Ashford Reports Fourth Quarter And Year End 2018 Results

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

PR Newswire

DALLAS, Feb. 28, 2019 /PRNewswire/ -- Ashford Inc. (NYSE American: AINC) ("Ashford" or the "Company") today reported the following results and performance measures for the fourth quarter and year ended December 31, 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.
  • 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.

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.

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.

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 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


 

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


 

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.

 

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.


 

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.

 

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.

 

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.

 

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.

 

Cision View original content:http://www.prnewswire.com/news-releases/ashford-reports-fourth-quarter-and-year-end-2018-results-300804536.html

SOURCE Ashford Inc.

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