
|
$
|
11,886
|
|
|
$
|
(14,478)
|
|
|
$
|
18,823
|
|
|
$
|
19,570
|
|
|
$
|
8,393
|
|
|
$
|
(13,765)
|
|
|
$
|
14,198
|
|
Adjusted net
income (loss) per diluted share available to common stockholders
(1)
|
$
|
5.04
|
|
|
$
|
2.80
|
|
|
$
|
(3.41)
|
|
|
$
|
4.43
|
|
|
$
|
7.35
|
|
|
$
|
3.15
|
|
|
$
|
(5.17)
|
|
|
$
|
5.33
|
|
Weighted average
diluted shares
|
4,251
|
|
|
4,251
|
|
|
4,251
|
|
|
4,251
|
|
|
2,664
|
|
|
2,664
|
|
|
2,664
|
|
|
2,664
|
|
|
|
(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
June 30, 2019
|
|
Three Months Ended
June 30, 2018
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products
& Services
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products
& Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio
visual
|
—
|
|
|
30,127
|
|
|
—
|
|
|
—
|
|
|
30,127
|
|
|
—
|
|
|
23,376
|
|
|
—
|
|
|
—
|
|
|
23,376
|
|
Project
management
|
7,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
194
|
|
|
2,804
|
|
|
2,998
|
|
|
—
|
|
|
—
|
|
|
153
|
|
|
6,084
|
|
|
6,237
|
|
Total
revenue
|
7,700
|
|
|
30,127
|
|
|
194
|
|
|
2,804
|
|
|
40,825
|
|
|
—
|
|
|
23,376
|
|
|
153
|
|
|
6,084
|
|
|
29,613
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
1,115
|
|
|
3,707
|
|
|
399
|
|
|
454
|
|
|
5,675
|
|
|
—
|
|
|
1,622
|
|
|
499
|
|
|
297
|
|
|
2,418
|
|
REIT non-cash
stock/unit-based compensation
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
AINC and subsidiary
non-cash stock-based compensation
|
57
|
|
|
9
|
|
|
24
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Cost of audio visual
revenues
|
—
|
|
|
22,229
|
|
|
—
|
|
|
—
|
|
|
22,229
|
|
|
—
|
|
|
17,021
|
|
|
—
|
|
|
—
|
|
|
17,021
|
|
Cost of project
management revenues
|
2,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
439
|
|
|
2,730
|
|
|
296
|
|
|
536
|
|
|
4,001
|
|
|
—
|
|
|
2,065
|
|
|
407
|
|
|
261
|
|
|
2,733
|
|
Depreciation and
amortization
|
2,738
|
|
|
503
|
|
|
7
|
|
|
20
|
|
|
3,268
|
|
|
—
|
|
|
489
|
|
|
7
|
|
|
7
|
|
|
503
|
|
Other
|
—
|
|
|
1,621
|
|
|
49
|
|
|
1,469
|
|
|
3,139
|
|
|
—
|
|
|
—
|
|
|
(3)
|
|
|
548
|
|
|
545
|
|
Total operating
expenses
|
7,056
|
|
|
30,799
|
|
|
775
|
|
|
2,479
|
|
|
41,109
|
|
|
—
|
|
|
21,197
|
|
|
910
|
|
|
1,113
|
|
|
23,220
|
|
OPERATING INCOME
(LOSS)
|
644
|
|
|
(672)
|
|
|
(581)
|
|
|
325
|
|
|
(284)
|
|
|
—
|
|
|
2,179
|
|
|
(757)
|
|
|
4,971
|
|
|
6,393
|
|
Other
|
—
|
|
|
(420)
|
|
|
—
|
|
|
(353)
|
|
|
(773)
|
|
|
—
|
|
|
(412)
|
|
|
(7)
|
|
|
(13)
|
|
|
(432)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
644
|
|
|
(1,092)
|
|
|
(581)
|
|
|
(28)
|
|
|
(1,057)
|
|
|
—
|
|
|
1,767
|
|
|
(764)
|
|
|
4,958
|
|
|
5,961
|
|
Income tax (expense)
benefit
|
(342)
|
|
|
319
|
|
|
—
|
|
|
(26)
|
|
|
(49)
|
|
|
—
|
|
|
(502)
|
|
|
—
|
|
|
(1,156)
|
|
|
(1,658)
|
|
NET INCOME
(LOSS)
|
302
|
|
|
(773)
|
|
|
(581)
|
|
|
(54)
|
|
|
(1,106)
|
|
|
—
|
|
|
1,265
|
|
|
(764)
|
|
|
3,802
|
|
|
4,303
|
|
(Income) loss from
consolidated entities attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
152
|
|
|
(21)
|
|
|
131
|
|
|
—
|
|
|
(82)
|
|
|
187
|
|
|
13
|
|
|
118
|
|
Net (income) loss
attributable to redeemable noncontrolling
interests
|
—
|
|
|
133
|
|
|
171
|
|
|
—
|
|
|
304
|
|
|
—
|
|
|
(295)
|
|
|
223
|
|
|
—
|
|
|
(72)
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE
COMPANY
|
$
|
302
|
|
|
$
|
(640)
|
|
|
$
|
(258)
|
|
|
$
|
(75)
|
|
|
$
|
(671)
|
|
|
$
|
—
|
|
|
$
|
888
|
|
|
$
|
(354)
|
|
|
$
|
3,815
|
|
|
$
|
4,349
|
|
Interest
expense
|
—
|
|
|
314
|
|
|
—
|
|
|
43
|
|
|
357
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
13
|
|
|
135
|
|
Amortization of loan
costs
|
—
|
|
|
12
|
|
|
3
|
|
|
2
|
|
|
17
|
|
|
—
|
|
|
10
|
|
|
3
|
|
|
4
|
|
|
17
|
|
Depreciation and
amortization
|
2,738
|
|
|
1,542
|
|
|
4
|
|
|
87
|
|
|
4,371
|
|
|
—
|
|
|
1,001
|
|
|
3
|
|
|
47
|
|
|
1,051
|
|
Income tax expense
(benefit)
|
342
|
|
|
(324)
|
|
|
—
|
|
|
26
|
|
|
44
|
|
|
—
|
|
|
517
|
|
|
—
|
|
|
1,156
|
|
|
1,673
|
|
EBITDA
|
3,382
|
|
|
904
|
|
|
(251)
|
|
|
83
|
|
|
4,118
|
|
|
—
|
|
|
2,538
|
|
|
(348)
|
|
|
5,035
|
|
|
7,225
|
|
Non-cash stock-based
compensation
|
57
|
|
|
8
|
|
|
12
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Change in contingent
consideration fair value
|
—
|
|
|
1,430
|
|
|
—
|
|
|
—
|
|
|
1,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
80
|
|
|
—
|
|
|
119
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Severance and
executive recruiting costs
|
98
|
|
|
350
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
122
|
|
|
27
|
|
|
—
|
|
|
149
|
|
|
—
|
|
|
100
|
|
|
9
|
|
|
—
|
|
|
109
|
|
Other (gain) loss on
disposal of assets
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
(111)
|
|
|
—
|
|
|
(6)
|
|
|
(117)
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
(32)
|
|
|
—
|
|
|
—
|
|
|
(32)
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
58
|
|
Adjusted
EBITDA
|
3,537
|
|
|
2,931
|
|
|
(212)
|
|
|
202
|
|
|
6,458
|
|
|
—
|
|
|
2,585
|
|
|
(339)
|
|
|
5,029
|
|
|
7,275
|
|
Interest
expense
|
—
|
|
|
(314)
|
|
|
—
|
|
|
(43)
|
|
|
(357)
|
|
|
—
|
|
|
(122)
|
|
|
—
|
|
|
(13)
|
|
|
(135)
|
|
Adjusted income tax
(expense) benefit
|
(1,089)
|
|
|
49
|
|
|
—
|
|
|
24
|
|
|
(1,016)
|
|
|
—
|
|
|
(517)
|
|
|
—
|
|
|
(1,156)
|
|
|
(1,673)
|
|
Adjusted net
income (loss)
|
$
|
2,448
|
|
|
$
|
2,666
|
|
|
$
|
(212)
|
|
|
$
|
183
|
|
|
$
|
5,085
|
|
|
$
|
—
|
|
|
$
|
1,946
|
|
|
$
|
(339)
|
|
|
$
|
3,860
|
|
|
$
|
5,467
|
|
Adjusted net
income (loss) per diluted share available to
common stockholders (2)
|
$
|
0.57
|
|
|
$
|
0.62
|
|
|
$
|
(0.05)
|
|
|
$
|
0.04
|
|
|
$
|
1.19
|
|
|
$
|
—
|
|
|
$
|
0.74
|
|
|
$
|
(0.13)
|
|
|
$
|
1.46
|
|
|
$
|
2.07
|
|
Weighted average
diluted shares
|
4,270
|
|
|
4,270
|
|
|
4,270
|
|
|
4,270
|
|
|
4,270
|
|
|
2,640
|
|
|
2,640
|
|
|
2,640
|
|
|
2,640
|
|
|
2,640
|
|
|
|
(1)
|
Represents RED
Hospitality & Leisure LLC, Pure Wellness and Lismore Capital
LLC.
|
(2)
|
The sum of the
adjusted net income (loss) per diluted share available to common
stockholders, as calculated for the subsidiaries, may
differ from the Hospitality Products & Services total
due to rounding.
|
ASHFORD INC. AND
SUBSIDIARIES
HOSPITALITY
PRODUCTS & SERVICES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND
RECONCILIATION OF
NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET
INCOME (LOSS)
(unaudited, in
thousands, except per share amounts)
|
|
|
Six Months Ended
June 30, 2019
|
|
Six Months Ended
June 30, 2018
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products
& Services
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Other
(1)
|
|
Hospitality
Products
& Services
|
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audio
visual
|
$
|
—
|
|
|
$
|
61,102
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,102
|
|
|
$
|
—
|
|
|
$
|
46,686
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46,686
|
|
Project
management
|
15,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
—
|
|
|
—
|
|
|
451
|
|
|
6,486
|
|
|
6,937
|
|
|
—
|
|
|
—
|
|
|
472
|
|
|
7,602
|
|
|
8,074
|
|
Total
revenue
|
15,490
|
|
|
61,102
|
|
|
451
|
|
|
6,486
|
|
|
83,529
|
|
|
—
|
|
|
46,686
|
|
|
472
|
|
|
7,602
|
|
|
54,760
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
benefits
|
2,057
|
|
|
7,286
|
|
|
885
|
|
|
945
|
|
|
11,173
|
|
|
—
|
|
|
2,937
|
|
|
1,026
|
|
|
604
|
|
|
4,567
|
|
REIT non-cash
stock/unit-based compensation
|
214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
AINC and subsidiary
non-cash stock-based compensation
|
60
|
|
|
9
|
|
|
27
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
Cost of audio visual
revenues
|
—
|
|
|
43,668
|
|
|
—
|
|
|
—
|
|
|
43,668
|
|
|
—
|
|
|
33,608
|
|
|
—
|
|
|
—
|
|
|
33,608
|
|
Cost of project
management revenues
|
5,314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,314
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
General and
administrative
|
723
|
|
|
5,702
|
|
|
664
|
|
|
920
|
|
|
8,009
|
|
|
—
|
|
|
3,966
|
|
|
748
|
|
|
513
|
|
|
5,227
|
|
Depreciation and
amortization
|
5,476
|
|
|
958
|
|
|
14
|
|
|
41
|
|
|
6,489
|
|
|
—
|
|
|
943
|
|
|
13
|
|
|
39
|
|
|
995
|
|
Other
|
—
|
|
|
1,639
|
|
|
142
|
|
|
2,697
|
|
|
4,478
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|
887
|
|
|
1,179
|
|
Total operating
expenses
|
13,844
|
|
|
59,262
|
|
|
1,732
|
|
|
4,603
|
|
|
79,441
|
|
|
—
|
|
|
41,454
|
|
|
2,087
|
|
|
2,043
|
|
|
45,584
|
|
OPERATING INCOME
(LOSS)
|
1,646
|
|
|
1,840
|
|
|
(1,281)
|
|
|
1,883
|
|
|
4,088
|
|
|
—
|
|
|
5,232
|
|
|
(1,615)
|
|
|
5,559
|
|
|
9,176
|
|
Other
|
—
|
|
|
(753)
|
|
|
(1)
|
|
|
(630)
|
|
|
(1,384)
|
|
|
—
|
|
|
(621)
|
|
|
(14)
|
|
|
(21)
|
|
|
(656)
|
|
INCOME (LOSS)
BEFORE INCOME TAXES
|
1,646
|
|
|
1,087
|
|
|
(1,282)
|
|
|
1,253
|
|
|
2,704
|
|
|
—
|
|
|
4,611
|
|
|
(1,629)
|
|
|
5,538
|
|
|
8,520
|
|
Income tax (expense)
benefit
|
(768)
|
|
|
(568)
|
|
|
—
|
|
|
(326)
|
|
|
(1,662)
|
|
|
—
|
|
|
(1,248)
|
|
|
—
|
|
|
(1,291)
|
|
|
(2,539)
|
|
NET INCOME
(LOSS)
|
878
|
|
|
519
|
|
|
(1,282)
|
|
|
927
|
|
|
1,042
|
|
|
—
|
|
|
3,363
|
|
|
(1,629)
|
|
|
4,247
|
|
|
5,981
|
|
(Income) loss from
consolidated entities attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
329
|
|
|
(35)
|
|
|
294
|
|
|
—
|
|
|
(93)
|
|
|
343
|
|
|
41
|
|
|
291
|
|
Net (income) loss
attributable to redeemable noncontrolling
interests
|
—
|
|
|
(94)
|
|
|
373
|
|
|
—
|
|
|
279
|
|
|
—
|
|
|
(650)
|
|
|
505
|
|
|
—
|
|
|
(145)
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO THE
COMPANY
|
$
|
878
|
|
|
$
|
425
|
|
|
$
|
(580)
|
|
|
$
|
892
|
|
|
$
|
1,615
|
|
|
$
|
—
|
|
|
$
|
2,620
|
|
|
$
|
(781)
|
|
|
$
|
4,288
|
|
|
$
|
6,127
|
|
Interest
expense
|
—
|
|
|
498
|
|
|
—
|
|
|
82
|
|
|
580
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
16
|
|
|
256
|
|
Amortization of loan
costs
|
—
|
|
|
23
|
|
|
6
|
|
|
3
|
|
|
32
|
|
|
—
|
|
|
20
|
|
|
6
|
|
|
7
|
|
|
33
|
|
Depreciation and
amortization
|
5,476
|
|
|
2,768
|
|
|
7
|
|
|
160
|
|
|
8,411
|
|
|
—
|
|
|
1,925
|
|
|
6
|
|
|
75
|
|
|
2,006
|
|
Income tax expense
(benefit)
|
768
|
|
|
493
|
|
|
—
|
|
|
326
|
|
|
1,587
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
1,291
|
|
|
2,480
|
|
EBITDA
|
7,122
|
|
|
4,207
|
|
|
(567)
|
|
|
1,463
|
|
|
12,225
|
|
|
—
|
|
|
5,994
|
|
|
(769)
|
|
|
5,677
|
|
|
10,902
|
|
Non-cash stock-based
compensation
|
60
|
|
|
8
|
|
|
13
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
Change in contingent
consideration fair value
|
—
|
|
|
1,445
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Transaction
costs
|
—
|
|
|
279
|
|
|
—
|
|
|
194
|
|
|
473
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
6
|
|
|
70
|
|
Severance and
executive recruiting costs
|
98
|
|
|
533
|
|
|
20
|
|
|
—
|
|
|
651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amortization of hotel
signing fees and lock subsidies
|
—
|
|
|
262
|
|
|
65
|
|
|
—
|
|
|
327
|
|
|
—
|
|
|
228
|
|
|
20
|
|
|
—
|
|
|
248
|
|
Other (gain) loss on
disposal of assets
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
(111)
|
|
|
—
|
|
|
(6)
|
|
|
(117)
|
|
Foreign currency
transactions (gain) loss
|
—
|
|
|
(21)
|
|
|
—
|
|
|
—
|
|
|
(21)
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
Adjusted
EBITDA
|
7,280
|
|
|
6,756
|
|
|
(469)
|
|
|
1,657
|
|
|
15,224
|
|
|
—
|
|
|
6,197
|
|
|
(745)
|
|
|
5,677
|
|
|
11,129
|
|
Interest
expense
|
—
|
|
|
(498)
|
|
|
—
|
|
|
(82)
|
|
|
(580)
|
|
|
—
|
|
|
(240)
|
|
|
—
|
|
|
(16)
|
|
|
(256)
|
|
Adjusted income tax
(expense) benefit
|
(2,162)
|
|
|
(276)
|
|
|
—
|
|
|
(320)
|
|
|
(2,758)
|
|
|
—
|
|
|
(1,189)
|
|
|
—
|
|
|
(1,291)
|
|
|
(2,480)
|
|
Adjusted net
income (loss)
|
$
|
5,118
|
|
|
$
|
5,982
|
|
|
$
|
(469)
|
|
|
$
|
1,255
|
|
|
$
|
11,886
|
|
|
$
|
—
|
|
|
$
|
4,768
|
|
|
$
|
(745)
|
|
|
$
|
4,370
|
|
|
$
|
8,393
|
|
Adjusted net
income (loss) per diluted share available to
common stockholders (2)
|
$
|
1.20
|
|
|
$
|
1.41
|
|
|
$
|
(0.11)
|
|
|
$
|
0.30
|
|
|
$
|
2.80
|
|
|
$
|
—
|
|
|
$
|
1.79
|
|
|
$
|
(0.28)
|
|
|
$
|
1.64
|
|
|
$
|
3.15
|
|
Weighted average
diluted shares
|
4,251
|
|
|
4,251
|
|
|
4,251
|
|
|
4,251
|
|
|
4,251
|
|
|
2,664
|
|
|
2,664
|
|
|
2,664
|
|
|
2,664
|
|
|
2,664
|
|
|
|
(1)
|
Represents RED
Hospitality & Leisure LLC, Pure Wellness and Lismore Capital
LLC.
|
(2)
|
The sum of the
adjusted net income (loss) per diluted share available to common
stockholders, as calculated for the subsidiaries, may
differ from the Hospitality Products & Services total
due to rounding.
|
View original
content:http://www.prnewswire.com/news-releases/ashford-reports-second-quarter-2019-results-300895319.html
SOURCE Ashford Inc.