EX-99.1 2 ainc2018q4earningsrelease-.htm EXHIBIT 99.1 Exhibit
EXHIBIT 99.1


ashfordk150dpa01.jpg
NEWS RELEASE

Contact:  
 
Deric Eubanks
 
Jordan Jennings
 
Joe Calabrese
 
 
Chief Financial Officer
 
Investor Relations
 
Financial Relations Board
 
 
(972) 490-9600
 
(972) 778-9487
 
(212) 827-3772


ASHFORD REPORTS FOURTH QUARTER AND YEAR END 2018 RESULTS
Assets Under Management $6.5 Billion at Quarter End
Total Revenue Increased 72% in the Fourth Quarter
Full Year Total Revenue Increased 140%
Net Income Attributable to Common Stockholders $0.3 Million in the Fourth Quarter
Adjusted EBITDA Increased 65% in the Fourth Quarter
Full Year Adjusted EBITDA Increased 65%
Adjusted Net Income per Share Increased 15% in the Fourth Quarter
Full Year Adjusted Net Income per Share Increased 19%
Announced Enhanced Return Funding Program with Braemar Hotels & Resorts

DALLAS, February 28, 2019 - Ashford Inc. (NYSE American: AINC) (“Ashford” or the “Company”) today reported the following results and performance measures for the fourth quarter and year ended December 31, 2018. Unless otherwise stated, all reported results compare the fourth quarter and year ended December 31, 2018, with the fourth quarter and year ended December 31, 2017 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.
STRATEGIC OVERVIEW
High-growth, fee-based business model
Diversified platform of multiple fee generators
Seeks to grow in three primary areas:
Expanding 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 income attributable to common stockholders for the fourth quarter of 2018 totaled $0.3 million, or $0.14 per share, compared with a net loss of $7.4 million, or $3.58 per share, in the prior year quarter. Adjusted net income for the fourth quarter was $9.3 million, or $2.20 per diluted share, compared with $4.9 million, or $1.91 per diluted share, in the prior year quarter.





Ashford Reports Fourth Quarter Results
Page 2
February 28, 2019



Total revenue for the fourth quarter of 2018 was $51.0 million, reflecting a growth rate of 72% over the prior year quarter. Total revenue for the full year 2018 was $195.5 million, reflecting a growth rate of 140% over the prior year.
Adjusted EBITDA for the fourth quarter was $8.0 million reflecting a growth rate of 65% over the prior year quarter. Adjusted EBITDA for the full year 2018 was $28.8 million, reflecting a growth rate of 65% over the prior year.
At the end of the fourth quarter of 2018, the Company had approximately $6.5 billion of assets under management.
In September and October, the Company completed an underwritten public offering of 280,000 shares of common stock resulting in net proceeds of approximately $19 million.
On January 17, 2019, the Company announced the new Enhanced Return Funding Program agreement with Braemar Hotels & Resorts.
As of December 31, 2018, the Company had corporate cash of $50.4 million.

ENHANCED RETURN FUNDING PROGRAM WITH BRAEMAR HOTELS & RESORTS
On January 17, 2019, the Company announced that it entered into an agreement with Braemar Hotels & Resorts, Inc. (NYSE: BHR) (“Braemar”) for the new Enhanced Return Funding Program (“ERFP” or the “Program”).  Under the Program with Braemar, 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.

Braemar’s acquisition of the Ritz-Carlton Lake Tahoe located in Truckee, California, which was completed on January 15, 2019 for $103 million, is the first hotel acquisition by Braemar to benefit from the Program. In connection with this acquisition, and subject to the terms of the ERFP, the Company has committed to provide Braemar with approximately $10.3 million of cash via the future purchase of hotel furniture, fixtures, and equipment (“FF&E”) at Braemar properties.

The Program is expected to generate attractive returns on invested capital for Ashford via incremental base advisory fees, potential incentive fees, fees for various products and services offered, and tax savings.

ENHANCED RETURN FUNDING PROGRAM WITH ASHFORD TRUST
During the second quarter of 2018, the Company entered into an agreement with Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or “Trust”) for an ERFP. 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 acquired four hotels for a combined $406 million under the Program.

During the quarter, Trust completed the acquisition of the La Posada de Santa Fe in Santa Fe, New Mexico for $50 million, which is the second hotel acquisition to benefit from the ERFP. Also, during the quarter, the Company acquired $16.1 million in FF&E from Ashford Trust, fulfilling its ERFP obligation on the Hilton Alexandria Old Town and La Posada de Santa Fe acquisitions.

Subsequent to quarter end, Trust completed the acquisition of the Embassy Suites New York Midtown Manhattan in New York, New York for $195 million, becoming the third hotel acquisition to benefit from the ERFP. In connection with the acquisition, the Company has committed to provide Ashford Trust with approximately $19.5 million of cash under the ERFP via the future purchase of FF&E at Trust properties.




Ashford Reports Fourth Quarter Results
Page 3
February 28, 2019


Subsequent to quarter end, Trust completed the acquisition of the Hilton Santa Cruz/Scotts Valley in Santa Cruz, California for $50 million, becoming the fourth hotel acquisition to benefit from the ERFP. In connection with the acquisition, the Company has committed to provide Ashford Trust with approximately $5 million of cash under the ERFP via the future purchase of FF&E at Trust properties.

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 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 produced Adjusted EBITDA of $3.7 million in the fourth quarter and $5.4 million since the acquisition.

J&S AUDIO VISUAL UPDATE
The Company currently owns an 85% controlling interest in a privately-held company that conducts the business of J&S Audio Visual in the United States, Mexico, and the Dominican Republic (“J&S”). J&S provides an integrated suite of audio visual services, including show and event services, hospitality services, creative services, and design and integration, making J&S a leading single-source solution for their clients’ meeting and event needs. The Company’s 85% interest in J&S resulted in Adjusted EBITDA of $0.3 million in the fourth quarter, which is consistent with historical seasonality, and $5.1 million in Adjusted EBITDA for the full year. Additionally, as of the end of the fourth quarter, J&S had multi-year contracts in place with 74 hotels and convention centers, in addition to regular business representing over 2,500 annual events and productions, 500 venue locations, and 650 clients.

FINANCIAL RESULTS
Net income attributable to common stockholders for the quarter totaled $0.3 million, or $0.14 per share, compared with a net loss of $7.4 million, or $3.58 per share, in the prior year quarter. Adjusted net income for the quarter was $9.3 million, or $2.20 per diluted share, compared with $4.9 million, or $1.91 per diluted share, in the prior year quarter.

For the quarter ended December 31, 2018, base advisory fee revenue was $11.4 million, which reflected a growth rate of 4.0% over the prior year quarter. The base advisory fee revenue in the fourth quarter was comprised of $8.9 million from Ashford Trust and $2.5 million from Braemar.

Adjusted EBITDA for the quarter was $8.0 million, compared with $4.8 million for the fourth quarter of 2017, reflecting a growth rate of 65%.

For 2018, the Company earned a $2.0 million incentive fee from Braemar. The incentive fee will be paid and recognized as revenue by the Company over a three-year period, subject to the FCCR condition in accordance with the advisory agreement.

CAPITAL STRUCTURE
At the end of the fourth quarter of 2018, the Company had approximately $6.5 billion of assets under management from its advised platforms. The Company had corporate cash of $50.4 million, 2.8 million fully diluted shares, and a current fully diluted equity market capitalization of approximately $165 million. The Company’s financial results include 1.45 million common shares associated with its Series B convertible preferred stock. The Company had $18.0 million of loans at December 31, 2018, of which approximately $2.8 million related to its joint venture partners’ share of those loans.



Ashford Reports Fourth Quarter Results
Page 4
February 28, 2019



In September and October 2018, the Company completed its underwritten public offering of 280,000 shares of common stock at a price to the public of $74.50 per share. Total net proceeds from the offering, after deducting the underwriters’ discounts, commissions and offering expenses, were approximately $19 million.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS
During the quarter, Trust completed the acquisition of the 157-room La Posada de Santa Fe in Santa Fe, New Mexico for $50 million. This was the second Trust acquisition to benefit from the ERFP.
Subsequent to quarter end, Trust completed the acquisition of the 310-room Embassy Suites New York Midtown Manhattan in New York, New York for $195 million. This was the third Trust acquisition to benefit from the ERFP.
Subsequent to quarter end, Trust completed the acquisition of the 178-room Hilton Santa Cruz/Scotts Valley in Santa Cruz, California for $50 million. This was the fourth Trust acquisition to benefit from the ERFP.

BRAEMAR HOTELS & RESORTS HIGHLIGHTS
During the quarter, Braemar completed an offering of its 8.25% Series D Cumulative Preferred Stock raising net proceeds of approximately $38.7 million, which were used to partially fund the acquisition of the Ritz-Carlton Lake Tahoe.
Braemar remains on track with its Autograph Collection conversions at both the Courtyard Philadelphia Downtown and Courtyard San Francisco Downtown.
Subsequent to quarter end, Braemar entered into the new Enhanced Return Funding Program with Ashford Inc.
Subsequent to quarter end, Braemar completed the acquisition of the 170-room Ritz-Carlton Lake Tahoe in Truckee, California for $103 million. This was the first Braemar acquisition to benefit from the ERFP.
Subsequent to quarter end, Braemar refinanced a mortgage loan with an existing outstanding balance totaling approximately $187 million with a new mortgage loan totaling $195 million.

“We are pleased with our operating results for 2018, which reflect the diligent execution of our strategy focused on growing our advised platforms and acquiring growth-oriented hospitality-related businesses,” commented Monty J. Bennett, Ashford’s Chairman and Chief Executive Officer. “During the year, through the acquisition of Premier Project Management, we added scale, diversification and enhanced our competitive position in the hospitality industry, and we also continued to benefit from strong growth within our service businesses. We remain extremely excited about our Enhanced Return Funding Program with our advised platforms and so far have successfully partnered with them on the acquisition of five high-quality hotels totaling over $500 million in new assets. We believe these two ERFP 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. Looking ahead to 2019, we are well-positioned to continue to successfully execute on our strategy.”

INVESTOR CONFERENCE CALL AND SIMULCAST
The Company will conduct a conference call on Friday, March 1, 2019, at 12:00 p.m. ET. The number for this interactive teleconference is (323) 794-2093.  A replay of the conference call will be available through Friday, March 8, 2019, by dialing (719) 457-0820 and entering the confirmation number 8529693.




Ashford Reports Fourth Quarter Results
Page 5
February 28, 2019


The Company will also provide an online simulcast and rebroadcast of its fourth quarter 2018 earnings release conference call. The live broadcast of the Company’s quarterly conference call will be available online at the Company's web site, www.ashfordinc.com on Friday, March 1, 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



Ashford Reports Fourth Quarter Results
Page 6
February 28, 2019


Exchange Commission (SEC) including Ashford’s definitive proxy statement filed with the SEC on July 12, 2018 and Ashford’s 10-K filed with the SEC on March 12, 2018.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.










ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
 
December 31, 2018
 
December 31, 2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
51,529

 
$
36,480

Restricted cash
7,914

 
9,076

Accounts receivable, net
4,928

 
5,127

Due from affiliates
45

 

Due from Ashford Trust OP
5,293

 
13,346

Due from Braemar OP
1,996

 
1,738

Inventories
1,202

 
1,066

Prepaid expenses and other
3,902

 
2,913

Total current assets
76,809

 
69,746

Investments in unconsolidated entities
500

 
500

Furniture, fixtures and equipment, net
47,947

 
21,154

Goodwill
59,683

 
12,947

Intangible assets, net
193,194

 
9,713

Other assets
872

 
750

Total assets
$
379,005

 
$
114,810

LIABILITIES
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
24,880

 
$
20,451

Due to affiliates
2,032

 
4,272

Deferred income
148

 
459

Deferred compensation plan
173

 
311

Notes payable, net
2,595

 
1,751

Other liabilities
8,418

 
9,076

Total current liabilities
38,246

 
36,320

Accrued expenses

 
78

Deferred income
13,396

 
13,440

Deferred tax liability, net
31,506

 

Deferred compensation plan
10,401

 
18,948

Notes payable, net
15,177

 
9,956

Total liabilities
108,726

 
78,742

MEZZANINE EQUITY
 
 
 
Series B cumulative convertible preferred stock, $25 par value, 8,120,000 shares issued and outstanding, net of discount at December 31, 2018
200,847

 

Redeemable noncontrolling interests
3,531

 
5,111

EQUITY
 
 
 
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
 
 
 
Series A cumulative preferred stock, no shares issued and outstanding at December 31, 2018 and December 31, 2017

 

Common stock, $0.01 par value, 100,000,000 shares authorized, 2,391,541 and 2,093,556 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
24

 
21

Additional paid-in capital
280,159

 
249,695

Accumulated deficit
(214,242
)
 
(219,396
)
Accumulated other comprehensive income (loss)
(498
)
 
(135
)
Total stockholders’ equity of the Company
65,443

 
30,185

Noncontrolling interests in consolidated entities
458

 
772

Total equity
65,901

 
30,957

Total liabilities and equity
$
379,005

 
$
114,810



7








ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
 
Three Months Ended
 
Year Ended
 
December 31,
 
December 31,
 
2018
 
2017
 
2018
 
2017
REVENUE
 
 
 
 
 

 
 

Advisory services:
 
 
 
 
 
 
 
Base advisory fee
$
11,365

 
$
10,924

 
$
44,905

 
$
43,523

Incentive advisory fee
1,131

 
771

 
2,487

 
3,083

Reimbursable expenses
2,785

 
2,251

 
9,837

 
9,705

Non-cash stock/unit-based compensation
5,946

 
3,945

 
31,726

 
9,394

Other advisory revenue
131

 
131

 
521

 
277

Audio visual
19,974

 
9,186

 
81,186

 
9,186

Project management
7,018

 

 
10,634

 

Other
2,626

 
2,458

 
14,224

 
6,405

Total revenue
50,976

 
29,666

 
195,520

 
81,573

EXPENSES
 
 
 
 
 
 
 
Salaries and benefits
7,243

 
16,033

 
37,853

 
43,610

Non-cash stock/unit-based compensation
8,017

 
6,044

 
41,917

 
17,863

Cost of revenues for audio visual
16,555

 
7,757

 
64,555

 
7,757

Cost of revenues for project management
1,978

 

 
3,167

 

Depreciation and amortization
4,137

 
891

 
9,342

 
2,527

General and administrative
7,137

 
4,870

 
34,356

 
17,113

Impairment

 

 
1,919

 
1,072

Other
1,078

 
1,535

 
3,250

 
2,153

Total operating expenses
46,145

 
37,130

 
196,359

 
92,095

OPERATING INCOME (LOSS)
4,831

 
(7,464
)
 
(839
)
 
(10,522
)
Interest expense
(366
)
 
(72
)
 
(959
)
 
(83
)
Amortization of loan costs
(64
)
 
(15
)
 
(241
)
 
(39
)
Interest income
41

 
91

 
329

 
244

Dividend income

 

 

 
93

Unrealized gain (loss) on investments

 

 

 
203

Realized gain (loss) on investments

 

 

 
(294
)
Other income (expense)
(496
)
 
(47
)
 
(834
)
 
(73
)
INCOME (LOSS) BEFORE INCOME TAXES
3,946

 
(7,507
)
 
(2,544
)
 
(10,471
)
Income tax (expense) benefit
(1,229
)
 
(475
)
 
10,364

 
(9,723
)
NET INCOME (LOSS)
2,717

 
(7,982
)
 
7,820

 
(20,194
)
(Income) loss from consolidated entities attributable to noncontrolling interests
220

 
91

 
924

 
358

Net (income) loss attributable to redeemable noncontrolling interests
621

 
489

 
1,438

 
1,484

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
3,558

 
(7,402
)
 
10,182

 
(18,352
)
Preferred dividends
(2,791
)
 

 
(4,466
)
 

Amortization of preferred stock discount
(427
)
 

 
(730
)
 

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
$
340

 
$
(7,402
)
 
$
4,986

 
$
(18,352
)
 
 
 
 
 
 
 
 
INCOME (LOSS) PER SHARE - BASIC AND DILUTED
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
0.14

 
$
(3.58
)
 
$
2.29

 
$
(9.04
)
Weighted average common shares outstanding - basic
2,381

 
2,069

 
2,170

 
2,031

Diluted:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
(1.96
)
 
$
(3.72
)
 
$
(2.11
)
 
$
(9.59
)
Weighted average common shares outstanding - diluted
2,652

 
2,118

 
2,332

 
2,067


8








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,
 
2018
 
2017
 
2018
 
2017
Net income (loss)
$
2,717

 
$
(7,982
)
 
$
7,820

 
$
(20,194
)
(Income) loss from consolidated entities attributable to noncontrolling interests
220

 
91

 
924

 
358

Net (income) loss attributable to redeemable noncontrolling interests
621

 
489

 
1,438

 
1,484

Net income (loss) attributable to the company
3,558

 
(7,402
)
 
10,182

 
(18,352
)
Interest expense
313

 
60

 
826

 
68

Amortization of loan costs
59

 
10

 
215

 
23

Depreciation and amortization
4,788

 
1,182

 
12,330

 
2,799

Income tax expense (benefit)
1,217

 
475

 
(10,431
)
 
9,723

Net income (loss) attributable to redeemable noncontrolling interests (1)

 
(15
)
 
9

 
(19
)
EBITDA
9,935

 
(5,690
)
 
13,131

 
(5,758
)
Equity-based compensation
1,960

 
2,092

 
10,013

 
8,440

Market change in deferred compensation plan
(4,904
)
 
6,737

 
(8,444
)
 
10,410

Change in contingent consideration fair value

 
1,066

 
338

 
1,066

Transaction costs
836

 
593

 
11,213

 
2,906

Software implementation costs

 
17

 
45

 
165

Reimbursed software costs
(462
)
 
(218
)
 
(1,627
)
 
(710
)
Impairment

 

 
1,919

 

Dead deal costs
8

 

 
17

 

Realized and unrealized (gain) loss on derivatives

 

 

 
41

Legal and settlement costs

 
(8
)
 
(50
)
 
470

Severance costs
3

 

 
1,319

 
170

Amortization of hotel signing fees and lock subsidies
245

 
174

 
628

 
174

Other (gain) loss on disposal of assets
279

 

 
188

 

Foreign currency transactions (gain) loss
55

 
51

 
60

 
51

Adjusted EBITDA
$
7,955

 
$
4,814

 
$
28,750

 
$
17,425

(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.

9








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,
 
2018
 
2017
 
2018
 
2017
Net income (loss)
$
2,717

 
$
(7,982
)
 
$
7,820

 
$
(20,194
)
(Income) loss from consolidated entities attributable to noncontrolling interests
220

 
91

 
924

 
358

Net (income) loss attributable to redeemable noncontrolling interests
621

 
489

 
1,438

 
1,484

Preferred dividends
(2,791
)
 

 
(4,466
)
 

Amortization of preferred stock discount
(427
)
 

 
(730
)
 

Net income (loss) attributable to common stockholders
340

 
(7,402
)
 
4,986

 
(18,352
)
Amortization of loan costs
59

 
10

 
215

 
23

Depreciation and amortization
4,788

 
1,182

 
12,330

 
2,799

Net income (loss) attributable to redeemable noncontrolling interests (1)

 
(15
)
 
9

 
(19
)
Preferred dividends
2,791

 

 
4,466

 

Amortization of preferred stock discount
427

 

 
730

 

Equity-based compensation
1,960

 
2,092

 
10,013

 
8,440

Market change in deferred compensation plan
(4,904
)
 
6,737

 
(8,444
)
 
10,410

Change in contingent consideration fair value

 
1,066

 
338

 
1,066

Transaction costs
836

 
593

 
11,213

 
2,906

Software implementation costs

 
17

 
45

 
165

Reimbursed software costs
(462
)
 
(218
)
 
(1,627
)
 
(710
)
Impairment

 

 
1,919

 

Dead deal costs
8

 

 
17

 

Realized and unrealized (gain) loss on derivatives

 

 

 
41

Legal and settlement costs

 
(8
)
 
(50
)
 
470

Severance costs
3

 

 
1,319

 
170

Amortization of hotel signing fees and lock subsidies
245

 
174

 
628

 
174

Other (gain) loss on disposal of assets
279

 

 
188

 

Foreign currency transactions (gain) loss
55

 
51

 
60

 
51

GAAP income tax expense (benefit)
1,217

 
475

 
(10,431
)
 
9,723

Adjusted income tax (expense) benefit (2) (3)
1,691

 
155

 
(1,809
)
 
(1,290
)
Adjusted net income
$
9,333

 
$
4,909

 
$
26,115

 
$
16,067

Adjusted net income per diluted share available to common stockholders
$
2.20

 
$
1.91

 
$
8.01

 
$
6.75

Weighted average diluted shares
4,236

 
2,572

 
3,262

 
2,381

 
 
 
 
 
 
 
 
Components of weighted average diluted shares
 
 
 
 
 
 
 
Common shares
2,385

 
2,072

 
2,174

 
2,037

Series B cumulative convertible preferred stock
1,450

 

 
575

 

Deferred compensation plan
205

 
208

 
206

 
209

Stock options
121

 
243

 
239

 
99

OpenKey put option
31

 
23

 
24

 
30

J&S put option
35

 
26

 
35

 
6

Restricted shares
9

 

 
9

 

Weighted average diluted shares
4,236

 
2,572

 
3,262

 
2,381

 
 
 
 
 
 
 
 
Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit
 
 
 
 
 
 
 
GAAP Income tax (expense) benefit
$
(1,229
)
 
$
(475
)
 
$
10,364

 
$
(9,723
)
Less current income tax (expense) benefit attributable to noncontrolling interests
(12
)
 

 
(67
)
 

GAAP Income tax (expense) benefit excluding noncontrolling interests
(1,217
)
 
(475
)
 
10,431

 
(9,723
)
Less deferred income tax (expense) benefit
(2,908
)
 

 
12,240

 

Less adjustment to income tax expense from restructuring

 
(630
)
 

 
(8,433
)
Adjusted income tax (expense) benefit (2) (3)
$
1,691

 
$
155

 
$
(1,809
)
 
$
(1,290
)
(1) Represents the 0.2% interest in Ashford Hospitality Advisors, LLC prior to the legal restructuring of our organizational structure on April 6, 2017 and 0.2% interest in Ashford Hospitality Holdings, LLC thereafter.
(2) Beginning in 2018, income tax expense (benefit) is adjusted to exclude the effects of deferred income tax expense (benefit) because current income tax expense (benefit) (i) provides a more accurate period-over-period comparison of the ongoing operating performance of our advisory and hospitality products and services businesses, and (ii) provides more useful information to investors regarding our economic performance inclusive of the impacts from the Tax Cuts and Jobs Act beginning January 1, 2018. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017.
(3) Prior period amounts represent the impact of our second quarter 2017 legal entity restructuring on income tax expense for the three and twelve month periods ended December 31, 2017.

10








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, 2018
 
Three Months Ended December 31, 2017
 
REIT Advisory
 
Hospitality Products & Services
 
Corporate/ Other
 
Ashford Inc. Consolidated
 
REIT Advisory
 
Hospitality Products & Services
 
Corporate/ Other
 
Ashford Inc. Consolidated
REVENUE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory services:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Base advisory fee - Trust
$
8,871

 
$

 
$

 
$
8,871

 
$
8,704

 
$

 
$

 
$
8,704

Incentive advisory fee - Trust
453

 

 

 
453

 
453

 

 

 
453

Reimbursable expenses - Trust
2,260

 

 

 
2,260

 
1,698

 

 

 
1,698

Non-cash stock/unit-based compensation - Trust
4,705

 

 

 
4,705

 
3,329

 

 

 
3,329

Base advisory fee - Braemar
2,494

 

 

 
2,494

 
2,220

 

 

 
2,220

Incentive advisory fee - Braemar
678

 

 

 
678

 
318

 

 

 
318

Reimbursable expenses - Braemar
525

 

 

 
525

 
553

 

 

 
553

Non-cash stock/unit-based compensation - Braemar
1,241

 

 

 
1,241

 
616

 

 

 
616

Other advisory revenue - Braemar
131

 

 

 
131

 
131

 

 

 
131

Audio visual

 
19,974

 

 
19,974

 

 
9,186

 

 
9,186

Project management

 
7,018

 

 
7,018

 

 

 

 

Other
769

 
1,857

 

 
2,626

 
1,657

 
801

 

 
2,458

Total revenue
22,127

 
28,849

 

 
50,976

 
19,679

 
9,987

 

 
29,666

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and benefits

 
3,688

 
7,929

 
11,617

 

 
1,592

 
7,382

 
8,974

Market change in deferred compensation plan

 

 
(4,904
)
 
(4,904
)
 

 

 
6,737

 
6,737

REIT non-cash stock/unit-based compensation expense
5,946

 
109

 

 
6,055

 
3,945

 

 

 
3,945

AINC and subsidiary non-cash stock/unit-based compensation expense

 
4

 
1,958

 
1,962

 

 
12

 
2,087

 
2,099

Reimbursable expenses
2,785

 

 

 
2,785

 
2,251

 

 

 
2,251

Cost of audio visual revenues

 
16,555

 

 
16,555

 

 
7,757

 

 
7,757

Cost of project management revenues

 
1,978

 

 
1,978

 

 

 

 

General and administrative

 
3,171

 
1,711

 
4,882

 

 
1,433

 
1,508

 
2,941

Depreciation and amortization
562

 
3,458

 
117

 
4,137

 
376

 
344

 
171

 
891

Other

 
1,080

 
(2
)
 
1,078

 

 
469

 
1,066

 
1,535

Total operating expenses
9,293

 
30,043

 
6,809

 
46,145

 
6,572

 
11,607

 
18,951

 
37,130

OPERATING INCOME (LOSS)
12,834

 
(1,194
)
 
(6,809
)
 
4,831

 
13,107

 
(1,620
)
 
(18,951
)
 
(7,464
)
Other

 
(841
)
 
(44
)
 
(885
)
 

 
(134
)
 
91

 
(43
)
INCOME (LOSS) BEFORE INCOME TAXES
12,834

 
(2,035
)
 
(6,853
)
 
3,946

 
13,107

 
(1,754
)
 
(18,860
)
 
(7,507
)
Income tax (expense) benefit
(4,525
)
 
152

 
3,144

 
(1,229
)
 
(5,429
)
 
280

 
4,674

 
(475
)
NET INCOME (LOSS)
8,309

 
(1,883
)
 
(3,709
)
 
2,717

 
7,678

 
(1,474
)
 
(14,186
)
 
(7,982
)
(Income) loss from consolidated entities attributable to noncontrolling interests

 
220

 

 
220

 

 
91

 

 
91

Net (income) loss attributable to redeemable noncontrolling interests

 
621

 

 
621

 

 
474

 
15

 
489

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
$
8,309

 
$
(1,042
)
 
$
(3,709
)
 
$
3,558

 
$
7,678

 
$
(909
)
 
$
(14,171
)
 
$
(7,402
)
Interest expense

 
277

 
36

 
313

 

 
60

 

 
60

Amortization of loan costs

 
14

 
45

 
59

 

 
10

 

 
10

Depreciation and amortization
562

 
4,109

 
117

 
4,788

 
376

 
635

 
171

 
1,182

Income tax expense (benefit)
4,525

 
(164
)
 
(3,144
)
 
1,217

 
5,429

 
(280
)
 
(4,674
)
 
475

Net income (loss) attributable to redeemable noncontrolling interests (1)

 

 

 

 

 

 
(15
)
 
(15
)
EBITDA
13,396

 
3,194

 
(6,655
)
 
9,935

 
13,483

 
(484
)
 
(18,689
)
 
(5,690
)
Equity-based compensation

 
1

 
1,959

 
1,960

 

 
5

 
2,087

 
2,092

Market change in deferred compensation plan

 

 
(4,904
)
 
(4,904
)
 

 

 
6,737

 
6,737

Change in contingent consideration fair value

 

 

 

 

 

 
1,066

 
1,066

Transaction costs

 
6

 
830

 
836

 

 
3

 
590

 
593

Software implementation costs

 

 

 

 
16

 

 
1

 
17

Reimbursed software costs, net
(462
)
 

 

 
(462
)
 
(218
)
 

 

 
(218
)
Dead deal costs

 

 
8

 
8

 

 

 

 

Legal and settlement costs

 

 

 

 

 

 
(8
)
 
(8
)
Severance costs

 
3

 

 
3

 

 

 

 

Amortization of hotel signing fees and lock subsidies

 
245

 

 
245

 

 
174

 

 
174

Other (gain) loss on disposal of assets

 
279

 

 
279

 

 

 

 

Foreign currency transactions (gain) loss

 
55

 

 
55

 

 
51

 

 
51

Adjusted EBITDA
12,934

 
3,783

 
(8,762
)
 
7,955

 
13,281

 
(251
)
 
(8,216
)
 
4,814

Interest expense

 
(277
)
 
(36
)
 
(313
)
 

 
(60
)
 

 
(60
)
Adjusted income tax (expense) benefit
(275
)
 
(62
)
 
2,028

 
1,691

 
(5,429
)
 
280

 
4,674

 
(475
)
Adjustment to income tax expense from restructuring

 

 

 

 

 

 
630

 
630

Adjusted net income (loss)
$
12,659

 
$
3,444

 
$
(6,770
)
 
$
9,333

 
$
7,852

 
$
(31
)
 
$
(2,912
)
 
$
4,909

Adjusted net income (loss) per diluted share available to common stockholders (2)
$
2.99

 
$
0.81

 
$
(1.60
)
 
$
2.20

 
$
3.05

 
$
(0.01
)
 
$
(1.13
)
 
$
1.91

Weighted average diluted shares
4,236

 
4,236

 
4,236

 
4,236

 
2,572

 
2,572

 
2,572

 
2,572

(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.

11








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, 2018
 
Year Ended December 31, 2017
 
REIT Advisory
 
Hospitality Products & Services
 
Corporate/ Other
 
Ashford Inc. Consolidated
 
REIT Advisory
 
Hospitality Products & Services
 
Corporate/ Other
 
Ashford Inc. Consolidated
REVENUE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advisory services:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Base advisory fee - Trust
$
35,482

 
$

 
$

 
$
35,482

 
$
34,724

 
$

 
$

 
$
34,724

Incentive advisory fee - Trust
1,809

 

 

 
1,809

 
1,809

 

 

 
1,809

Reimbursable expenses - Trust
7,905

 

 

 
7,905

 
7,600

 

 

 
7,600

Non-cash stock/unit-based compensation - Trust
25,245

 

 

 
25,245

 
11,077

 

 

 
11,077

Base advisory fee - Braemar
9,423

 

 

 
9,423

 
8,799

 

 

 
8,799

Incentive advisory fee - Braemar
678

 

 

 
678

 
1,274

 

 

 
1,274

Reimbursable expenses - Braemar
1,932

 

 

 
1,932

 
2,105

 

 

 
2,105

Non-cash stock/unit-based compensation - Braemar
6,481

 

 

 
6,481

 
(1,683
)
 

 

 
(1,683
)
Other advisory revenue - Braemar
521

 

 

 
521

 
277

 

 

 
277

Audio visual

 
81,186

 

 
81,186

 

 
9,186

 

 
9,186

Project management

 
10,634

 

 
10,634

 

 

 

 

Other
8,467

 
5,757

 

 
14,224

 
4,006

 
2,399

 

 
6,405

Total revenue
97,943

 
97,577

 

 
195,520

 
69,988

 
11,585

 

 
81,573

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and benefits

 
11,325

 
33,412

 
44,737

 

 
3,351

 
28,561

 
31,912

Market change in deferred compensation plan

 

 
(8,444
)
 
(8,444
)
 

 

 
10,410

 
10,410

REIT non-cash stock/unit-based compensation expense
31,726

 
173

 

 
31,899

 
9,394

 

 

 
9,394

AINC and subsidiary non-cash stock/unit-based compensation expense

 
10

 
10,008

 
10,018

 

 
39

 
8,430

 
8,469

Reimbursable expenses
9,837

 

 

 
9,837

 
9,705

 

 

 
9,705

Cost of audio visual revenues

 
64,555

 

 
64,555

 

 
7,757

 

 
7,757

Cost of project management revenues

 
3,167

 

 
3,167

 

 

 

 

General and administrative

 
11,410

 
14,669

 
26,079

 

 
2,998

 
5,698

 
8,696

Depreciation and amortization
2,129

 
6,685

 
528

 
9,342

 
1,373

 
394

 
760

 
2,527

Impairment
1,863

 

 
56

 
1,919

 
1,041

 

 
31

 
1,072

Other

 
2,913

 
337

 
3,250

 

 
1,087

 
1,066

 
2,153

Total operating expenses
45,555

 
100,238

 
50,566

 
196,359

 
21,513

 
15,626

 
54,956

 
92,095

OPERATING INCOME (LOSS)
52,388

 
(2,661
)
 
(50,566
)
 
(839
)
 
48,475

 
(4,041
)
 
(54,956
)
 
(10,522
)
Other

 
(1,764
)
 
59

 
(1,705
)
 

 
(181
)
 
232

 
51

INCOME (LOSS) BEFORE INCOME TAXES
52,388

 
(4,425
)
 
(50,507
)
 
(2,544
)
 
48,475

 
(4,222
)
 
(54,724
)
 
(10,471
)
Income tax (expense) benefit
(12,566
)
 
(175
)
 
23,105

 
10,364

 
(18,324
)
 
280

 
8,321

 
(9,723
)
NET INCOME (LOSS)
39,822

 
(4,600
)
 
(27,402
)
 
7,820

 
30,151

 
(3,942
)
 
(46,403
)
 
(20,194
)
(Income) loss from consolidated entities attributable to noncontrolling interests

 
924

 

 
924

 

 
504

 
(146
)
 
358

Net (income) loss attributable to redeemable noncontrolling interests

 
1,447

 
(9
)
 
1,438

 

 
1,465

 
19

 
1,484

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
$
39,822

 
$
(2,229
)
 
$
(27,411
)
 
$
10,182

 
$
30,151

 
$
(1,973
)
 
$
(46,530
)
 
$
(18,352
)
Interest expense

 
708

 
118

 
826

 

 
68

 

 
68

Amortization of loan costs

 
65

 
150

 
215

 

 
23

 

 
23

Depreciation and amortization
2,129

 
9,673

 
528

 
12,330

 
1,373

 
666

 
760

 
2,799

Income tax expense (benefit)
12,566

 
108

 
(23,105
)
 
(10,431
)
 
18,324

 
(280
)
 
(8,321
)
 
9,723

Net income (loss) attributable to redeemable noncontrolling interests (1)

 

 
9

 
9

 

 

 
(19
)
 
(19
)
EBITDA
54,517

 
8,325

 
(49,711
)
 
13,131

 
49,848

 
(1,496
)
 
(54,110
)
 
(5,758
)
Equity-based compensation

 
4

 
10,009

 
10,013

 

 
10

 
8,430

 
8,440

Market change in deferred compensation plan

 

 
(8,444
)
 
(8,444
)
 

 

 
10,410

 
10,410

Change in contingent consideration fair value

 

 
338

 
338

 

 

 
1,066

 
1,066

Transaction costs

 
76

 
11,137

 
11,213

 

 
170

 
2,736

 
2,906

Software implementation costs

 

 
45

 
45

 
160

 

 
5

 
165

Reimbursed software costs, net
(1,627
)
 

 

 
(1,627
)
 
(741
)
 

 
31

 
(710
)
Impairment
1,863

 

 
56

 
1,919

 

 

 

 

Dead deal costs

 

 
17

 
17

 

 

 

 

Realized and unrealized (gain) loss on derivatives

 

 

 

 

 

 
41

 
41

Legal and settlement costs

 

 
(50
)
 
(50
)
 

 

 
470

 
470

Severance costs

 
18

 
1,301

 
1,319

 

 
88

 
82

 
170

Amortization of hotel signing fees and lock subsidies

 
628

 

 
628

 

 
174

 

 
174

Other (gain) loss on disposal of assets

 
188

 

 
188

 

 

 

 

Foreign currency transactions (gain) loss

 
60

 

 
60

 

 
51

 

 
51

Adjusted EBITDA
54,753

 
9,299

 
(35,302
)
 
28,750

 
49,267

 
(1,003
)
 
(30,839
)
 
17,425

Interest expense

 
(708
)
 
(118
)
 
(826
)
 

 
(68
)
 

 
(68
)
Adjusted income tax (expense) benefit
(7,206
)
 
143

 
5,254

 
(1,809
)
 
(18,324
)
 
280

 
8,321

 
(9,723
)
Adjustment to income tax expense from restructuring

 

 

 

 

 

 
8,433

 
8,433

Adjusted net income (loss)
$
47,547

 
$
8,734

 
$
(30,166
)
 
$
26,115

 
$
30,943

 
$
(791
)
 
$
(14,085
)
 
$
16,067

Adjusted net income (loss) per diluted share available to common stockholders (2)
$
14.58

 
$
2.68

 
$
(9.25
)
 
$
8.01

 
$
13.00

 
$
(0.33
)
 
$
(5.92
)
 
$
6.75

Weighted average diluted shares
3,262

 
3,262

 
3,262

 
3,262

 
2,381

 
2,381

 
2,381

 
2,381

(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.

12








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, 2018
 
Three Months Ended December 31, 2017
 
Premier
 
J&S
 
OpenKey
 
Other (1)
 
Hospitality Products & Services
 
Premier
 
J&S
 
OpenKey
 
Other (1)
 
Hospitality Products & Services
REVENUE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Audio visual
$

 
$
19,974

 
$

 
$

 
$
19,974

 
$

 
$
9,186

 
$

 
$

 
$
9,186

Project management
7,018

 

 

 

 
7,018

 

 

 

 

 

Other

 

 
226

 
1,631

 
1,857

 

 

 
187

 
614

 
801

Total revenue
7,018

 
19,974

 
226

 
1,631

 
28,849

 

 
9,186

 
187

 
614

 
9,987

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and benefits
888

 
2,076

 
392

 
332

 
3,688

 

 
868

 
553

 
171

 
1,592

REIT non-cash stock/unit-based compensation expense
109

 

 

 

 
109

 

 

 

 

 

AINC and subsidiary non-cash stock/unit-based compensation expense

 

 
4

 

 
4

 

 

 
12

 

 
12

Cost of audio visual revenues

 
16,555

 

 

 
16,555

 

 
7,757

 

 

 
7,757

Cost of project management revenues
1,978

 

 

 

 
1,978

 

 

 

 

 

General and administrative
362

 
1,964

 
523

 
322

 
3,171

 

 
1,030

 
299

 
104

 
1,433

Depreciation and amortization
2,740

 
691

 
7

 
20

 
3,458

 

 
319

 
8

 
17

 
344

Other

 

 
246

 
834

 
1,080

 

 

 
166

 
303

 
469

Total operating expenses
6,077

 
21,286

 
1,172

 
1,508

 
30,043

 

 
9,974

 
1,038

 
595

 
11,607

OPERATING INCOME (LOSS)
941

 
(1,312
)
 
(946
)
 
123

 
(1,194
)
 

 
(788
)
 
(851
)
 
19

 
(1,620
)
Other

 
(823
)
 
(5
)
 
(13
)
 
(841
)
 

 
(121
)
 
(4
)
 
(9
)
 
(134
)
INCOME (LOSS) BEFORE INCOME TAXES
941

 
(2,135
)
 
(951
)
 
110

 
(2,035
)
 

 
(909
)
 
(855
)
 
10

 
(1,754
)
Income tax (expense) benefit
(232
)
 
415

 

 
(31
)
 
152

 

 
252

 

 
28

 
280

NET INCOME (LOSS)
709

 
(1,720
)
 
(951
)
 
79

 
(1,883
)
 

 
(657
)
 
(855
)
 
38

 
(1,474
)
(Income) loss from consolidated entities attributable to noncontrolling interests

 

 
241

 
(21
)
 
220

 

 
(49
)
 
142

 
(2
)
 
91

Net (income) loss attributable to redeemable noncontrolling interests

 
332

 
289

 

 
621

 

 
136

 
338

 

 
474

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
$
709

 
$
(1,388
)
 
$
(421
)
 
$
58

 
$
(1,042
)
 
$

 
$
(570
)
 
$
(375
)
 
$
36

 
$
(909
)
Interest expense

 
239

 

 
38

 
277

 

 
58

 

 
2

 
60

Amortization of loan costs

 
10

 
2

 
2

 
14

 

 
5

 
1

 
4

 
10

Depreciation and amortization
2,740

 
1,297

 
3

 
69

 
4,109

 

 
608

 
3

 
24

 
635

Income tax expense (benefit)
232

 
(427
)
 

 
31

 
(164
)
 

 
(252
)
 

 
(28
)
 
(280
)
EBITDA
3,681

 
(269
)
 
(416
)
 
198

 
3,194

 

 
(151
)
 
(371
)
 
38

 
(484
)
Equity-based compensation

 

 
1

 

 
1

 

 

 
5

 

 
5

Transaction costs

 
6

 

 

 
6

 

 

 

 
3

 
3

Severance costs

 

 
3

 

 
3

 

 

 

 

 

Amortization of hotel signing fees and lock subsidies

 
234

 
11

 

 
245

 

 
152

 
22

 

 
174

Other (gain) loss on disposal of assets

 
250

 
29

 

 
279

 

 

 

 

 

Foreign currency transactions (gain) loss

 
55

 

 

 
55

 

 
51

 

 

 
51

Adjusted EBITDA
3,681

 
276

 
(372
)
 
198

 
3,783

 

 
52

 
(344
)
 
41

 
(251
)
Interest expense

 
(239
)
 

 
(38
)
 
(277
)
 

 
(58
)
 

 
(2
)
 
(60
)
Adjusted income tax (expense) benefit
(704
)
 
622

 

 
20

 
(62
)
 

 
252

 

 
28

 
280

Adjusted net income (loss)
$
2,977

 
$
659

 
$
(372
)
 
$
180

 
$
3,444

 
$

 
$
246

 
$
(344
)
 
$
67

 
$
(31
)
Adjusted net income (loss) per diluted share available to common stockholders (2)
$
0.70

 
$
0.16

 
$
(0.09
)
 
$
0.04

 
$
0.81

 
$

 
$
0.10

 
$
(0.13
)
 
$
0.03

 
$
(0.01
)
Weighted average diluted shares
4,236

 
4,236

 
4,236

 
4,236

 
4,236

 
2,572

 
2,572

 
2,572

 
2,572

 
2,572

(1) Represents Pure Wellness, and for the three months ended December 31, 2018, also includes RED Hospitality & Leisure LLC.
(2) The sum of the adjusted net income (loss) per diluted share available to common stockholders as calculated for the subsidiaries may differ from the Hospitality Products & Services total due to rounding.


13








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, 2018
 
Year Ended December 31, 2017
 
Premier
 
J&S
 
OpenKey
 
Other (1)
 
Hospitality Products & Services
 
Premier
 
J&S
 
OpenKey
 
Other (1)
 
Hospitality Products & Services
REVENUE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Audio visual
$

 
$
81,186

 
$

 
$

 
$
81,186

 
$

 
$
9,186

 
$

 
$

 
$
9,186

Project management
10,634

 

 

 

 
10,634

 

 

 

 

 

Other

 

 
999

 
4,758

 
5,757

 

 

 
327

 
2,072

 
2,399

Total revenue
10,634

 
81,186

 
999

 
4,758

 
97,577

 

 
9,186

 
327

 
2,072

 
11,585

EXPENSES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and benefits
1,386

 
6,644

 
2,051

 
1,244

 
11,325

 

 
868

 
1,816

 
667

 
3,351

REIT non-cash stock/unit-based compensation expense
173

 

 

 

 
173

 

 

 

 

 

AINC and subsidiary non-cash stock/unit-based compensation expense

 

 
10

 

 
10

 

 

 
39

 

 
39

Cost of audio visual revenues

 
64,555

 

 

 
64,555

 

 
7,757

 

 

 
7,757

Cost of project management revenues
3,167

 

 

 

 
3,167

 

 

 

 

 

General and administrative
534

 
7,994

 
1,783

 
1,099

 
11,410

 

 
1,030

 
1,431

 
537

 
2,998

Depreciation and amortization
4,358

 
2,221

 
27

 
79

 
6,685

 

 
319

 
25

 
50

 
394

Other

 

 
666

 
2,247

 
2,913

 

 

 
192

 
895

 
1,087

Total operating expenses
9,618

 
81,414

 
4,537

 
4,669

 
100,238

 

 
9,974

 
3,503

 
2,149

 
15,626

OPERATING INCOME (LOSS)
1,016

 
(228
)
 
(3,538
)
 
89

 
(2,661
)
 

 
(788
)
 
(3,176
)
 
(77
)
 
(4,041
)
Other

 
(1,675
)
 
(23
)
 
(66
)
 
(1,764
)
 

 
(121
)
 
(31
)
 
(29
)
 
(181
)
INCOME (LOSS) BEFORE INCOME TAXES
1,016

 
(1,903
)
 
(3,561
)
 
23

 
(4,425
)
 

 
(909
)
 
(3,207
)
 
(106
)
 
(4,222
)
Income tax (expense) benefit
(239
)
 
76

 

 
(12
)
 
(175
)
 

 
252

 

 
28

 
280

NET INCOME (LOSS)
777

 
(1,827
)
 
(3,561
)
 
11

 
(4,600
)
 

 
(657
)
 
(3,207
)
 
(78
)
 
(3,942
)
(Income) loss from consolidated entities attributable to noncontrolling interests

 
58

 
826

 
40

 
924

 

 
(49
)
 
515

 
38

 
504

Net (income) loss attributable to redeemable noncontrolling interests

 
361

 
1,086

 

 
1,447

 

 
136

 
1,329

 

 
1,465

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
$
777

 
$
(1,408
)
 
$
(1,649
)
 
$
51

 
$
(2,229
)
 
$

 
$
(570
)
 
$
(1,363
)
 
$
(40
)
 
$
(1,973
)
Interest expense

 
633

 

 
75

 
708

 

 
58

 

 
10

 
68

Amortization of loan costs

 
40

 
11

 
14

 
65

 

 
5

 
8

 
10

 
23

Depreciation and amortization
4,358

 
5,090

 
12

 
213

 
9,673

 

 
608

 
11

 
47

 
666

Income tax expense (benefit)
239

 
(143
)
 

 
12

 
108

 

 
(252
)
 

 
(28
)
 
(280
)
EBITDA
5,374

 
4,212

 
(1,626
)
 
365

 
8,325

 

 
(151
)
 
(1,344
)
 
(1
)
 
(1,496
)
Equity-based compensation

 

 
4

 

 
4

 

 

 
10

 

 
10

Transaction costs

 
70

 

 
6

 
76

 

 

 

 
170

 
170

Severance costs

 

 
3

 
15

 
18

 

 

 

 
88

 
88

Amortization of hotel signing fees and lock subsidies

 
587

 
41

 

 
628

 

 
152

 
22

 

 
174

Other (gain) loss on disposal of assets

 
194

 

 
(6
)
 
188

 

 

 

 

 

Foreign currency transactions (gain) loss

 
60

 

 

 
60

 

 
51

 

 

 
51

Adjusted EBITDA
5,374

 
5,123

 
(1,578
)
 
380

 
9,299

 

 
52

 
(1,312
)
 
257

 
(1,003
)
Interest expense

 
(633
)
 

 
(75
)
 
(708
)
 

 
(58
)
 

 
(10
)
 
(68
)
Adjusted income tax (expense) benefit
(1,123
)
 
259

 

 
1,007

 
143

 

 
252

 

 
28

 
280

Adjusted net income (loss)
$
4,251

 
$
4,749

 
$
(1,578
)
 
$
1,312

 
$
8,734

 
$

 
$
246

 
$
(1,312
)
 
$
275

 
$
(791
)
Adjusted net income (loss) per diluted share available to common stockholders (2)
$
1.30

 
$
1.46

 
$
(0.48
)
 
$
0.40

 
$
2.68

 
$

 
$
0.10

 
$
(0.55
)
 
$
0.12

 
$
(0.33
)
Weighted average diluted shares
3,262

 
3,262

 
3,262

 
3,262

 
3,262

 
2,381

 
2,381

 
2,381

 
2,381

 
2,381

(1) Represents Pure Wellness, and for the year ended December 31, 2018, also includes RED Hospitality & Leisure LLC.
(2) The sum of the adjusted net income (loss) per diluted share available to common stockholders as calculated for the subsidiaries may differ from the Hospitality Products & Services total due to rounding.

14