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Ashford Reports Fourth Quarter And Year End 2017 Results

March 1, 2018 5:51 PM

DALLAS, March 1, 2018 /PRNewswire/ -- Ashford Inc. (NYSE American: AINC) (the "Company") today reported the following results and performance measures for the fourth quarter ended December 31, 2017. Unless otherwise stated, all reported results compare the fourth quarter ended December 31, 2017, with the fourth quarter ended December 31, 2016 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.

STRATEGIC OVERVIEW

  • High-growth, fee-based business model
  • Diversified platform of multiple fee generators
  • Seeks to grow in three primary areas:
    • Expanding the existing platforms accretively and accelerating performance to earn incentive fees
    • Starting new platforms for additional base and incentive fees
    • Investing in or incubating strategic businesses that can achieve accelerated growth through doing business with our existing platforms and by leveraging our deep knowledge and extensive relationships within the hospitality sector
  • Highly-aligned management team with superior long-term track record
  • Leader in asset and investment management for the real estate & hospitality sectors

FINANCIAL AND OPERATING HIGHLIGHTS

  • Net loss attributable to the Company for the fourth quarter of 2017 totaled $7.4 million, or $3.58 per share, compared with a net income of $0.7 million, or $0.36 per share, in the prior year quarter. Adjusted net income for the fourth quarter was $4.9 million, or $1.90 per diluted share, compared with $3.8 million, or $1.69 per diluted share, in the prior year quarter, reflecting a growth rate of 28% and 12%, respectively.
  • Total revenue for the fourth quarter of 2017 was $29.7 million, reflecting a growth rate of 52% over the prior year quarter. Total revenue for the full year 2017 was $81.6 million, reflecting a growth rate of 21% over the prior year.
  • Debt placement fee revenue of $913,000 in the fourth quarter
  • Adjusted EBITDA for the fourth quarter was $4.8 million, reflecting a growth rate of 19% over the prior year quarter. Adjusted EBITDA for the full year 2017 was $17.4 million, reflecting a growth rate of 27% over the prior year.
  • At the end of the fourth quarter of 2017, the Company had approximately $6.3 billion of assets under management
  • As of December 31, 2017, the Company had corporate cash of $35.4 million

INVESTMENT IN RED HOSPITALITY & LEISURESubsequent to quarter end, the Company acquired an approximate 80% controlling interest in RED Hospitality & Leisure for approximately $1 million in cash. RED Hospitality & Leisure is a leading provider of watersports activities and other travel & transportation services in the U.S. Virgin Islands.

INVESTMENT IN J&S AUDIO VISUALOn November 1, 2017, the Company acquired an 85% controlling interest in a privately held company that conducts the business of J&S Audio Visual in the United States, Mexico, and the Dominican Republic ("J&S") for approximately $9.2 million in cash, $4.3 million of Ashford common stock, and $9.5 million in assumed debt (excluding transaction costs, working capital adjustments, and contingent consideration).

J&S provides an integrated suite of audio visual services, including show & event services, hospitality services, creative services, and design & integration, making J&S a leading single-source solution for their clients' meeting and event needs. J&S currently has multi-year contracts in place with approximately 64 hotels and convention centers in addition to regular business representing over 2,500 annual events and productions, 500 venue locations, and 650 clients. J&S currently has contracts in place with only nine hotels owned by Ashford's advised REIT platforms.

Since the Company's investment in November through the end of the year, revenues have increased 22% and Adjusted EBITDA has increased by approximately $690,000 over the prior year period.

PURE ROOMS UPDATE The Company currently owns a 70% controlling interest in Pure Rooms. Pure Rooms is a leading provider of hypo-allergenic hotel rooms in the United States. Pure Rooms utilizes state-of-the-art purification technology to create allergy-friendly guestrooms. Pure Rooms' hypo-allergenic rooms are designed to provide a better night's sleep for all guests, especially allergy sufferers. Pure Rooms' patented 7-step purification process treats a room's surfaces, including the air, and removes up to 99% of pollutants. Pure Rooms currently has contracts in place with 177 hotels (approximately 2,700 rooms) throughout the United States, including 52 hotels owned by Ashford's advised REIT platforms. Revenues for the company increased 31% for the full year 2017 versus the prior year period.

OPENKEY UPDATEAshford currently owns a 44% interest in OpenKey. OpenKey is the universal, industry-standard smartphone App for keyless entry in hotel guestrooms. There have been several recent developments regarding OpenKey's growth. First, deployments of their technology are quickly ramping up and are expected to reach an estimated 20,000 rooms deployed and an estimated 35,000 rooms under contract over the next 12-18 months. Next, the platform has gained further traction internationally with the creation of OpenKey China, a JV agreement with startup accelerator Plug and Play. OpenKey China is headquartered in Shanghai and the Company expects significant expansion and rapid growth from that venture. Also, the office in Guadalajara, Mexico has been instrumental for growth in Mexico, Costa Rica, and Colombia. Additionally, independent resellers currently serve the United States, United Kingdom, Singapore, Indonesia, Australia, and Canada along with the recent additions of Belgium, the Netherlands, Luxembourg, India, Sri Lanka, the Maldives, Bangladesh, and Brazil. Finally, OpenKey achieved four consecutive quarters of revenue growth in 2017 with the fourth quarter up 153% relative to the prior quarter and 1,054% over the prior year quarter. For the full year, OpenKey achieved 647% revenue growth.

FINANCIAL RESULTSNet loss attributable to the Company for the fourth quarter of 2017 totaled $7.4 million, or $3.58 per share, compared with a net income of $0.7 million, or $0.36 per share, for the fourth quarter of 2016. Adjusted net income for the fourth quarter of 2017 was $4.9 million, or $1.90 per diluted share, compared with $3.8 million, or $1.69 per diluted share, in the prior year quarter, reflecting a growth rate of 28% and 12%, respectively.

For the fourth quarter ended December 31, 2017, base advisory fee revenue was $10.9 million, including $8.7 million from Ashford Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or "Trust") and $2.2 million from Ashford Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime" or "Prime").

Adjusted EBITDA for the fourth quarter of 2017 was $4.8 million, compared with $4.1 million for the fourth quarter of 2016, reflecting a growth rate of 19%.

CAPITAL STRUCTUREAt the end of the fourth quarter of 2017, the Company had approximately $6.3 billion of assets under management from its managed companies, corporate cash of $35.4 million, no corporate level debt, no preferred equity, and 2.6 million fully diluted shares. The Company has a current fully diluted equity market capitalization of approximately $240 million.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS

  • Trust completed an underwritten public offering of 5,400,000 shares of 7.50% Series I Cumulative Preferred Stock at $25.00 per share.
  • Trust completed the partial redemption of 5,514,960 shares of its 8.45% Series D Cumulative Preferred Stock.
  • Trust refinanced a mortgage loan, secured by the Hilton Boston Back Bay, with an existing outstanding balance totaling approximately $95 million, with a new loan totaling $97 million. The new loan is expected to result in annual principal payments and interest expense savings of approximately $2.8 million.
  • Trust refinanced a mortgage loan, secured by 17 hotels, with an existing outstanding balance totaling approximately $413 million, with a new loan totaling $427 million. The new loan is expected to result in annual interest savings of approximately $9.8 million.
  • Subsequent to quarter end, Trust refinanced a mortgage loan on 8 hotels with an existing outstanding balance of $377 million. The new loan totals $395 million and is expected to result in annual interest savings of approximately $6.8 million.

ASHFORD PRIME HIGHLIGHTS

  • Prime received $4.1 million in business interruption insurance recoveries for its hurricane-impacted properties.
  • Prime announced plans to convert its Courtyard San Francisco Downtown hotel to an Autograph Collection property.
  • Prime completed the sale of its Marriott Plano Legacy hotel in Plano, Texas and is marketing for sale its Renaissance Tampa hotel in Tampa, FL.
  • Prime entered into a definitive agreement to acquire the 266-room Ritz-Carlton Sarasota in Sarasota, FL for $171 million.

"We are pleased with our operating results for 2017, which reflected significant growth over our prior year results, and continue to be excited about the growth prospects for our service businesses, OpenKey, Pure Rooms, J&S and RED Hospitality & Leisure," commented Monty J. Bennett, Ashford's Chairman and Chief Executive Officer. "Looking ahead, we believe that Ashford and our advised platforms are well positioned for growth in the coming year. We remain committed to maximizing value for our shareholders by pursuing our strategy to opportunistically grow our business by accretively expanding our existing REIT platforms, adding additional investment platforms and investing in other hospitality-related businesses through which we can accelerate meaningful, profitable growth."

INVESTOR CONFERENCE CALL AND SIMULCASTThe Company will conduct a conference call on Friday, March 2, 2018, at 12:00 p.m. ET. The number for this interactive teleconference is (719) 325-2454. A replay of the conference call will be available through Friday, March 9, 2018, by dialing (719) 457-0820 and entering the confirmation number, 8382398.

The Company will also provide an online simulcast and rebroadcast of its fourth quarter 2017 earnings release conference call. The live broadcast of the Company's quarterly conference call will be available online at the Company's web site, www.ashfordinc.com on Friday, March 2, 2018, beginning at 12:00 p.m. ET. The online replay will follow shortly after the call and continue for approximately one year.

Included in this press release are certain supplemental measures of performance which are not measures of operating performance under GAAP, to assist investors in evaluating the Company's historical or future financial performance. These supplemental measures include adjusted earnings before interest, tax, depreciation and amortization ("Adjusted EBITDA") and Adjusted Net Income. We believe that Adjusted EBITDA and Adjusted Net Income provide investors and management with a meaningful indicator of operating performance. Management also uses Adjusted EBITDA and Adjusted Net Income, among other measures, to evaluate profitability and our board of directors includes these measures in reviews to determine quarterly distributions to stockholders. We calculate Adjusted EBITDA by subtracting or adding to net income (loss): interest expense, income taxes, depreciation, amortization, net income (loss) to noncontrolling interests, transaction costs, and other expenses. We calculate Adjusted Net Income by subtracting or adding to net income (loss): net income (loss) to noncontrolling interests, transaction costs, and other expenses. Our methodology for calculating Adjusted EBITDA and Adjusted Net Income may differ from the methodologies used by other comparable companies, when calculating the same or similar supplemental financial measures and may not be comparable with these companies. Neither Adjusted EBITDA nor Adjusted Net Income represents cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income (loss) as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity nor are such measures indicative of funds available to satisfy our cash needs. The Company urges investors to carefully review the U.S. GAAP financial information as shown in our periodic reports on Form 10-Q and Form 10-K, as amended.

Ashford provides global asset management, investment management and related services to the real estate and hospitality sectors.

Follow Chairman and CEO Monty Bennett on Twitter at www.twitter.com/MBennettAshford or @MBennettAshford.

Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple's App Store and the Google Play Store by searching "Ashford."

Forward Looking Statements

Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words "will likely result," "may," "can," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford's control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; the degree and nature of our competition; risks associated with business combination transactions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized. These and other risk factors are more fully discussed in Ashford's filings with the Securities and Exchange Commission.

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

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except share and per share amounts)

December 31, 2017

December 31, 2016

ASSETS

Current assets:

Cash and cash equivalents

$

36,480

$

84,091

Restricted cash

9,076

9,752

Investments in securities

91

Accounts receivable, net

5,127

16

Due from Ashford Trust OP

13,346

12,179

Due from Ashford Prime OP

1,738

3,817

Inventories

1,066

Prepaid expenses and other

2,913

1,305

Total current assets

69,746

111,251

Investments in unconsolidated entities

500

500

Furniture, fixtures and equipment, net

21,154

12,044

Deferred tax assets

6,002

Goodwill

12,947

Intangible assets, net

9,713

Other assets

750

Total assets

$

114,810

$

129,797

LIABILITIES

Current liabilities:

Accounts payable and accrued expenses

$

20,451

$

11,314

Due to affiliates

4,272

933

Due to Ashford Prime OP from AQUA U.S. Fund

2,289

Deferred income

459

Deferred compensation plan

311

144

Notes payable, net

1,751

Other liabilities

9,076

9,752

Total current liabilities

36,320

24,432

Accrued expenses

78

287

Deferred income

13,440

4,515

Deferred compensation plan

18,948

8,934

Notes payable, net

9,956

Total liabilities

78,742

38,168

MEZZANINE EQUITY

Redeemable noncontrolling interests

5,111

1,480

EQUITY

Preferred stock, $0.01 par value, 50,000,000 shares authorized:

Series A cumulative preferred stock, no shares issued and outstanding at December 31, 2017 and December 31, 2016

Common stock, $0.01 par value, 100,000,000 shares authorized, 2,093,556 and 2,015,589 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively

21

20

Additional paid-in capital

249,695

237,796

Accumulated deficit

(219,396)

(200,439)

Accumulated other comprehensive income (loss)

(135)

Total stockholders' equity of the Company

30,185

37,377

Noncontrolling interests in consolidated entities

772

52,772

Total equity

30,957

90,149

Total liabilities and equity

$

114,810

$

129,797

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands, except per share amounts)

Three Months Ended

Year Ended

December 31,

December 31,

2017

2016

2017

2016

REVENUE

Advisory services:

Base advisory fee

$

10,924

$

10,867

$

43,523

$

43,043

Incentive advisory fee

771

1,870

3,083

3,083

Reimbursable expenses

2,251

2,183

9,705

8,859

Non-cash stock/unit-based compensation

3,945

4,488

9,394

12,243

Other advisory revenue

131

277

Audio visual

9,186

9,186

Other

2,458

100

6,405

379

Total revenue

29,666

19,508

81,573

67,607

EXPENSES

Salaries and benefits

16,033

6,988

43,610

28,870

Non-cash stock/unit-based compensation

6,044

7,292

17,863

23,816

Cost of audio visual revenues

7,757

7,757

Depreciation and amortization

891

359

2,527

1,174

General and administrative

4,870

4,487

17,113

16,204

Impairment

1,072

Other

1,535

2,153

Total operating expenses

37,130

19,126

92,095

70,064

OPERATING INCOME (LOSS)

(7,464)

382

(10,522)

(2,457)

Realized gain (loss) on investment in unconsolidated entity

(3,601)

Unrealized gain (loss) on investment in unconsolidated entity

2,141

Interest expense

(72)

(83)

Amortization of loan costs

(15)

(39)

Interest income

91

29

244

73

Dividend income

91

93

170

Unrealized gain (loss) on investments

1,144

203

2,326

Realized gain (loss) on investments

(3,042)

(294)

(10,113)

Other income (expense)

(47)

(18)

(73)

(162)

INCOME (LOSS) BEFORE INCOME TAXES

(7,507)

(1,414)

(10,471)

(11,623)

Income tax (expense) benefit

(475)

(220)

(9,723)

(780)

NET INCOME (LOSS)

(7,982)

(1,634)

(20,194)

(12,403)

(Income) loss from consolidated entities attributable to noncontrolling interests

91

2,008

358

8,860

Net (income) loss attributable to redeemable noncontrolling interests

489

353

1,484

1,147

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

(7,402)

$

727

$

(18,352)

$

(2,396)

INCOME (LOSS) PER SHARE - BASIC AND DILUTED

Basic:

Net income (loss) attributable to common stockholders

$

(3.58)

$

0.36

$

(9.04)

$

(1.19)

Weighted average common shares outstanding - basic

2,069

2,014

2,031

2,012

Diluted:

Net income (loss) attributable to common stockholders

$

(3.72)

$

(0.25)

$

(9.59)

$

(2.56)

Weighted average common shares outstanding - diluted

2,118

2,267

2,067

2,209

ASHFORD INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA

(unaudited, in thousands)

Three Months Ended

Year Ended

December 31,

December 31,

2017

2016

2017

2016

Net income (loss)

$

(7,982)

$

(1,634)

$

(20,194)

$

(12,403)

(Income) loss from consolidated entities attributable to noncontrolling interests

91

2,008

358

8,860

Net (income) loss attributable to redeemable noncontrolling interests

489

353

1,484

1,147

Net income (loss) attributable to the company

(7,402)

727

(18,352)

(2,396)

Interest expense

60

68

Amortization of loan costs

10

23

Depreciation and amortization

1,182

354

2,799

1,157

Income tax expense (benefit)

475

220

9,723

780

Realized and unrealized (gain) loss on investment in unconsolidated entity (net of noncontrolling interest)

1,328

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

(15)

2

(19)

(4)

EBITDA

(5,690)

1,303

(5,758)

865

Equity-based compensation

2,092

2,742

8,440

11,512

Market change in deferred compensation plan

6,737

(949)

10,410

(2,127)

Change in contingent consideration fair value

1,066

1,066

Transaction costs

593

826

2,906

2,006

Software implementation costs

17

48

165

1,001

Reimbursed software costs

(218)

(710)

Dead deal costs

63

Realized and unrealized (gain) loss on derivatives

25

41

128

Legal and settlement costs

(8)

470

Severance costs

65

170

226

Amortization of hotel signing fees and lock subsidies

174

174

Foreign currency transactions (gain) loss

51

51

Adjusted EBITDA

$

4,814

$

4,060

$

17,425

$

13,674

(1) Represents the 0.2% interest in Ashford Hospitality Advisors, LLC prior to our legal entity restructuring on April 6, 2017 and 0.2% interest in Ashford Hospitality Holdings, LLC thereafter.

ASHFORD INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)

Three Months Ended

Year Ended

December 31,

December 31,

2017

2016

2017

2016

Net income (loss)

$

(7,982)

$

(1,634)

$

(20,194)

$

(12,403)

(Income) loss from consolidated entities attributable to noncontrolling interests

91

2,008

358

8,860

Net (income) loss attributable to redeemable noncontrolling interests

489

353

1,484

1,147

Net income (loss) attributable to the company

(7,402)

727

(18,352)

(2,396)

Depreciation and amortization

1,182

354

2,799

1,157

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

(15)

2

(19)

(4)

Equity-based compensation

2,092

2,742

8,440

11,512

Realized and unrealized (gain) loss on investment in unconsolidated entity (net of noncontrolling interest)

1,328

Market change in deferred compensation plan

6,737

(949)

10,410

(2,127)

Change in contingent consideration fair value

1,066

1,066

Transaction costs

593

826

2,906

2,006

Software implementation costs

17

48

165

1,001

Reimbursed software costs

(218)

(710)

Dead deal costs

63

Realized and unrealized (gain) loss on derivatives

25

41

128

Legal and settlement costs

(8)

470

Adjustment to income tax expense from restructuring and tax reform (2)

630

8,433

Severance costs

65

170

226

Amortization of hotel signing fees and lock subsidies

174

174

Foreign currency transactions (gain) loss

51

51

Adjusted net income

$

4,899

$

3,840

$

16,044

$

12,894

Adjusted net income per diluted share available to common stockholders

$

1.90

$

1.69

$

6.74

$

5.67

Weighted average diluted shares

2,572

2,273

2,381

2,275

Components of weighted average diluted shares

Common shares

2,072

2,019

2,037

2,017

Deferred compensation plan

208

210

209

210

Stock options

243

99

8

OpenKey put option

23

43

30

39

J&S put option

26

6

Pre-spin equity grants

1

1

Weighted average diluted shares

2,572

2,273

2,381

2,275

(1) Represents the 0.2% interest in Ashford Hospitality Advisors, LLC prior to the legal restructuring of our organizational structure on April 6, 2017 and 0.2% interest in Ashford Hospitality Holdings, LLC thereafter.

(2) Represents the impact of our second quarter 2017 legal entity restructuring and the Tax Cuts and Jobs Act enacted in December 2017 on income tax expense for the periods presented.

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT

(unaudited, in thousands, except per share amounts)

Three Months Ended December 31, 2017

Three Months Ended December 31, 2016

REIT Advisory

Hospitality Products & Services

Corporate/ Other

Ashford Inc. Consolidated

REIT Advisory

Hospitality Products & Services

Corporate/ Other

Ashford Inc. Consolidated

REVENUE

Advisory services:

Base advisory fee - Trust

$

8,704

$

$

$

8,704

$

8,858

$

$

$

8,858

Incentive advisory fee - Trust

453

453

1,809

1,809

Reimbursable expenses - Trust

1,698

1,698

1,413

1,413

Non-cash stock/unit-based compensation - Trust

3,329

3,329

3,894

3,894

Base advisory fee - Prime

2,220

2,220

2,009

2,009

Incentive advisory fee - Prime

318

318

61

61

Reimbursable expenses - Prime

553

553

770

770

Non-cash stock/unit-based compensation - Prime

616

616

594

594

Other advisory revenue - Prime

131

131

Audio visual

9,186

9,186

Other

1,657

801

2,458

83

17

100

Total revenue

19,679

9,987

29,666

19,491

17

19,508

EXPENSES

Salaries and benefits

1,592

7,382

8,974

432

7,360

7,792

Market change in deferred compensation plan

6,737

6,737

(949)

(949)

REIT non-cash stock/unit-based compensation expense

3,945

3,945

4,488

4,488

AINC non-cash stock/unit-based compensation expense

12

2,087

2,099

61

2,743

2,804

Reimbursable expenses

2,251

2,251

2,183

2,183

Cost of audio visual revenues

7,757

7,757

General and administrative

1,433

1,508

2,941

344

2,105

2,449

Depreciation and amortization

376

344

171

891

142

7

210

359

Other

469

1,066

1,535

Total operating expenses

6,572

11,607

18,951

37,130

6,813

844

11,469

19,126

OPERATING INCOME (LOSS)

13,107

(1,620)

(18,951)

(7,464)

12,678

(827)

(11,469)

382

Other

(134)

91

(43)

1

(1,797)

(1,796)

INCOME (LOSS) BEFORE INCOME TAXES

13,107

(1,754)

(18,860)

(7,507)

12,678

(826)

(13,266)

(1,414)

Income tax (expense) benefit

(5,429)

280

4,674

(475)

(4,551)

4,331

(220)

NET INCOME (LOSS)

7,678

(1,474)

(14,186)

(7,982)

8,127

(826)

(8,935)

(1,634)

(Income) loss from consolidated entities attributable to noncontrolling interests

91

91

166

1,842

2,008

Net (income) loss attributable to redeemable noncontrolling interests

474

15

489

355

(2)

353

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

7,678

$

(909)

$

(14,171)

$

(7,402)

$

8,127

$

(305)

$

(7,095)

$

727

Interest expense

60

60

Amortization of loan costs

10

10

Depreciation and amortization

376

635

171

1,182

142

3

209

354

Income tax expense (benefit)

5,429

(280)

(4,674)

475

4,551

(4,331)

220

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

(15)

(15)

2

2

EBITDA

13,483

(484)

(18,689)

(5,690)

12,820

(302)

(11,215)

1,303

Equity-based compensation

5

2,087

2,092

2,742

2,742

Market change in deferred compensation plan

6,737

6,737

(949)

(949)

Change in contingent consideration fair value

1,066

1,066

Transaction costs

3

590

593

826

826

Software implementation costs

16

1

17

45

3

48

Reimbursed software costs, net

(218)

(218)

Realized and unrealized (gain) loss on derivatives

25

25

Legal and settlement costs

(8)

(8)

Severance costs

65

65

Amortization of hotel signing fees and lock subsidies

174

174

Foreign currency transactions (gain) loss

51

51

Adjusted EBITDA

13,281

(251)

(8,216)

4,814

12,865

(302)

(8,503)

4,060

Interest expense

(60)

(60)

Amortization of loan costs

(10)

(10)

Income tax benefit (expense)

(5,429)

280

4,674

(475)

(4,551)

4,331

(220)

Adjustment to income tax expense from restructuring and tax reform

630

630

Adjusted net income (loss)

$

7,852

$

(41)

$

(2,912)

$

4,899

$

8,314

$

(302)

$

(4,172)

$

3,840

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

$

3.05

$

(0.02)

$

(1.13)

$

1.90

$

3.66

$

(0.13)

$

(1.84)

$

1.69

Weighted average diluted shares

2,572

2,572

2,572

2,572

2,273

2,273

2,273

2,273

________

(1) Represents the 0.2% interest in Ashford Hospitality Advisors, LLC prior to our legal entity restructuring on April 6, 2017 and 0.2% interest in Ashford Hospitality Holdings, LLC thereafter.

(2) The sum of the adjusted net income (loss) per diluted share available to common stockholders as calculated for the segments may differ from the consolidated total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT

(unaudited, in thousands, except per share amounts)

Year Ended December 31, 2017

Year Ended December 31, 2016

REIT Advisory

Hospitality Products & Services

Corporate/ Other

Ashford Inc. Consolidated

REIT Advisory

Hospitality Products & Services

Corporate/ Other

Ashford Inc. Consolidated

REVENUE

Advisory services:

Base advisory fee - Trust

$

34,724

$

$

$

34,724

$

34,700

$

$

$

34,700

Incentive advisory fee - Trust

1,809

1,809

1,809

1,809

Reimbursable expenses - Trust

7,600

7,600

6,054

6,054

Non-cash stock/unit-based compensation - Trust

11,077

11,077

8,429

8,429

Base advisory fee - Prime

8,799

8,799

8,343

8,343

Incentive advisory fee - Prime

1,274

1,274

1,274

1,274

Reimbursable expenses - Prime

2,105

2,105

2,805

2,805

Non-cash stock/unit-based compensation - Prime

(1,683)

(1,683)

3,814

3,814

Other advisory revenue - Prime

277

277

Audio visual

9,186

9,186

Other

4,006

2,399

6,405

335

44

379

Total revenue

69,988

11,585

81,573

67,563

44

67,607

EXPENSES

Salaries and benefits

3,351

28,561

31,912

1,447

28,275

29,722

Market change in deferred compensation plan

10,410

10,410

(2,127)

(2,127)

REIT non-cash stock/unit-based compensation expense

9,394

9,394

12,243

12,243

AINC non-cash stock/unit-based compensation expense

39

8,430

8,469

61

11,512

11,573

Reimbursable expenses

9,705

9,705

8,859

8,859

Cost of audio visual revenues

7,757

7,757

General and administrative

2,998

5,698

8,696

1,396

7,224

8,620

Depreciation and amortization

1,373

394

760

2,527

298

24

852

1,174

Impairment

1,041

31

1,072

Other

1,087

1,066

2,153

Total operating expenses

21,513

15,626

54,956

92,095

21,400

2,928

45,736

70,064

OPERATING INCOME (LOSS)

48,475

(4,041)

(54,956)

(10,522)

46,163

(2,884)

(45,736)

(2,457)

Other

(181)

232

51

(30)

(9,136)

(9,166)

INCOME (LOSS) BEFORE INCOME TAXES

48,475

(4,222)

(54,724)

(10,471)

46,163

(2,914)

(54,872)

(11,623)

Income tax (expense) benefit

(18,324)

280

8,321

(9,723)

(16,684)

15,904

(780)

NET INCOME (LOSS)

30,151

(3,942)

(46,403)

(20,194)

29,479

(2,914)

(38,968)

(12,403)

(Income) loss from consolidated entities attributable to noncontrolling interests

504

(146)

358

850

8,010

8,860

Net (income) loss attributable to redeemable noncontrolling interests

1,465

19

1,484

1,143

4

1,147

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

30,151

$

(1,973)

$

(46,530)

$

(18,352)

$

29,479

$

(921)

$

(30,954)

$

(2,396)

Interest expense

68

68

Amortization of loan costs

23

23

Depreciation and amortization

1,373

666

760

2,799

298

7

852

1,157

Income tax expense (benefit)

18,324

(280)

(8,321)

9,723

16,684

(15,904)

780

Realized and unrealized (gain) loss on investment in unconsolidated entity (net of noncontrolling interest)

1,328

1,328

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

(19)

(19)

(4)

(4)

EBITDA

49,848

(1,496)

(54,110)

(5,758)

46,461

(914)

(44,682)

865

Equity-based compensation

10

8,430

8,440

11,512

11,512

Market change in deferred compensation plan

10,410

10,410

(2,127)

(2,127)

Change in contingent consideration fair value

1,066

1,066

Transaction costs

170

2,736

2,906

2,006

2,006

Software implementation costs

160

5

165

972

29

1,001

Reimbursed software costs, net

(741)

31

(710)

Dead deal costs

63

63

Realized and unrealized (gain) loss on derivatives

41

41

128

128

Legal and settlement costs

470

470

Severance costs

88

82

170

226

226

Amortization of hotel signing fees and lock subsidies

174

174

Foreign currency transactions (gain) loss

51

51

Adjusted EBITDA

49,267

(1,003)

(30,839)

17,425

47,433

(914)

(32,845)

13,674

Interest expense

(68)

(68)

Amortization of loan costs

(23)

(23)

Income tax benefit (expense)

(18,324)

280

8,321

(9,723)

(16,684)

15,904

(780)

Adjustment to income tax expense from restructuring and tax reform

8,433

8,433

Adjusted net income (loss)

$

30,943

$

(814)

$

(14,085)

$

16,044

$

30,749

$

(914)

$

(16,941)

$

12,894

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

$

13.00

$

(0.34)

$

(5.92)

$

6.74

$

13.52

$

(0.40)

$

(7.45)

$

5.67

Weighted average diluted shares

2,381

2,381

2,381

2,381

2,275

2,275

2,275

2,275

________

(1) Represents the 0.2% interest in Ashford Hospitality Advisors, LLC prior to our legal entity restructuring on April 6, 2017 and 0.2% interest in Ashford Hospitality Holdings, LLC thereafter.

(2) The sum of the adjusted net income (loss) per diluted share available to common stockholders as calculated for the segments may differ from the consolidated total due to rounding.

ASHFORD INC. AND SUBSIDIARIES

HOSPITALITY PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)

Three Months Ended December 31, 2017

Three Months Ended December 31, 2016

J&S

Pure Rooms

OpenKey

Hospitality Products & Services

J&S

Pure Rooms

OpenKey

Hospitality Products & Services

REVENUE

Audio visual

$

9,186

$

$

$

9,186

$

$

$

$

Other

614

187

801

17

17

Total revenue

9,186

614

187

9,987

17

17

EXPENSES

Salaries and benefits

868

171

553

1,592

432

432

Equity based compensation

12

12

61

61

Cost of audio visual revenues

7,757

7,757

General and administrative

1,030

104

299

1,433

344

344

Depreciation and amortization

319

17

8

344

7

7

Other

303

166

469

Total operating expenses

9,974

595

1,038

11,607

844

844

OPERATING INCOME (LOSS)

(788)

19

(851)

(1,620)

(827)

(827)

Other

(121)

(9)

(4)

(134)

1

1

INCOME (LOSS) BEFORE INCOME TAXES

(909)

10

(855)

(1,754)

(826)

(826)

Income tax (expense) benefit

252

28

280

NET INCOME (LOSS)

(657)

38

(855)

(1,474)

(826)

(826)

(Income) loss from consolidated entities attributable to noncontrolling interests

(49)

(2)

142

91

166

166

Net (income) loss attributable to redeemable noncontrolling interests

136

338

474

355

355

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

(570)

$

36

$

(375)

$

(909)

$

$

$

(305)

$

(305)

Interest expense

58

2

60

Amortization of loan costs

5

4

1

10

Depreciation and amortization

608

24

3

635

3

3

Income tax expense (benefit)

(252)

(28)

(280)

EBITDA

(151)

38

(371)

(484)

(302)

(302)

Equity-based compensation

5

5

Transaction costs

3

3

Severance costs

Amortization of hotel signing fees and lock subsidies

152

22

174

Foreign currency transactions (gain) loss

51

51

Adjusted EBITDA

52

41

(344)

(251)

(302)

(302)

Interest expense

(58)

(2)

(60)

Amortization of loan costs

(5)

(4)

(1)

(10)

Income tax benefit (expense)

252

28

280

Adjusted net income (loss)

$

241

$

63

$

(345)

$

(41)

$

$

$

(302)

$

(302)

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

$

0.09

$

0.02

$

(0.13)

$

(0.02)

$

$

$

(0.13)

$

(0.13)

Weighted average diluted shares

2,572

2,572

2,572

2,572

2,273

2,273

2,273

2,273

ASHFORD INC. AND SUBSIDIARIES

HOSPITALITY PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)

(unaudited, in thousands, except per share amounts)

Year Ended December 31, 2017

Year Ended December 31, 2016

J&S

Pure Rooms

OpenKey

Hospitality Products & Services

J&S

Pure Rooms

OpenKey

Hospitality Products & Services

REVENUE

Audio visual

$

9,186

$

$

$

9,186

$

$

$

$

Other

2,072

327

2,399

44

44

Total revenue

9,186

2,072

327

11,585

44

44

EXPENSES

Salaries and benefits

868

667

1,816

3,351

1,447

1,447

Equity based compensation

39

39

61

61

Cost of revenues for audio visual

7,757

7,757

General and administrative

1,030

537

1,431

2,998

1,396

1,396

Depreciation and amortization

319

50

25

394

24

24

Other

895

192

1,087

Total operating expenses

9,974

2,149

3,503

15,626

2,928

2,928

OPERATING INCOME (LOSS)

(788)

(77)

(3,176)

(4,041)

(2,884)

(2,884)

Other

(121)

(29)

(31)

(181)

(30)

(30)

INCOME (LOSS) BEFORE INCOME TAXES

(909)

(106)

(3,207)

(4,222)

(2,914)

(2,914)

Income tax (expense) benefit

252

28

280

NET INCOME (LOSS)

(657)

(78)

(3,207)

(3,942)

(2,914)

(2,914)

(Income) loss from consolidated entities attributable to noncontrolling interests

(49)

38

515

504

850

850

Net (income) loss attributable to redeemable noncontrolling interests

136

1,329

1,465

1,143

1,143

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

(570)

(40)

(1,363)

(1,973)

(921)

(921)

Interest expense

58

10

68

Amortization of loan costs

5

10

8

23

Depreciation and amortization

608

47

11

666

7

7

Income tax expense (benefit)

(252)

(28)

(280)

EBITDA

(151)

(1)

(1,344)

(1,496)

(914)

(914)

Equity-based compensation

10

10

Transaction costs

170

170

Severance costs

88

88

Amortization of hotel signing fees and lock subsidies

152

22

174

Foreign currency transactions (gain) loss

51

51

Adjusted EBITDA

52

257

(1,312)

(1,003)

(914)

(914)

Interest expense

(58)

(10)

(68)

Amortization of loan costs

(5)

(10)

(8)

(23)

Income tax benefit (expense)

252

28

280

Adjusted net income (loss)

$

241

$

265

$

(1,320)

$

(814)

$

$

$

(914)

$

(914)

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

$

0.10

$

0.11

$

(0.55)

$

(0.34)

$

$

$

(0.40)

$

(0.40)

Weighted average diluted shares

2,381

2,381

2,381

2,381

2,275

2,275

2,275

2,275

Cision View original content:http://www.prnewswire.com/news-releases/ashford-reports-fourth-quarter-and-year-end-2017-results-300607163.html

SOURCE Ashford Inc.

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