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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 8, 2023
ASHFORD INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Nevada | | 001-36400 | | 84-2331507 |
(State or other jurisdiction of incorporation
or organization) | | (Commission
File Number) | | (IRS employer
identification number) |
| 14185 Dallas Parkway | | | | |
| Suite 1200 | | | | |
| Dallas | | | | |
| Texas | | | | 75254 |
| (Address of principal executive offices) | | | | (Zip code) |
Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | | | | |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | | | | |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | | | | |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock | | AINC | | NYSE American LLC |
| Preferred Stock Purchase Rights | | | | NYSE American LLC |
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 8, 2023, Ashford Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | |
Dated: November 8, 2023 | | |
| | | |
| | | ASHFORD INC. |
| | | |
| | By: | /s/ DERIC S. EUBANKS | |
| | | Deric S. Eubanks |
| | | Chief Financial Officer |
| | | | | | | | | | | | | | | | | | | | |
| NEWS RELEASE |
| | | | | | |
| Contact: | | Deric Eubanks | | Jordan Jennings | | Joe Calabrese |
| | Chief Financial Officer | | Investor Relations | | Financial Relations Board |
| | (972) 490-9600 | | (972) 778-9487 | | (212) 827-3772 |
ASHFORD REPORTS THIRD QUARTER 2023 RESULTS
DALLAS, November 8, 2023 - Ashford Inc., an alternative asset management company with a portfolio of strategic operating businesses (NYSE American: AINC) (“Ashford” or the “Company”), today reported the following results and performance measures for the third quarter ended September 30, 2023. Unless otherwise stated, all reported results compare the third quarter ended September 30, 2023, with the third quarter ended September 30, 2022 (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
•Three paths to growth:
◦Increase assets under management (AUM);
◦Growth of third-party business; and
◦Acquisition or incubation of additional businesses
•Highly-aligned management team with superior long-term track record
•Leader in asset and investment management for the real estate & hospitality sectors
THIRD QUARTER 2023 FINANCIAL HIGHLIGHTS
•Net loss attributable to common stockholders for the quarter was $(12.0) million, or $(3.87) per diluted share. Adjusted net income for the quarter was $7.8 million, or $0.96 per diluted share.
•Total revenue, excluding cost reimbursement revenue, for the quarter was $73.3 million, reflecting a 7.9% growth rate over the prior year quarter.
•Adjusted EBITDA for the quarter was $11.8 million.
•At the end of the third quarter, the Company had approximately $7.9 billion of gross assets under management.
•As of September 30, 2023, the Company had corporate cash of approximately $19.0 million.
ASHFORD SECURITIES UPDATE
Ashford Securities is a dedicated capital raising platform created to fund investment opportunities sponsored and asset-managed by Ashford. Ashford Securities recently completed the offering of a non-traded preferred equity security for Braemar Hotels & Resorts Inc. (“Braemar”) (NYSE: BHR) placing approximately $460 million. Ashford Securities currently has two offerings in the market: (1) a non-traded preferred equity security for Ashford Hospitality Trust, Inc. (“Ashford Trust”) (NYSE: AHT) and (2) a growth oriented private offering targeting investments in all types of commercial real estate in the state of Texas (“Texas Strategic Growth Fund”).
Ashford Reports Third Quarter Results
Page 2
November 8, 2023
Ashford Trust has issued $76.8 million of its Series J and Series K Redeemable Preferred Stock through Ashford Securities since the offering commenced, including $28.3 million during the quarter. In connection with the Ashford Trust offering of Series J & K Redeemable Preferred Stock, Ashford Securities has assembled a syndicate of 40 broker-dealers and RIA firms.
During the quarter, Ashford invested $2.5 million in the Texas Strategic Growth Fund. The proceeds from that investment, along with other funds raised, were used to make an equity investment in a multi-family property located in San Antonio.
Long term, the Company believes there is a substantial opportunity to grow its assets under management by offering differentiated alternative investment products through Ashford Securities to help investors further diversify their portfolios.
REMINGTON UPDATE
Remington’s high-margin, low-capex Hotel Management business continues to benefit from the recovery in the lodging industry and has experienced significant growth in its third-party business. In the third quarter, Remington generated hotel management fee revenue of $12.4 million, Net Income Attributable to the Company of $1.1 million, and Adjusted EBITDA of $4.7 million.
Remington continues to focus on growing its mix of third-party managed hotels, which currently account for approximately 40% of Remington’s managed hotels. At the end of the third quarter, Remington managed 121 properties that were open and operating – 49 under third-party management agreements and 72 for Ashford Trust and Braemar – located in 26 states and Washington, D.C. across 26 brands, including 13 independent and boutique properties.
INSPIRE UPDATE
INSPIRE is an event technology company that provides an integrated suite of audio-visual services, including show and event services, hospitality services, and creative services, making it a leading single-source solution for its clients’ meeting and event needs. INSPIRE has seen its hospitality business rebound very strongly as both corporate and social groups have been eager to gather. It has seen a similar recovery in its show services segment. In the third quarter, INSPIRE had audio visual revenue of $30.6 million, Net Loss Attributable to the Company of $(1.1) million, and Adjusted EBITDA of $0.8 million.
PREMIER UPDATE
Premier provides comprehensive and cost-effective architecture, design, development, and project management services. It also provides project oversight, coordination, planning, and execution of renovation, capital expenditure and ground-up development projects. Premier is responsible for managing and implementing substantially all capital improvements at Ashford Trust and Braemar hotels. Additionally, it has extensive experience working with major hotel brands in renovating, converting, developing and repositioning hotels. Similar to Remington, Premier has also made a concerted effort to grow its third-party business, and during the third quarter, Premier signed 5 third-party engagements, totaling $0.5 million in expected fees. In the third quarter, Premier generated $7.4 million of design and construction fee revenue, Net Loss Attributable to the Company of $(0.1) million, and Adjusted EBITDA of $2.7 million.
Ashford Reports Third Quarter Results
Page 3
November 8, 2023
RED HOSPITALITY & LEISURE UPDATE
RED Hospitality is a leading provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands (“USVI”), Puerto Rico, Florida and Turks & Caicos. RED Hospitality has continued to benefit from the resurgence in leisure travel and the desire of consumers for unique and memorable experiences. RED Hospitality has several opportunities for expansion into additional Ashford-advised and third-party hotels in the USVI, elsewhere in the Caribbean, and in U.S. coastal markets. During the third quarter, RED Hospitality generated $8.4 million of revenue, Net Loss Attributable to the Company of $(0.3) million, and $0.9 million of Adjusted EBITDA.
FINANCIAL RESULTS
Net loss attributable to common stockholders for the quarter totaled $(12.0) million, or $(3.87) per diluted share. Adjusted net income for the quarter was $7.8 million, or $0.96 per diluted share.
For the quarter ended September 30, 2023, base advisory fee revenue was $11.5 million. The base advisory fee revenue in the third quarter was comprised of $8.1 million from Ashford Trust and $3.4 million from Braemar.
Adjusted EBITDA for the quarter was $11.8 million.
CAPITAL STRUCTURE
At the end of the third quarter, the Company had approximately $7.9 billion of gross assets under management from its advised platforms. The Company had corporate cash of $19.0 million and 8.2 million fully diluted shares. The Company’s fully diluted shares include 4.2 million common shares associated with its Series D convertible preferred stock. The Company had $127.5 million of loans as of September 30, 2023.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
•Reported Adjusted EBITDAre of $82.5 million for the third quarter.
•Third quarter Comparable RevPAR increased 4.0% over the prior year quarter.
•During the quarter, Ashford Trust announced that its Crowne Plaza La Concha Hotel in Key West, Florida is on track to convert to a Marriott Autograph Collection® property in 2024 at which time it will be rebranded to La Concha Key West.
•Subsequent to quarter end, Ashford Trust announced that it entered into a new franchise agreement with Marriott International to convert its Le Pavillon Hotel in New Orleans, Louisiana to a Tribute Portfolio property during the first quarter of 2024.
•To date, Ashford Trust has issued approximately $76.8 million of its non-traded preferred stock.
BRAEMAR HOTELS & RESORTS HIGHLIGHTS
•Reported Adjusted EBITDAre of $27.0 million for the third quarter.
•Third quarter Comparable RevPAR was $264.
•During the quarter, the Company announced the planned conversion of its Mr. C Beverly Hills Hotel to Hilton’s LXR brand under the new name, Cameo Beverly Hills.
•During the quarter, Braemar completed a $200 million corporate financing consisting of a $150 million term loan and a $50 million credit facility.
•During the quarter, the Company upsized and extended its loan secured by the Four Seasons Resort Scottsdale at Troon North.
•Subsequent to quarter end, the Company extended its loan secured by the Ritz-Carlton Lake Tahoe.
Ashford Reports Third Quarter Results
Page 4
November 8, 2023
TEXAS STRATEGIC GROWTH FUND HIGHLIGHTS
•Including the Company’s $2.5 million investment, the fund has raised approximately $6 million of capital.
•Completed first equity investment of $5 million in a 466-unit multi-family property in San Antonio, TX.
“The lodging industry continues to perform well despite a normalization of leisure travel and general macroeconomic concerns,” commented Monty J. Bennett, Ashford’s Chairman and Chief Executive Officer. “While we reported solid revenue growth at INSPIRE, Premier and RED Hospitality, our margins were negatively impacted as those businesses resume more normalized staffing levels compared to the prior year quarter, and we continue to be encouraged with the pace of capital raising at Ashford Securities.”
Mr. Bennett concluded, “Moving forward, we will continue to focus on growing our third-party business for our portfolio companies and growing our assets under management at our advised platforms.”
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company will conduct a conference call on Thursday, November 9, 2023, at 12:00 p.m. ET. The number to call for this interactive teleconference is (646) 960-0375. A replay of the conference call will be available through Thursday, November 16, 2023, by dialing (647) 362-9199 and entering the confirmation number, 1818099.
The Company will also provide an online simulcast and rebroadcast of its third quarter 2023 earnings release conference call. The live broadcast of the Company’s quarterly conference call will be available online at the Company’s website, www.ashfordinc.com, on Thursday, November 9, 2023, 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. 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 Reports on Form 8-K.
Ashford Reports Third Quarter Results
Page 5
November 8, 2023
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Securities will be offered only by means of a registration statement and prospectus which can be found at www.sec.gov.
* * * * *
Ashford is an alternative asset management company with a portfolio of strategic operating businesses that provides global asset management, investment management and related services to the real estate and hospitality sectors.
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. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “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 Inc.’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: our ability to maintain compliance with NYSE American LLC continued listing standards; our ability to regain Form S-3 eligibility; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the Company’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. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. 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, except to the extent required by law.
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts) | | | | | | | | | | | |
| September 30, 2023 | | December 31, 2022 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 28,018 | | | $ | 44,390 | |
| Restricted cash | 36,215 | | | 37,058 | |
| Restricted investment | 88 | | | 303 | |
| | | |
Accounts receivable, net of allowance of $1,251 and $175, respectively | 31,038 | | | 17,615 | |
| Due from affiliates | 575 | | | 463 | |
| Due from Ashford Trust | 7,625 | | | — | |
| Due from Braemar | — | | | 11,828 | |
| | | |
| Inventories | 2,544 | | | 2,143 | |
| Prepaid expenses and other | 14,062 | | | 11,226 | |
| | | |
| Total current assets | 120,165 | | | 125,026 | |
Investments | 7,542 | | | 4,217 | |
| Property and equipment, net | 54,942 | | | 41,791 | |
| Operating lease right-of-use assets | 22,140 | | | 23,844 | |
| | | |
| Goodwill | 61,013 | | | 58,675 | |
| Intangible assets, net | 216,184 | | | 226,544 | |
| Other assets, net | 1,118 | | | 2,259 | |
| Total assets | $ | 483,104 | | | $ | 482,356 | |
| LIABILITIES | | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | $ | 42,067 | | | $ | 56,079 | |
| Dividends payable | 28,318 | | | 27,285 | |
| Due to affiliates | 49 | | | 15 | |
| Due to Ashford Trust | — | | | 1,197 | |
| Due to Braemar | 3,533 | | | — | |
| | | |
| Deferred income | 673 | | | 444 | |
| | | |
| Notes payable, net | 4,145 | | | 5,195 | |
| Finance lease liabilities | 426 | | | 1,456 | |
| Operating lease liabilities | 4,076 | | | 3,868 | |
| Claims liabilities and other | 32,677 | | | 25,630 | |
| Total current liabilities | 115,964 | | | 121,169 | |
| | | |
| Deferred income | 7,971 | | | 7,356 | |
| Deferred tax liability, net | 27,613 | | | 27,873 | |
| Deferred compensation plan | 1,370 | | | 2,849 | |
| Notes payable, net | 119,241 | | | 89,680 | |
| Finance lease liabilities | 2,947 | | | 1,962 | |
| Operating lease liabilities | 20,180 | | | 20,082 | |
| Other liabilities | 3,716 | | | 3,237 | |
| Total liabilities | 299,002 | | | 274,208 | |
| | | |
| MEZZANINE EQUITY | | | |
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 478,000 | | | 478,000 | |
| Redeemable noncontrolling interests | 1,764 | | | 1,614 | |
| EQUITY (DEFICIT) | | | |
| | | |
| | | |
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,317,786 and 3,181,585 shares issued and 3,213,975 and 3,110,044 shares outstanding at September 30, 2023 and December 31, 2022, respectively | 3 | | | 3 | |
| Additional paid-in capital | 299,365 | | | 297,715 | |
| Accumulated deficit | (595,717) | | | (568,482) | |
| Accumulated other comprehensive income (loss) | (30) | | | 78 | |
Treasury stock, at cost, 103,811 and 71,541 shares at September 30, 2023 and December 31, 2022, respectively | (1,331) | | | (947) | |
| Total equity (deficit) of the Company | (297,710) | | | (271,633) | |
| Noncontrolling interests in consolidated entities | 2,048 | | | 167 | |
| Total equity (deficit) | (295,662) | | | (271,466) | |
| Total liabilities, mezzanine equity and equity (deficit) | $ | 483,104 | | | $ | 482,356 | |
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| REVENUE | | | | | | | |
| Advisory services fees: | | | | | | | |
| Base advisory fees | $ | 11,514 | | | $ | 12,124 | | | $ | 35,539 | | | $ | 35,637 | |
| Incentive advisory fees | 67 | | | — | | | 201 | | | — | |
| | | | | | | |
| | | | | | | |
| Other advisory revenue | 131 | | | 131 | | | 389 | | | 389 | |
| Hotel management fees: | | | | | | | |
| Base management fees | 9,159 | | | 9,285 | | | 28,557 | | | 24,943 | |
| Incentive management fees | 925 | | | 2,242 | | | 3,966 | | | 6,113 | |
| | | | | | | |
| | | | | | | |
| Other management fees | 2,307 | | | 1,349 | | | 6,933 | | | 2,418 | |
| Design and construction fees | 7,430 | | | 6,276 | | | 21,964 | | | 15,538 | |
| | | | | | | |
| Audio visual | 30,641 | | | 26,159 | | | 112,347 | | | 87,101 | |
| Other | 11,175 | | | 10,391 | | | 32,057 | | | 33,902 | |
| Cost reimbursement revenue | 107,866 | | | 96,651 | | | 317,094 | | | 259,979 | |
| Total revenues | 181,215 | | | 164,608 | | | 559,047 | | | 466,020 | |
| EXPENSES | | | | | | | |
| Salaries and benefits | 22,268 | | | 19,454 | | | 66,727 | | | 51,686 | |
| Stock/unit-based compensation | 464 | | | 1,921 | | | 1,944 | | | 3,591 | |
| Cost of revenues for design and construction | 2,975 | | | 1,789 | | | 9,430 | | | 5,905 | |
| Cost of revenues for audio visual | 23,876 | | | 19,884 | | | 81,697 | | | 61,042 | |
| Depreciation and amortization | 7,084 | | | 8,096 | | | 21,074 | | | 23,740 | |
| General and administrative | 10,698 | | | 8,343 | | | 32,220 | | | 25,425 | |
| | | | | | | |
| Other | 5,377 | | | 5,750 | | | 17,163 | | | 16,886 | |
| Reimbursed expenses | 107,869 | | | 96,576 | | | 317,023 | | | 259,665 | |
| Total operating expenses | 180,611 | | | 161,813 | | | 547,278 | | | 447,940 | |
| OPERATING INCOME (LOSS) | 604 | | | 2,795 | | | 11,769 | | | 18,080 | |
| | | | | | | |
| | | | | | | |
| Equity in earnings (loss) of unconsolidated entities | (327) | | | (147) | | | (1,174) | | | 110 | |
| Interest expense | (3,650) | | | (2,966) | | | (9,909) | | | (6,781) | |
| Amortization of loan costs | (269) | | | (219) | | | (775) | | | (524) | |
| Interest income | 522 | | | 76 | | | 1,239 | | | 195 | |
| | | | | | | |
| | | | | | | |
| Realized gain (loss) on investments | (80) | | | (3) | | | (160) | | | (74) | |
| Other income (expense) | (75) | | | (22) | | | 259 | | | (134) | |
| INCOME (LOSS) BEFORE INCOME TAXES | (3,275) | | | (486) | | | 1,249 | | | 10,872 | |
| Income tax (expense) benefit | 205 | | | (617) | | | (1,642) | | | (5,971) | |
| NET INCOME (LOSS) | (3,070) | | | (1,103) | | | (393) | | | 4,901 | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | 190 | | | 272 | | | 692 | | | 830 | |
| Net (income) loss attributable to redeemable noncontrolling interests | (111) | | | (158) | | | (399) | | | (290) | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (2,991) | | | (989) | | | (100) | | | 5,441 | |
| Preferred dividends, declared and undeclared | (9,054) | | | (9,029) | | | (27,132) | | | (27,422) | |
| | | | | | | |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (12,045) | | | $ | (10,018) | | | $ | (27,232) | | | $ | (21,981) | |
| | | | | | | |
| INCOME (LOSS) PER SHARE - BASIC AND DILUTED | | | | | | | |
| Basic: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | (3.87) | | | $ | (3.38) | | | $ | (8.88) | | | $ | (7.59) | |
| Weighted average common shares outstanding - basic | 3,116 | | | 2,960 | | | 3,065 | | | 2,895 | |
| Diluted: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | (3.87) | | | $ | (3.38) | | | $ | (9.18) | | | $ | (7.64) | |
| Weighted average common shares outstanding - diluted | 3,116 | | | 2,960 | | | 3,130 | | | 2,960 | |
| | | | | | | |
| | | | | | | |
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) | $ | (3,070) | | | $ | (1,103) | | | $ | (393) | | | $ | 4,901 | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | 190 | | | 272 | | | 692 | | | 830 | |
| Net (income) loss attributable to redeemable noncontrolling interests | (111) | | | (158) | | | (399) | | | (290) | |
| Net income (loss) attributable to the company | (2,991) | | | (989) | | | (100) | | | 5,441 | |
| Interest expense | 3,657 | | | 2,967 | | | 9,914 | | | 6,783 | |
| Amortization of loan costs | 268 | | | 219 | | | 773 | | | 524 | |
| Depreciation and amortization | 8,998 | | | 9,603 | | | 26,222 | | | 27,782 | |
| Income tax expense (benefit) | (205) | | | 617 | | | 1,642 | | | 5,971 | |
| | | | | | | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | 111 | | | 158 | | | 399 | | | 290 | |
| EBITDA | 9,838 | | | 12,575 | | | 38,850 | | | 46,791 | |
| Deferred compensation plans | (689) | | | (78) | | | (1,479) | | | (567) | |
| Stock/unit-based compensation | 465 | | | 1,912 | | | 1,944 | | | 3,663 | |
| Change in contingent consideration fair value | 130 | | | 300 | | | 430 | | | 300 | |
| Transaction costs | 685 | | | 501 | | | 1,307 | | | 2,369 | |
| | | | | | | |
| Loss on disposal of assets | 13 | | | 58 | | | 1,032 | | | 822 | |
| | | | | | | |
| Reimbursed software costs, net | — | | | (75) | | | (74) | | | (312) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Legal, advisory and settlement costs | 117 | | | 300 | | | 1,043 | | | 1,163 | |
| Severance and executive recruiting costs | 785 | | | 731 | | | 3,061 | | | 1,459 | |
| | | | | | | |
| Amortization of hotel signing fees and lock subsidies | 334 | | | 160 | | | 879 | | | 511 | |
| Other (gain) loss | 89 | | | 27 | | | 214 | | | 156 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Adjusted EBITDA | $ | 11,767 | | | $ | 16,411 | | | $ | 47,207 | | | $ | 56,355 | |
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) | $ | (3,070) | | | $ | (1,103) | | | $ | (393) | | | $ | 4,901 | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | 190 | | | 272 | | | 692 | | | 830 | |
| Net (income) loss attributable to redeemable noncontrolling interests | (111) | | | (158) | | | (399) | | | (290) | |
| Preferred dividends, declared and undeclared | (9,054) | | | (9,029) | | | (27,132) | | | (27,422) | |
| | | | | | | |
| Net income (loss) attributable to common stockholders | (12,045) | | | (10,018) | | | (27,232) | | | (21,981) | |
| Amortization of loan costs | 268 | | | 219 | | | 773 | | | 524 | |
| Depreciation and amortization | 8,998 | | | 9,603 | | | 26,222 | | | 27,782 | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | 111 | | | 158 | | | 399 | | | 290 | |
| Preferred dividends, declared and undeclared | 9,054 | | | 9,029 | | | 27,132 | | | 27,422 | |
| | | | | | | |
| Deferred compensation plans | (689) | | | (78) | | | (1,479) | | | (567) | |
| Stock/unit-based compensation | 465 | | | 1,912 | | | 1,944 | | | 3,663 | |
| | | | | | | |
| Change in contingent consideration fair value | 130 | | | 300 | | | 430 | | | 300 | |
| Transaction costs | 685 | | | 501 | | | 1,307 | | | 2,369 | |
| | | | | | | |
| Loss on disposal of assets | 13 | | | 58 | | | 1,032 | | | 822 | |
| Non-cash interest from finance lease | — | | | 160 | | | — | | | 487 | |
| | | | | | | |
| Reimbursed software costs, net | — | | | (75) | | | (74) | | | (312) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Legal, advisory and settlement costs | 117 | | | 300 | | | 1,043 | | | 1,163 | |
| | | | | | | |
| Severance and executive recruiting costs | 785 | | | 731 | | | 3,061 | | | 1,459 | |
| | | | | | | |
| Amortization of hotel signing fees and lock subsidies | 334 | | | 160 | | | 879 | | | 511 | |
| Other (gain) loss | 89 | | | 27 | | | 214 | | | 156 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| GAAP income tax expense (benefit) | (205) | | | 617 | | | 1,642 | | | 5,971 | |
Adjusted income tax (expense) benefit (1) | (311) | | | (1,825) | | | (3,468) | | | (9,593) | |
| Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 7,799 | | | $ | 11,779 | | | $ | 33,825 | | | $ | 40,466 | |
| Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 0.96 | | | $ | 1.48 | | | $ | 4.19 | | | $ | 5.24 | |
| Weighted average diluted shares | 8,154 | | | 7,932 | | | 8,066 | | | 7,729 | |
| | | | | | | |
| Components of weighted average diluted shares | | | | | | | |
| Common shares | 3,116 | | | 2,960 | | | 3,065 | | | 2,895 | |
| Series D convertible preferred stock | 4,234 | | | 4,221 | | | 4,230 | | | 4,218 | |
| Deferred compensation plan | 223 | | | 205 | | | 214 | | | 203 | |
| | | | | | | |
| | | | | | | |
| Acquisition related shares | 472 | | | 376 | | | 443 | | | 269 | |
| Restricted shares and units | 109 | | | 170 | | | 114 | | | 144 | |
| | | | | | | |
| Weighted average diluted shares | 8,154 | | | 7,932 | | | 8,066 | | | 7,729 | |
| | | | | | | |
| Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit | | | | | | | |
| | | | | | | |
| | | | | | | |
| GAAP income tax (expense) benefit | $ | 205 | | | $ | (617) | | | $ | (1,642) | | | $ | (5,971) | |
| Less deferred income tax (expense) benefit | 516 | | | 1,208 | | | 1,826 | | | 3,622 | |
| | | | | | | |
| | | | | | | |
Adjusted income tax (expense) benefit (1) | $ | (311) | | | $ | (1,825) | | | $ | (3,468) | | | $ | (9,593) | |
| | | | | | | |
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| | | | | | | |
(1) Income tax expense (benefit) is adjusted to exclude the effects of deferred income tax expense (benefit) because current income tax expense (benefit) (i) provides a more accurate period-over-period comparison of the ongoing operating performance of our advisory and products and services businesses, and (ii) provides more useful information to investors regarding our economic performance. See Note 18 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022.
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 September 30, 2023 | | Three Months Ended September 30, 2022 |
| Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
| REVENUE | | | | | | | | | | | | | | | |
| Advisory services fees: | | | | | | | | | | | | | | | |
| Base advisory fees - Trust | $ | 8,121 | | | $ | — | | | $ | — | | | $ | 8,121 | | | $ | 8,855 | | | $ | — | | | $ | — | | | $ | 8,855 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Base advisory fees - Braemar | 3,393 | | | — | | | — | | | 3,393 | | | 3,269 | | | — | | | — | | | 3,269 | |
| Incentive advisory fees - Braemar | 67 | | | — | | | — | | | 67 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other advisory revenue - Braemar | 131 | | | — | | | — | | | 131 | | | 131 | | | — | | | — | | | 131 | |
| Hotel management fees: | | | | | | | | | | | | | | | |
| Base management fees | — | | | 9,159 | | | — | | | 9,159 | | | — | | | 9,285 | | | — | | | 9,285 | |
| Incentive management fees | — | | | 925 | | | — | | | 925 | | | — | | | 2,242 | | | — | | | 2,242 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other management fees | — | | | 2,307 | | | — | | | 2,307 | | | — | | | 1,349 | | | — | | | 1,349 | |
| | | | | | | | | | | | | | | |
| Design and construction fees | — | | | 7,430 | | | — | | | 7,430 | | | — | | | 6,276 | | | — | | | 6,276 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Audio visual | — | | | 30,641 | | | — | | | 30,641 | | | — | | | 26,159 | | | — | | | 26,159 | |
| Other | 40 | | | 11,135 | | | — | | | 11,175 | | | — | | | 10,391 | | | — | | | 10,391 | |
| Cost reimbursement revenue | 7,386 | | | 97,672 | | | 2,808 | | | 107,866 | | | 7,798 | | | 84,232 | | | 4,621 | | | 96,651 | |
| Total revenues | 19,138 | | | 159,269 | | | 2,808 | | | 181,215 | | | 20,053 | | | 139,934 | | | 4,621 | | | 164,608 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | — | | | 13,480 | | | 9,477 | | | 22,957 | | | — | | | 11,099 | | | 8,433 | | | 19,532 | |
| Deferred compensation plans | — | | | 7 | | | (696) | | | (689) | | | — | | | 17 | | | (95) | | | (78) | |
| Stock/unit-based compensation | — | | | 49 | | | 415 | | | 464 | | | — | | | 93 | | | 1,828 | | | 1,921 | |
| | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | 23,876 | | | — | | | 23,876 | | | — | | | 19,884 | | | — | | | 19,884 | |
| Cost of design and construction revenues | — | | | 2,975 | | | — | | | 2,975 | | | — | | | 1,789 | | | — | | | 1,789 | |
| | | | | | | | | | | | | | | |
| Depreciation and amortization | 368 | | | 6,689 | | | 27 | | | 7,084 | | | 853 | | | 7,179 | | | 64 | | | 8,096 | |
| General and administrative | — | | | 8,416 | | | 2,282 | | | 10,698 | | | — | | | 6,593 | | | 1,750 | | | 8,343 | |
| | | | | | | | | | | | | | | |
| Other | — | | | 5,377 | | | — | | | 5,377 | | | — | | | 5,750 | | | — | | | 5,750 | |
| Reimbursed expenses | 4,402 | | | 97,630 | | | 2,808 | | | 104,840 | | | 3,147 | | | 84,170 | | | 4,621 | | | 91,938 | |
| REIT stock/unit-based compensation | 2,987 | | | 42 | | | — | | | 3,029 | | | 4,576 | | | 62 | | | — | | | 4,638 | |
| Total operating expenses | 7,757 | | | 158,541 | | | 14,313 | | | 180,611 | | | 8,576 | | | 136,636 | | | 16,601 | | | 161,813 | |
| OPERATING INCOME (LOSS) | 11,381 | | | 728 | | | (11,505) | | | 604 | | | 11,477 | | | 3,298 | | | (11,980) | | | 2,795 | |
| Other | — | | | (1,369) | | | (2,510) | | | (3,879) | | | — | | | (1,386) | | | (1,895) | | | (3,281) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 11,381 | | | (641) | | | (14,015) | | | (3,275) | | | 11,477 | | | 1,912 | | | (13,875) | | | (486) | |
| Income tax (expense) benefit | (2,780) | | | 267 | | | 2,718 | | | 205 | | | (2,849) | | | (119) | | | 2,351 | | | (617) | |
| NET INCOME (LOSS) | 8,601 | | | (374) | | | (11,297) | | | (3,070) | | | 8,628 | | | 1,793 | | | (11,524) | | | (1,103) | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | — | | | 177 | | | 13 | | | 190 | | | — | | | 272 | | | — | | | 272 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | (111) | | | (111) | | | — | | | — | | | (158) | | | (158) | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 8,601 | | | (197) | | | (11,395) | | | (2,991) | | | 8,628 | | | 2,065 | | | (11,682) | | | (989) | |
| Preferred dividends, declared and undeclared | — | | | — | | | (9,054) | | | (9,054) | | | — | | | — | | | (9,029) | | | (9,029) | |
| | | | | | | | | | | | | | | |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 8,601 | | | $ | (197) | | | $ | (20,449) | | | $ | (12,045) | | | $ | 8,628 | | | $ | 2,065 | | | $ | (20,711) | | | $ | (10,018) | |
| | | | | | | | | | | | | | | (Continued) |
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) (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2023 | | Three Months Ended September 30, 2022 |
| Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 8,601 | | | $ | (197) | | | $ | (20,449) | | | $ | (12,045) | | | $ | 8,628 | | | $ | 2,065 | | | $ | (20,711) | | | $ | (10,018) | |
| Preferred dividends, declared and undeclared | — | | | — | | | 9,054 | | | 9,054 | | | — | | | — | | | 9,029 | | | 9,029 | |
| | | | | | | | | | | | | | | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 8,601 | | | (197) | | | (11,395) | | | (2,991) | | | 8,628 | | | 2,065 | | | (11,682) | | | (989) | |
| Interest expense | — | | | 901 | | | 2,756 | | | 3,657 | | | — | | | 1,166 | | | 1,801 | | | 2,967 | |
| Amortization of loan costs | — | | | 51 | | | 217 | | | 268 | | | — | | | 33 | | | 186 | | | 219 | |
| Depreciation and amortization | 368 | | | 8,603 | | | 27 | | | 8,998 | | | 853 | | | 8,686 | | | 64 | | | 9,603 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 2,780 | | | (267) | | | (2,718) | | | (205) | | | 2,849 | | | 119 | | | (2,351) | | | 617 | |
| | | | | | | | | | | | | | | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | 111 | | | 111 | | | — | | | — | | | 158 | | | 158 | |
| EBITDA | 11,749 | | | 9,091 | | | (11,002) | | | 9,838 | | | 12,330 | | | 12,069 | | | (11,824) | | | 12,575 | |
| Deferred compensation plans | — | | | 7 | | | (696) | | | (689) | | | — | | | 17 | | | (95) | | | (78) | |
| Stock/unit-based compensation | — | | | 50 | | | 415 | | | 465 | | | — | | | 84 | | | 1,828 | | | 1,912 | |
| Change in contingent consideration fair value | — | | | 130 | | | — | | | 130 | | | — | | | 300 | | | — | | | 300 | |
| Transaction costs | — | | | 224 | | | 461 | | | 685 | | | — | | | 682 | | | (181) | | | 501 | |
| | | | | | | | | | | | | | | |
| Loss on disposal of assets | — | | | 13 | | | — | | | 13 | | | — | | | 58 | | | — | | | 58 | |
| | | | | | | | | | | | | | | |
| Reimbursed software costs, net | — | | | — | | | — | | | — | | | (75) | | | — | | | — | | | (75) | |
| | | | | | | | | | | | | | | |
| Legal, advisory and settlement costs | — | | | 20 | | | 97 | | | 117 | | | — | | | 78 | | | 222 | | | 300 | |
| Severance and executive recruiting costs | — | | | 15 | | | 770 | | | 785 | | | — | | | 24 | | | 707 | | | 731 | |
| | | | | | | | | | | | | | | |
| Amortization of hotel signing fees and lock subsidies | — | | | 334 | | | — | | | 334 | | | — | | | 160 | | | — | | | 160 | |
| Other (gain) loss | — | | | 89 | | | — | | | 89 | | | — | | | 27 | | | — | | | 27 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted EBITDA | 11,749 | | | 9,973 | | | (9,955) | | | 11,767 | | | 12,255 | | | 13,499 | | | (9,343) | | | 16,411 | |
| Interest expense | — | | | (901) | | | (2,756) | | | (3,657) | | | — | | | (1,166) | | | (1,801) | | | (2,967) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 160 | | | — | | | 160 | |
| Adjusted income tax (expense) benefit | (2,609) | | | (949) | | | 3,247 | | | (311) | | | (3,022) | | | (1,817) | | | 3,014 | | | (1,825) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 9,140 | | | $ | 8,123 | | | $ | (9,464) | | | $ | 7,799 | | | $ | 9,233 | | | $ | 10,676 | | | $ | (8,130) | | | $ | 11,779 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (1) | $ | 2.76 | | | $ | (0.06) | | | $ | (6.56) | | | $ | (3.87) | | | $ | 2.91 | | | $ | 0.70 | | | $ | (7.00) | | | $ | (3.38) | |
| Weighted average common shares outstanding - diluted | 3,116 | | | 3,116 | | | 3,116 | | | 3,116 | | | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | |
| ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1) | $ | 1.12 | | | $ | 1.00 | | | $ | (1.16) | | | $ | 0.96 | | | $ | 1.16 | | | $ | 1.35 | | | $ | (1.02) | | | $ | 1.48 | |
| Weighted average diluted shares | 8,154 | | | 8,154 | | | 8,154 | | | 8,154 | | | 7,932 | | | 7,932 | | | 7,932 | | | 7,932 | |
(1) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, 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)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2023 | | Nine Months Ended September 30, 2022 |
| Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
| REVENUE | | | | | | | | | | | | | | | |
| Advisory services fees: | | | | | | | | | | | | | | | |
| Base advisory fees - Trust | $ | 24,839 | | | $ | — | | | $ | — | | | $ | 24,839 | | | $ | 26,202 | | | $ | — | | | $ | — | | | $ | 26,202 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Base advisory fees - Braemar | 10,700 | | | — | | | — | | | 10,700 | | | 9,435 | | | — | | | — | | | 9,435 | |
| Incentive advisory fees - Braemar | 201 | | | — | | | — | | | 201 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other advisory revenue - Braemar | 389 | | | — | | | — | | | 389 | | | 389 | | | — | | | — | | | 389 | |
| Hotel management fees: | | | | | | | | | | | | | | | |
| Base management fees | — | | | 28,557 | | | — | | | 28,557 | | | — | | | 24,943 | | | — | | | 24,943 | |
| Incentive management fees | — | | | 3,966 | | | — | | | 3,966 | | | — | | | 6,113 | | | — | | | 6,113 | |
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| Other management fees | — | | | 6,933 | | | — | | | 6,933 | | | — | | | 2,418 | | | — | | | 2,418 | |
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| Design and construction fees | — | | | 21,964 | | | — | | | 21,964 | | | — | | | 15,538 | | | — | | | 15,538 | |
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| Audio visual | — | | | 112,347 | | | — | | | 112,347 | | | — | | | 87,101 | | | — | | | 87,101 | |
| Other | 220 | | | 31,837 | | | — | | | 32,057 | | | 16 | | | 33,886 | | | — | | | 33,902 | |
| Cost reimbursement revenue | 23,967 | | | 284,039 | | | 9,088 | | | 317,094 | | | 22,626 | | | 228,919 | | | 8,434 | | | 259,979 | |
| Total revenues | 60,316 | | | 489,643 | | | 9,088 | | | 559,047 | | | 58,668 | | | 398,918 | | | 8,434 | | | 466,020 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | — | | | 39,660 | | | 28,546 | | | 68,206 | | | — | | | 28,785 | | | 23,468 | | | 52,253 | |
| Deferred compensation plans | — | | | 30 | | | (1,509) | | | (1,479) | | | — | | | 53 | | | (620) | | | (567) | |
| Stock/unit-based compensation | — | | | 157 | | | 1,787 | | | 1,944 | | | — | | | 270 | | | 3,321 | | | 3,591 | |
| | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | 81,697 | | | — | | | 81,697 | | | — | | | 61,042 | | | — | | | 61,042 | |
| Cost of design and construction revenues | — | | | 9,430 | | | — | | | 9,430 | | | — | | | 5,905 | | | — | | | 5,905 | |
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| Depreciation and amortization | 1,253 | | | 19,694 | | | 127 | | | 21,074 | | | 2,558 | | | 20,848 | | | 334 | | | 23,740 | |
| General and administrative | — | | | 25,004 | | | 7,216 | | | 32,220 | | | — | | | 18,328 | | | 7,097 | | | 25,425 | |
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| Other | 1,032 | | | 16,131 | | | — | | | 17,163 | | | 706 | | | 16,150 | | | 30 | | | 16,886 | |
| Reimbursed expenses | 13,872 | | | 283,896 | | | 9,088 | | | 306,856 | | | 9,410 | | | 228,705 | | | 8,434 | | | 246,549 | |
| REIT stock/unit-based compensation | 10,024 | | | 143 | | | — | | | 10,167 | | | 12,902 | | | 214 | | | — | | | 13,116 | |
| Total operating expenses | 26,181 | | | 475,842 | | | 45,255 | | | 547,278 | | | 25,576 | | | 380,300 | | | 42,064 | | | 447,940 | |
| OPERATING INCOME (LOSS) | 34,135 | | | 13,801 | | | (36,167) | | | 11,769 | | | 33,092 | | | 18,618 | | | (33,630) | | | 18,080 | |
| Other | — | | | (3,345) | | | (7,175) | | | (10,520) | | | — | | | (3,334) | | | (3,874) | | | (7,208) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 34,135 | | | 10,456 | | | (43,342) | | | 1,249 | | | 33,092 | | | 15,284 | | | (37,504) | | | 10,872 | |
| Income tax (expense) benefit | (8,244) | | | (4,844) | | | 11,446 | | | (1,642) | | | (8,196) | | | (5,695) | | | 7,920 | | | (5,971) | |
| NET INCOME (LOSS) | 25,891 | | | 5,612 | | | (31,896) | | | (393) | | | 24,896 | | | 9,589 | | | (29,584) | | | 4,901 | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | — | | | 679 | | | 13 | | | 692 | | | — | | | 830 | | | — | | | 830 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | (399) | | | (399) | | | — | | | — | | | (290) | | | (290) | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 25,891 | | | 6,291 | | | (32,282) | | | (100) | | | 24,896 | | | 10,419 | | | (29,874) | | | 5,441 | |
| Preferred dividends, declared and undeclared | — | | | — | | | (27,132) | | | (27,132) | | | — | | | — | | | (27,422) | | | (27,422) | |
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| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 25,891 | | | $ | 6,291 | | | $ | (59,414) | | | $ | (27,232) | | | $ | 24,896 | | | $ | 10,419 | | | $ | (57,296) | | | $ | (21,981) | |
| | | | | | | | | | | | | | | (Continued) |
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) (continued)
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| Nine Months Ended September 30, 2023 | | Nine Months Ended September 30, 2022 |
| Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 25,891 | | | $ | 6,291 | | | $ | (59,414) | | | $ | (27,232) | | | $ | 24,896 | | | $ | 10,419 | | | $ | (57,296) | | | $ | (21,981) | |
| Preferred dividends, declared and undeclared | — | | | — | | | 27,132 | | | 27,132 | | | — | | | — | | | 27,422 | | | 27,422 | |
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| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 25,891 | | | 6,291 | | | (32,282) | | | (100) | | | 24,896 | | | 10,419 | | | (29,874) | | | 5,441 | |
| Interest expense | — | | | 2,274 | | | 7,640 | | | 9,914 | | | — | | | 3,282 | | | 3,501 | | | 6,783 | |
| Amortization of loan costs | — | | | 149 | | | 624 | | | 773 | | | — | | | 135 | | | 389 | | | 524 | |
| Depreciation and amortization | 1,253 | | | 24,842 | | | 127 | | | 26,222 | | | 2,558 | | | 24,890 | | | 334 | | | 27,782 | |
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| Income tax expense (benefit) | 8,244 | | | 4,844 | | | (11,446) | | | 1,642 | | | 8,196 | | | 5,695 | | | (7,920) | | | 5,971 | |
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| Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | 399 | | | 399 | | | — | | | — | | | 290 | | | 290 | |
| EBITDA | 35,388 | | | 38,400 | | | (34,938) | | | 38,850 | | | 35,650 | | | 44,421 | | | (33,280) | | | 46,791 | |
| Deferred compensation plans | — | | | 30 | | | (1,509) | | | (1,479) | | | — | | | 53 | | | (620) | | | (567) | |
| Stock/unit-based compensation | — | | | 157 | | | 1,787 | | | 1,944 | | | — | | | 342 | | | 3,321 | | | 3,663 | |
| Change in contingent consideration fair value | — | | | 430 | | | — | | | 430 | | | — | | | 300 | | | — | | | 300 | |
| Transaction costs | — | | | 589 | | | 718 | | | 1,307 | | | — | | | 1,777 | | | 592 | | | 2,369 | |
| | | | | | | | | | | | | | | |
| Loss on disposal of assets | 1,032 | | | — | | | — | | | 1,032 | | | 706 | | | 116 | | | — | | | 822 | |
| | | | | | | | | | | | | | | |
| Reimbursed software costs, net | (74) | | | — | | | — | | | (74) | | | (312) | | | — | | | — | | | (312) | |
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| Legal, advisory and settlement costs | — | | | 619 | | | 424 | | | 1,043 | | | — | | | (6) | | | 1,169 | | | 1,163 | |
| Severance and executive recruiting costs | — | | | 260 | | | 2,801 | | | 3,061 | | | — | | | 155 | | | 1,304 | | | 1,459 | |
| | | | | | | | | | | | | | | |
| Amortization of hotel signing fees and lock subsidies | — | | | 879 | | | — | | | 879 | | | — | | | 511 | | | — | | | 511 | |
| Other (gain) loss | — | | | 185 | | | 29 | | | 214 | | | — | | | 69 | | | 87 | | | 156 | |
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| Adjusted EBITDA | 36,346 | | | 41,549 | | | (30,688) | | | 47,207 | | | 36,044 | | | 47,738 | | | (27,427) | | | 56,355 | |
| Interest expense | — | | | (2,274) | | | (7,640) | | | (9,914) | | | — | | | (3,282) | | | (3,501) | | | (6,783) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 487 | | | — | | | 487 | |
| Adjusted income tax (expense) benefit | (8,063) | | | (6,325) | | | 10,920 | | | (3,468) | | | (9,252) | | | (9,262) | | | 8,921 | | | (9,593) | |
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| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 28,283 | | | $ | 32,950 | | | $ | (27,408) | | | $ | 33,825 | | | $ | 26,792 | | | $ | 35,681 | | | $ | (22,007) | | | $ | 40,466 | |
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| INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (1) | $ | 8.27 | | | $ | 2.01 | | | $ | (19.46) | | | $ | (9.18) | | | $ | 8.41 | | | $ | 3.52 | | | $ | (19.57) | | | $ | (7.64) | |
| Weighted average common shares outstanding - diluted | 3,130 | | | 3,130 | | | 3,130 | | | 3,130 | | | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | |
| ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1) | $ | 3.51 | | | $ | 4.09 | | | $ | (3.40) | | | $ | 4.19 | | | $ | 3.47 | | | $ | 4.62 | | | $ | (2.85) | | | $ | 5.24 | |
| Weighted average diluted shares | 8,066 | | | 8,066 | | | 8,066 | | | 8,066 | | | 7,729 | | | 7,729 | | | 7,729 | | | 7,729 | |
(1) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the segments, may differ from the consolidated total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
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 September 30, 2023 | | |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services | | | | | | | | | | | | | | |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Hotel management fees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base management fees | $ | 9,159 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 9,159 | | | | | | | | | | | | | | | |
| Incentive management fees | 925 | | | — | | | — | | | — | | | — | | | — | | | | | 925 | | | | | | | | | | | | | | | |
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| Other management fees | 2,307 | | | — | | | — | | | — | | | — | | | — | | | | | 2,307 | | | | | | | | | | | | | | | |
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| Design and construction fees | — | | | 7,430 | | | — | | | — | | | — | | | — | | | | | 7,430 | | | | | | | | | | | | | | | |
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| Audio visual | — | | | — | | | 30,641 | | | — | | | — | | | — | | | | | 30,641 | | | | | | | | | | | | | | | |
| Other | — | | | — | | | — | | | 8,375 | | | 373 | | | 2,387 | | | | | 11,135 | | | | | | | | | | | | | | | |
| Cost reimbursement revenue | 94,421 | | | 3,175 | | | 53 | | | 23 | | | — | | | — | | | | | 97,672 | | | | | | | | | | | | | | | |
| Total revenues | 106,812 | | | 10,605 | | | 30,694 | | | 8,398 | | | 373 | | | 2,387 | | | | | 159,269 | | | | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | 6,111 | | | 821 | | | 4,471 | | | 1,174 | | | 734 | | | 169 | | | | | 13,480 | | | | | | | | | | | | | | | |
| Deferred compensation plans | — | | | — | | | — | | | 7 | | | — | | | — | | | | | 7 | | | | | | | | | | | | | | | |
| Stock/unit-based compensation | 21 | | | 15 | | | 8 | | | 5 | | | — | | | — | | | | | 49 | | | | | | | | | | | | | | | |
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| Cost of audio visual revenues | — | | | — | | | 23,876 | | | — | | | — | | | — | | | | | 23,876 | | | | | | | | | | | | | | | |
| Cost of design and construction revenues | — | | | 2,975 | | | — | | | — | | | — | | | — | | | | | 2,975 | | | | | | | | | | | | | | | |
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| Depreciation and amortization | 3,006 | | | 2,882 | | | 490 | | | 308 | | | 3 | | | — | | | | | 6,689 | | | | | | | | | | | | | | | |
| General and administrative | 1,585 | | | 889 | | | 3,260 | | | 2,132 | | | 400 | | | 150 | | | | | 8,416 | | | | | | | | | | | | | | | |
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| Other | 219 | | | — | | | — | | | 4,812 | | | 29 | | | 317 | | | | | 5,377 | | | | | | | | | | | | | | | |
| Reimbursed expenses | 94,417 | | | 3,151 | | | 39 | | | 23 | | | — | | | — | | | | | 97,630 | | | | | | | | | | | | | | | |
| REIT stock/unit-based compensation | 4 | | | 24 | | | 14 | | | — | | | — | | | — | | | | | 42 | | | | | | | | | | | | | | | |
| Total operating expenses | 105,363 | | | 10,757 | | | 32,158 | | | 8,461 | | | 1,166 | | | 636 | | | | | 158,541 | | | | | | | | | | | | | | | |
| OPERATING INCOME (LOSS) | 1,449 | | | (152) | | | (1,464) | | | (63) | | | (793) | | | 1,751 | | | | | 728 | | | | | | | | | | | | | | | |
| Other | (23) | | | — | | | (565) | | | (455) | | | (10) | | | (316) | | | | | (1,369) | | | | | | | | | | | | | | | |
| INCOME (LOSS) BEFORE INCOME TAXES | 1,426 | | | (152) | | | (2,029) | | | (518) | | | (803) | | | 1,435 | | | | | (641) | | | | | | | | | | | | | | | |
| Income tax (expense) benefit | (314) | | | 8 | | | 907 | | | 263 | | | — | | | (597) | | | | | 267 | | | | | | | | | | | | | | | |
| NET INCOME (LOSS) | 1,112 | | | (144) | | | (1,122) | | | (255) | | | (803) | | | 838 | | | | | (374) | | | | | | | | | | | | | | | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | — | | | 187 | | | (10) | | | | | 177 | | | | | | | | | | | | | | | |
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| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 1,112 | | | $ | (144) | | | $ | (1,122) | | | $ | (255) | | | $ | (616) | | | $ | 828 | | | | | $ | (197) | | | | | | | | | | | | | | | |
| Interest expense | — | | | — | | | 438 | | | 444 | | | 5 | | | 14 | | | | | 901 | | | | | | | | | | | | | | | |
| Amortization of loan costs | — | | | — | | | 42 | | | 9 | | | — | | | — | | | | | 51 | | | | | | | | | | | | | | | |
| Depreciation and amortization | 3,006 | | | 2,882 | | | 1,875 | | | 835 | | | 2 | | | 3 | | | | | 8,603 | | | | | | | | | | | | | | | |
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| Income tax expense (benefit) | 314 | | | (8) | | | (907) | | | (263) | | | — | | | 597 | | | | | (267) | | | | | | | | | | | | | | | |
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| EBITDA | 4,432 | | | 2,730 | | | 326 | | | 770 | | | (609) | | | 1,442 | | | | | 9,091 | | | | | | | | | | | | | | | |
| Deferred compensation plans | — | | | — | | | — | | | 7 | | | — | | | — | | | | | 7 | | | | | | | | | | | | | | | |
| Stock/unit-based compensation | 22 | | | 15 | | | 8 | | | 5 | | | — | | | — | | | | | 50 | | | | | | | | | | | | | | | |
| Change in contingent consideration fair value | 130 | | | — | | | — | | | — | | | — | | | — | | | | | 130 | | | | | | | | | | | | | | | |
| Transaction costs | — | | | — | | | 115 | | | 107 | | | 2 | | | — | | | | | 224 | | | | | | | | | | | | | | | |
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| Loss on disposal of assets | — | | | — | | | 3 | | | 10 | | | — | | | — | | | | | 13 | | | | | | | | | | | | | | | |
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| Legal, advisory and settlement costs | 17 | | | — | | | — | | | 3 | | | — | | | — | | | | | 20 | | | | | | | | | | | | | | | |
| Severance and executive recruiting costs | 15 | | | — | | | — | | | — | | | — | | | — | | | | | 15 | | | | | | | | | | | | | | | |
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| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 334 | | | — | | | — | | | — | | | | | 334 | | | | | | | | | | | | | | | |
| Other (gain) loss | 67 | | | — | | | 22 | | | — | | | — | | | — | | | | | 89 | | | | | | | | | | | | | | | |
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| Adjusted EBITDA | 4,683 | | | 2,745 | | | 808 | | | 902 | | | (607) | | | 1,442 | | | | | 9,973 | | | | | | | | | | | | | | | |
| Interest expense | — | | | — | | | (438) | | | (444) | | | (5) | | | (14) | | | | | (901) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted income tax (expense) benefit | (631) | | | (773) | | | 529 | | | 352 | | | — | | | (426) | | | | | (949) | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 4,052 | | | $ | 1,972 | | | $ | 899 | | | $ | 810 | | | $ | (612) | | | $ | 1,002 | | | | | $ | 8,123 | | | | | | | | | | | | | | | |
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| INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | 0.36 | | | $ | (0.05) | | | $ | (0.36) | | | $ | (0.08) | | | $ | (0.20) | | | $ | 0.27 | | | | | $ | (0.06) | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding - diluted | 3,116 | | | 3,116 | | | 3,116 | | | 3,116 | | | 3,116 | | | 3,116 | | | | | 3,116 | | | | | | | | | | | | | | | |
| ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 0.50 | | | $ | 0.24 | | | $ | 0.11 | | | $ | 0.10 | | | $ | (0.08) | | | $ | 0.12 | | | | | $ | 1.00 | | | | | | | | | | | | | | | |
| Weighted average diluted shares | 8,154 | | | 8,154 | | | 8,154 | | | 8,154 | | | 8,154 | | | 8,154 | | | | | 8,154 | | | | | | | | | | | | | | | |
(1) Represents Pure Wellness and Lismore Capital.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
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 September 30, 2022 |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services |
| REVENUE | | | | | | | | | | | | | | | |
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| Hotel management fees: | | | | | | | | | | | | | | | |
| Base management fees | $ | 9,285 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 9,285 | |
| Incentive management fees | 2,242 | | | — | | | — | | | — | | | — | | | — | | | | | 2,242 | |
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| Other management fees | 1,349 | | | — | | | — | | | | | — | | | — | | | | | 1,349 | |
| | | | | | | | | | | | | | | |
| Design and construction fees | — | | | 6,276 | | | — | | | — | | | — | | | — | | | | | 6,276 | |
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| Audio visual | — | | | — | | | 26,159 | | | — | | | — | | | — | | | | | 26,159 | |
| Other | — | | | — | | | — | | | 6,608 | | | 389 | | | 3,394 | | | | | 10,391 | |
| Cost reimbursement revenue | 80,880 | | | 3,306 | | | 38 | | | 8 | | | — | | | — | | | | | 84,232 | |
| Total revenues | 93,756 | | | 9,582 | | | 26,197 | | | 6,616 | | | 389 | | | 3,394 | | | | | 139,934 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | 5,653 | | | 555 | | | 3,204 | | | 778 | | | 588 | | | 321 | | | | | 11,099 | |
| Deferred compensation plans | — | | | — | | | — | | | 17 | | | — | | | — | | | | | 17 | |
| Stock/unit-based compensation | 61 | | | 20 | | | 7 | | | 5 | | | — | | | — | | | | | 93 | |
| | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | — | | | 19,884 | | | — | | | — | | | — | | | | | 19,884 | |
| Cost of design and construction revenues | — | | | 1,789 | | | — | | | — | | | — | | | — | | | | | 1,789 | |
| | | | | | | | | | | | | | | |
| Depreciation and amortization | 3,288 | | | 2,978 | | | 418 | | | 175 | | | 3 | | | 317 | | | | | 7,179 | |
| General and administrative | 957 | | | 707 | | | 2,476 | | | 1,599 | | | 704 | | | 150 | | | | | 6,593 | |
| | | | | | | | | | | | | | | |
| Other | 300 | | | — | | | — | | | 3,496 | | | 70 | | | 1,884 | | | | | 5,750 | |
| Reimbursed expenses | 80,866 | | | 3,276 | | | 20 | | | 8 | | | — | | | — | | | | | 84,170 | |
| REIT stock/unit-based compensation | 14 | | | 30 | | | 18 | | | — | | | — | | | — | | | | | 62 | |
| Total operating expenses | 91,139 | | | 9,355 | | | 26,027 | | | 6,078 | | | 1,365 | | | 2,672 | | | | | 136,636 | |
| OPERATING INCOME (LOSS) | 2,617 | | | 227 | | | 170 | | | 538 | | | (976) | | | 722 | | | | | 3,298 | |
| Other | 53 | | | — | | | (459) | | | (206) | | | — | | | (774) | | | | | (1,386) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 2,670 | | | 227 | | | (289) | | | 332 | | | (976) | | | (52) | | | | | 1,912 | |
| Income tax (expense) benefit | (256) | | | (112) | | | 53 | | | 192 | | | — | | | 4 | | | | | (119) | |
| NET INCOME (LOSS) | 2,414 | | | 115 | | | (236) | | | 524 | | | (976) | | | (48) | | | | | 1,793 | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | — | | | 223 | | | 49 | | | | | 272 | |
| | | | | | | | | | | | | | | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 2,414 | | | $ | 115 | | | $ | (236) | | | $ | 524 | | | $ | (753) | | | $ | 1 | | | | | $ | 2,065 | |
| Interest expense | — | | | — | | | 345 | | | 197 | | | — | | | 624 | | | | | 1,166 | |
| Amortization of loan costs | — | | | — | | | 24 | | | 9 | | | — | | | — | | | | | 33 | |
| Depreciation and amortization | 3,288 | | | 2,978 | | | 1,679 | | | 594 | | | 3 | | | 144 | | | | | 8,686 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 256 | | | 112 | | | (53) | | | (192) | | | — | | | (4) | | | | | 119 | |
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| | | | | | | | | | | | | | | |
| EBITDA | 5,958 | | | 3,205 | | | 1,759 | | | 1,132 | | | (750) | | | 765 | | | | | 12,069 | |
| Stock/unit-based compensation | 52 | | | 20 | | | 7 | | | 5 | | | — | | | — | | | | | 84 | |
| Deferred compensation plans | — | | | — | | | — | | | 17 | | | — | | | — | | | | | 17 | |
| Change in contingent consideration fair value | 300 | | | — | | | — | | | — | | | — | | | — | | | | | 300 | |
| Transaction costs | 445 | | | — | | | 11 | | | 226 | | | — | | | — | | | | | 682 | |
| | | | | | | | | | | | | | | |
| Loss on disposal of assets | — | | | — | | | 58 | | | — | | | — | | | — | | | | | 58 | |
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| Legal, advisory and settlement costs | 4 | | | — | | | 38 | | | 36 | | | — | | | — | | | | | 78 | |
| Severance and executive recruiting costs | 16 | | | — | | | — | | | 8 | | | — | | | — | | | | | 24 | |
| | | | | | | | | | | | | | | |
| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 153 | | | — | | | 7 | | | — | | | | | 160 | |
| Other (gain) loss | (18) | | | 30 | | | 15 | | | — | | | — | | | — | | | | | 27 | |
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| Adjusted EBITDA | 6,757 | | | 3,255 | | | 2,041 | | | 1,424 | | | (743) | | | 765 | | | | | 13,499 | |
| Interest expense | — | | | — | | | (345) | | | (197) | | | — | | | (624) | | | | | (1,166) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 160 | | | | | 160 | |
| Adjusted income tax (expense) benefit | (1,283) | | | (917) | | | 143 | | | 274 | | | — | | | (34) | | | | | (1,817) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 5,474 | | | $ | 2,338 | | | $ | 1,839 | | | $ | 1,501 | | | $ | (743) | | | $ | 267 | | | | | $ | 10,676 | |
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| INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | 0.82 | | | $ | 0.04 | | | $ | (0.08) | | | $ | 0.18 | | | $ | (0.25) | | | $ | — | | | | | $ | 0.70 | |
| Weighted average common shares outstanding - diluted | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | | | | | 2,960 | |
| ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 0.69 | | | $ | 0.29 | | | $ | 0.23 | | | $ | 0.19 | | | $ | (0.09) | | | $ | 0.03 | | | | | $ | 1.35 | |
| Weighted average diluted shares | 7,932 | | | 7,932 | | | 7,932 | | | 7,932 | | | 7,932 | | | 7,932 | | | | | 7,932 | |
(1) Represents Pure Wellness, Lismore Capital, Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
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)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, 2023 | | |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services | | | | | | | | | | | | | | |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Hotel management fees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base management fees | $ | 28,557 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 28,557 | | | | | | | | | | | | | | | |
| Incentive management fees | 3,966 | | | — | | | — | | | — | | | — | | | — | | | | | 3,966 | | | | | | | | | | | | | | | |
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| Other management fees | 6,933 | | | — | | | — | | | — | | | — | | | — | | | | | 6,933 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Design and construction fees | — | | | 21,964 | | | — | | | — | | | — | | | — | | | | | 21,964 | | | | | | | | | | | | | | | |
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| Audio visual | — | | | — | | | 112,347 | | | — | | | — | | | — | | | | | 112,347 | | | | | | | | | | | | | | | |
| Other | 3 | | | — | | | — | | | 25,797 | | | 1,184 | | | 4,853 | | | | | 31,837 | | | | | | | | | | | | | | | |
| Cost reimbursement revenue | 274,995 | | | 8,816 | | | 159 | | | 69 | | | — | | | — | | | | | 284,039 | | | | | | | | | | | | | | | |
| Total revenues | 314,454 | | | 30,780 | | | 112,506 | | | 25,866 | | | 1,184 | | | 4,853 | | | | | 489,643 | | | | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | 18,174 | | | 2,025 | | | 13,529 | | | 3,072 | | | 2,135 | | | 725 | | | | | 39,660 | | | | | | | | | | | | | | | |
| Deferred compensation plans | — | | | — | | | — | | | 30 | | | — | | | — | | | | | 30 | | | | | | | | | | | | | | | |
| Stock/unit-based compensation | 56 | | | 63 | | | 22 | | | 16 | | | — | | | — | | | | | 157 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | — | | | 81,697 | | | — | | | — | | | — | | | | | 81,697 | | | | | | | | | | | | | | | |
| Cost of design and construction revenues | — | | | 9,430 | | | — | | | — | | | — | | | — | | | | | 9,430 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | 8,836 | | | 8,648 | | | 1,420 | | | 775 | | | 9 | | | 6 | | | | | 19,694 | | | | | | | | | | | | | | | |
| General and administrative | 4,848 | | | 2,709 | | | 9,177 | | | 6,286 | | | 1,615 | | | 369 | | | | | 25,004 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other | 1,246 | | | — | | | — | | | 14,008 | | | 141 | | | 736 | | | | | 16,131 | | | | | | | | | | | | | | | |
| Reimbursed expenses | 274,975 | | | 8,734 | | | 118 | | | 69 | | | — | | | — | | | | | 283,896 | | | | | | | | | | | | | | | |
| REIT stock/unit-based compensation | 20 | | | 82 | | | 41 | | | — | | | — | | | — | | | | | 143 | | | | | | | | | | | | | | | |
| Total operating expenses | 308,155 | | | 31,691 | | | 106,004 | | | 24,256 | | | 3,900 | | | 1,836 | | | | | 475,842 | | | | | | | | | | | | | | | |
| OPERATING INCOME (LOSS) | 6,299 | | | (911) | | | 6,502 | | | 1,610 | | | (2,716) | | | 3,017 | | | | | 13,801 | | | | | | | | | | | | | | | |
| Other | 23 | | | — | | | (1,385) | | | (746) | | | (76) | | | (1,161) | | | | | (3,345) | | | | | | | | | | | | | | | |
| INCOME (LOSS) BEFORE INCOME TAXES | 6,322 | | | (911) | | | 5,117 | | | 864 | | | (2,792) | | | 1,856 | | | | | 10,456 | | | | | | | | | | | | | | | |
| Income tax (expense) benefit | (1,531) | | | 182 | | | (3,000) | | | (16) | | | — | | | (479) | | | | | (4,844) | | | | | | | | | | | | | | | |
| NET INCOME (LOSS) | 4,791 | | | (729) | | | 2,117 | | | 848 | | | (2,792) | | | 1,377 | | | | | 5,612 | | | | | | | | | | | | | | | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | — | | | 647 | | | 32 | | | | | 679 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 4,791 | | | $ | (729) | | | $ | 2,117 | | | $ | 848 | | | $ | (2,145) | | | $ | 1,409 | | | | | $ | 6,291 | | | | | | | | | | | | | | | |
| Interest expense | — | | | — | | | 1,109 | | | 1,138 | | | 9 | | | 18 | | | | | 2,274 | | | | | | | | | | | | | | | |
| Amortization of loan costs | — | | | — | | | 121 | | | 28 | | | — | | | — | | | | | 149 | | | | | | | | | | | | | | | |
| Depreciation and amortization | 8,836 | | | 8,648 | | | 5,127 | | | 2,209 | | | 7 | | | 15 | | | | | 24,842 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 1,531 | | | (182) | | | 3,000 | | | 16 | | | — | | | 479 | | | | | 4,844 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EBITDA | 15,158 | | | 7,737 | | | 11,474 | | | 4,239 | | | (2,129) | | | 1,921 | | | | | 38,400 | | | | | | | | | | | | | | | |
| Deferred compensation plans | — | | | — | | | — | | | 30 | | | — | | | — | | | | | 30 | | | | | | | | | | | | | | | |
| Stock/unit-based compensation | 56 | | | 63 | | | 22 | | | 16 | | | — | | | — | | | | | 157 | | | | | | | | | | | | | | | |
| Change in contingent consideration fair value | 430 | | | — | | | — | | | — | | | — | | | — | | | | | 430 | | | | | | | | | | | | | | | |
| Transaction costs | (123) | | | — | | | 115 | | | 548 | | | 49 | | | — | | | | | 589 | | | | | | | | | | | | | | | |
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| Loss on disposal of assets | — | | | — | | | (10) | | | 10 | | | — | | | — | | | | | — | | | | | | | | | | | | | | | |
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| Legal, advisory and settlement costs | 611 | | | — | | | — | | | 8 | | | — | | | — | | | | | 619 | | | | | | | | | | | | | | | |
| Severance and executive recruiting costs | 123 | | | — | | | 102 | | | — | | | — | | | 35 | | | | | 260 | | | | | | | | | | | | | | | |
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| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 864 | | | — | | | 15 | | | — | | | | | 879 | | | | | | | | | | | | | | | |
| Other (gain) loss | (3) | | | — | | | 188 | | | — | | | — | | | — | | | | | 185 | | | | | | | | | | | | | | | |
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| Adjusted EBITDA | 16,252 | | | 7,800 | | | 12,755 | | | 4,851 | | | (2,065) | | | 1,956 | | | | | 41,549 | | | | | | | | | | | | | | | |
| Interest expense | — | | | — | | | (1,109) | | | (1,138) | | | (9) | | | (18) | | | | | (2,274) | | | | | | | | | | | | | | | |
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| Adjusted income tax (expense) benefit | (2,841) | | | (1,944) | | | (1,302) | | | 322 | | | — | | | (560) | | | | | (6,325) | | | | | | | | | | | | | | | |
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| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 13,411 | | | $ | 5,856 | | | $ | 10,344 | | | $ | 4,035 | | | $ | (2,074) | | | $ | 1,378 | | | | | $ | 32,950 | | | | | | | | | | | | | | | |
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| INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | 1.53 | | | $ | (0.23) | | | $ | 0.68 | | | $ | 0.27 | | | $ | (0.69) | | | $ | 0.45 | | | | | $ | 2.01 | | | | | | | | | | | | | | | |
| Weighted average common shares outstanding - diluted | 3,130 | | | 3,130 | | | 3,130 | | | 3,130 | | | 3,130 | | | 3,130 | | | | | 3,130 | | | | | | | | | | | | | | | |
| ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 1.66 | | | $ | 0.73 | | | $ | 1.28 | | | $ | 0.50 | | | $ | (0.26) | | | $ | 0.17 | | | | | $ | 4.09 | | | | | | | | | | | | | | | |
| Weighted average diluted shares | 8,066 | | | 8,066 | | | 8,066 | | | 8,066 | | | 8,066 | | | 8,066 | | | | | 8,066 | | | | | | | | | | | | | | | |
(1) Represents Pure Wellness and Lismore Capital.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
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)
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| Nine Months Ended September 30, 2022 |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services |
| REVENUE | | | | | | | | | | | | | | | |
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| Hotel management fees: | | | | | | | | | | | | | | | |
| Base management fees | $ | 24,943 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 24,943 | |
| Incentive management fees | 6,113 | | | — | | | — | | | — | | | — | | | — | | | | | 6,113 | |
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| Other management fees | 2,418 | | | — | | | — | | | — | | | — | | | — | | | | | 2,418 | |
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| Design and construction fees | — | | | 15,538 | | | — | | | — | | | — | | | — | | | | | 15,538 | |
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| Audio visual | — | | | — | | | 87,101 | | | — | | | — | | | — | | | | | 87,101 | |
| Other | 181 | | | — | | | — | | | 20,337 | | | 1,180 | | | 12,188 | | | | | 33,886 | |
| Cost reimbursement revenue | 221,407 | | | 7,355 | | | 134 | | | 17 | | | 4 | | | 2 | | | | | 228,919 | |
| Total revenues | 255,062 | | | 22,893 | | | 87,235 | | | 20,354 | | | 1,184 | | | 12,190 | | | | | 398,918 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | 13,920 | | | 1,545 | | | 8,557 | | | 2,114 | | | 1,901 | | | 748 | | | | | 28,785 | |
| Deferred compensation plans | — | | | — | | | — | | | 53 | | | — | | | — | | | | | 53 | |
| Stock/unit-based compensation | 161 | | | 52 | | | 44 | | | 13 | | | — | | | — | | | | | 270 | |
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| Cost of audio visual revenues | — | | | — | | | 61,042 | | | — | | | — | | | — | | | | | 61,042 | |
| Cost of design and construction revenues | — | | | 5,905 | | | — | | | — | | | — | | | — | | | | | 5,905 | |
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| Depreciation and amortization | 9,107 | | | 8,914 | | | 1,358 | | | 501 | | | 9 | | | 959 | | | | | 20,848 | |
| General and administrative | 2,835 | | | 2,285 | | | 6,734 | | | 3,978 | | | 1,906 | | | 590 | | | | | 18,328 | |
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| Other | 300 | | | — | | | — | | | 10,475 | | | 217 | | | 5,158 | | | | | 16,150 | |
| Reimbursed expenses | 221,341 | | | 7,263 | | | 78 | | | 17 | | | 4 | | | 2 | | | | | 228,705 | |
| REIT stock/unit-based compensation | 66 | | | 92 | | | 56 | | | — | | | — | | | — | | | | | 214 | |
| Total operating expenses | 247,730 | | | 26,056 | | | 77,869 | | | 17,151 | | | 4,037 | | | 7,457 | | | | | 380,300 | |
| OPERATING INCOME (LOSS) | 7,332 | | | (3,163) | | | 9,366 | | | 3,203 | | | (2,853) | | | 4,733 | | | | | 18,618 | |
| Other | 89 | | | — | | | (1,048) | | | (619) | | | 4 | | | (1,760) | | | | | (3,334) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 7,421 | | | (3,163) | | | 8,318 | | | 2,584 | | | (2,849) | | | 2,973 | | | | | 15,284 | |
| Income tax (expense) benefit | (251) | | | (678) | | | (3,318) | | | (680) | | | — | | | (768) | | | | | (5,695) | |
| NET INCOME (LOSS) | 7,170 | | | (3,841) | | | 5,000 | | | 1,904 | | | (2,849) | | | 2,205 | | | | | 9,589 | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | — | | | 677 | | | 153 | | | | | 830 | |
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| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 7,170 | | | $ | (3,841) | | | $ | 5,000 | | | $ | 1,904 | | | $ | (2,172) | | | $ | 2,358 | | | | | $ | 10,419 | |
| Interest expense | — | | | — | | | 861 | | | 537 | | | — | | | 1,884 | | | | | 3,282 | |
| Amortization of loan costs | — | | | — | | | 94 | | | 41 | | | — | | | — | | | | | 135 | |
| Depreciation and amortization | 9,107 | | | 8,914 | | | 5,043 | | | 1,487 | | | 7 | | | 332 | | | | | 24,890 | |
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| Income tax expense (benefit) | 251 | | | 678 | | | 3,318 | | | 680 | | | — | | | 768 | | | | | 5,695 | |
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| EBITDA | 16,528 | | | 5,751 | | | 14,316 | | | 4,649 | | | (2,165) | | | 5,342 | | | | | 44,421 | |
| Stock/unit-based compensation | 233 | | | 52 | | | 44 | | | 13 | | | — | | | — | | | | | 342 | |
| Deferred compensation plans | — | | | — | | | — | | | 53 | | | — | | | — | | | | | 53 | |
| Change in contingent consideration fair value | 300 | | | — | | | — | | | — | | | — | | | — | | | | | 300 | |
| Transaction costs | 1,387 | | | — | | | 55 | | | 335 | | | — | | | — | | | | | 1,777 | |
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| Loss on disposal of assets | — | | | — | | | 68 | | | — | | | 48 | | | — | | | | | 116 | |
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| Legal, advisory and settlement costs | 9 | | | — | | | (60) | | | 45 | | | — | | | — | | | | | (6) | |
| Severance and executive recruiting costs | 50 | | | 77 | | | 19 | | | 8 | | | 1 | | | — | | | | | 155 | |
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| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 490 | | | — | | | 21 | | | — | | | | | 511 | |
| Other (gain) loss | (31) | | | 87 | | | 13 | | | — | | | — | | | — | | | | | 69 | |
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| Adjusted EBITDA | 18,476 | | | 5,967 | | | 14,945 | | | 5,103 | | | (2,095) | | | 5,342 | | | | | 47,738 | |
| Interest expense | — | | | — | | | (861) | | | (537) | | | — | | | (1,884) | | | | | (3,282) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 487 | | | | | 487 | |
| Adjusted income tax (expense) benefit | (3,726) | | | (1,584) | | | (2,684) | | | (413) | | | — | | | (855) | | | | | (9,262) | |
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| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 14,750 | | | $ | 4,383 | | | $ | 11,400 | | | $ | 4,153 | | | $ | (2,095) | | | $ | 3,090 | | | | | $ | 35,681 | |
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| INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | 2.42 | | | $ | (1.30) | | | $ | 1.69 | | | $ | 0.64 | | | $ | (0.73) | | | $ | 0.80 | | | | | $ | 3.52 | |
| Weighted average common shares outstanding - diluted | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | | | 2,960 | | | | | 2,960 | |
| ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 1.91 | | | $ | 0.57 | | | $ | 1.47 | | | $ | 0.54 | | | $ | (0.27) | | | $ | 0.40 | | | | | $ | 4.62 | |
| Weighted average diluted shares | 7,729 | | | 7,729 | | | 7,729 | | | 7,729 | | | 7,729 | | | 7,729 | | | | | 7,729 | |
(1) Represents Pure Wellness, Lismore Capital and Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in thousands)
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| 2023 | | 2023 | | 2023 | | 2022 | | September 30, 2023 |
| | 3rd Quarter | | 2nd Quarter | | 1st Quarter | | 4th Quarter | | TTM |
| Net income (loss) | $ | (3,070) | | | $ | 1,501 | | | $ | 1,176 | | | $ | (1,978) | | | $ | (2,371) | |
| Net (income) loss from consolidated entities attributable to noncontrolling interests | 190 | | | 214 | | | 288 | | | 341 | | | 1,033 | |
| Net (income) loss attributable to redeemable noncontrolling interests | (111) | | | (133) | | | (155) | | | (158) | | | (557) | |
| Net income (loss) attributable to the company | (2,991) | | | 1,582 | | | 1,309 | | | (1,795) | | | (1,895) | |
| Interest expense | 3,657 | | | 3,422 | | | 2,835 | | | 3,214 | | | 13,128 | |
| Amortization of loan costs | 268 | | | 264 | | | 241 | | | 237 | | | 1,010 | |
| Depreciation and amortization | 8,998 | | | 8,692 | | | 8,532 | | | 9,276 | | | 35,498 | |
| Income tax expense (benefit) | (205) | | | 1,227 | | | 620 | | | 2,559 | | | 4,201 | |
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| Net income (loss) attributable to unitholders redeemable noncontrolling interests | 111 | | | 133 | | | 155 | | | 158 | | | 557 | |
| EBITDA | 9,838 | | | 15,320 | | | 13,692 | | | 13,649 | | | 52,499 | |
| Deferred compensation plans | (689) | | | (570) | | | (220) | | | 90 | | | (1,389) | |
| Stock/unit-based compensation | 465 | | | 992 | | | 487 | | | 454 | | | 2,398 | |
| Change in contingent consideration fair value | 130 | | | (480) | | | 780 | | | 350 | | | 780 | |
| Transaction costs | 685 | | | 419 | | | 203 | | | 113 | | | 1,420 | |
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| Loss on disposal of assets | 13 | | | 2 | | | 1,017 | | | 2,230 | | | 3,262 | |
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| Reimbursed software costs, net | — | | | — | | | (74) | | | (74) | | | (148) | |
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| Legal, advisory and settlement costs | 117 | | | 635 | | | 291 | | | 135 | | | 1,178 | |
| Severance and executive recruiting costs | 785 | | | 1,133 | | | 1,143 | | | 1,009 | | | 4,070 | |
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| Amortization of hotel signing fees and lock subsidies | 334 | | | 305 | | | 240 | | | 85 | | | 964 | |
| Other (gain) loss | 89 | | | 72 | | | 53 | | | 1,320 | | | 1,534 | |
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| Adjusted EBITDA | $ | 11,767 | | | $ | 17,828 | | | $ | 17,612 | | | $ | 19,361 | | | $ | 66,568 | |
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| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true only for a security having no trading symbol.
| Name: |
dei_NoTradingSymbolFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:trueItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
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| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
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|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=ainc_PreferredStockPurchaseRightMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
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