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

February 28, 2019 4:16 PM EST

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 & RESORTSOn 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 TRUSTDuring 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 UPDATEThe 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 RESULTSNet 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 STRUCTUREAt 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 SIMULCASTThe 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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