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| NEWS RELEASE |
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| Contact: | | Deric Eubanks | | Jordan Jennings | | Joe Calabrese |
| | Chief Financial Officer | | Investor Relations | | Financial Relations Board |
| | (972) 490-9600 | | (972) 778-9487 | | (212) 827-3772 |
ASHFORD REPORTS FOURTH QUARTER AND YEAR END 2020 RESULTS
Gross Assets Under Management $7.2 Billion at Quarter End
OpenKey Continues to See Significant Increase in Demand for its Digital Key Product
Ashford Trust Closes on Strategic Financing of up to $450 Million
DALLAS, February 25, 2021 - Ashford Inc. (NYSE American: AINC) (“Ashford” or the “Company”) today reported the following results and performance measures for the fourth quarter and year ended December 31, 2020. Unless otherwise stated, all reported results compare the fourth quarter and year ended December 31, 2020, with the fourth quarter and year ended December 31, 2019 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.
STRATEGIC OVERVIEW
•High-growth, fee-based business model
•Diversified platform of multiple fee generators
•Seeks to grow in two primary areas:
◦Grow our existing REIT platforms accretively and create new platforms; and
◦Grow our service businesses via increased AUM and third-party business
•Highly-aligned management team with superior long-term track record
•Leader in asset and investment management for the real estate & hospitality sectors
FINANCIAL AND OPERATING HIGHLIGHTS
•Net loss attributable to common stockholders for the fourth quarter of 2020 totaled $22.3 million, or $9.46 per diluted share.
•Total revenue for the fourth quarter of 2020 was $62.1 million.
•Adjusted EBITDA for the fourth quarter was $7.1 million.
•At the end of the fourth quarter of 2020, the Company had approximately $7.2 billion of gross assets under management.
•As of December 31, 2020, the Company had corporate cash of approximately $43.3 million.
OPENKEY UPDATE
Ashford currently owns a 49% interest in OpenKey. OpenKey is the universal, industry-standard smartphone App for keyless entry in hotel guestrooms. OpenKey continues to expand its platform with 225 hotels under contract at the end of the fourth quarter. As the hospitality industry strives to implement measures to provide a clean and safe environment for guests, the Company expects that the digital benefits OpenKey offers, such as automated check-in (bypassing the front desk), keyless entry, and secure digital
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February 25, 2021
key capability, will continue to gain accelerated adoption and growth at hotels nationwide. OpenKey continues to see the benefits of this growth as utilization of digital keys increased more than 358% in the fourth quarter over the prior-year quarter. Total revenue for OpenKey in the fourth quarter increased approximately 44% over the prior-year quarter, despite several properties being closed and travel restrictions being in place.
ASHFORD SECURITIES UPDATE
The Company formed Ashford Securities to raise capital as a dedicated capital raising platform to fund investment opportunities sponsored and asset-managed by Ashford. Types of capital raised may include, but are not limited to, non-traded preferred equity, non-traded convertible preferred equity, and non-traded REIT common equity (for future platforms). In the fourth quarter of 2019, Braemar announced that it had filed a registration statement for a non-traded preferred equity security via Ashford Securities. Additionally, Ashford Securities became a FINRA member firm in February 2020 and anticipates raising capital sometime during 2021. Longer term, the Company believes there is a substantial opportunity to offer differentiated alternative investment products through financial intermediaries to help investors further diversify their portfolios. Ashford Securities is not raising common equity for the Company nor for its existing advised platforms of Ashford Trust and Braemar.
REMINGTON’S HOTEL MANAGEMENT BUSINESS UPDATE
Remington’s high-margin, low-capex Hotel Management business continues to pursue third-party growth. Since beginning its effort to pursue third-party business, which started in the fourth quarter of 2019, Remington has signed six third-party hotel management contracts. In the fourth quarter, Remington generated hotel management fee revenue of $3.5 million, Net Loss Attributable to the Company of $85,000, and Adjusted EBITDA of $1.6 million.
LISMORE CAPITAL UPDATE
During the first quarter of 2020, Ashford Trust and Braemar entered into agreements with Lismore Capital (“Lismore”) for Lismore to seek modifications, forbearances or refinancings of Ashford’s advised REITs’ debt totaling approximately $5.1 billion across over 40 different loans. This was a critical effort in maintaining the advised REITs’ viability during the pandemic. Lismore has been successful in obtaining forbearance and other agreements with the lenders for the advised REITs’ loans totaling approximately 96% of their outstanding loan balances. Total revenue of $2.9 million was recognized during the fourth quarter associated with these agreements.
PREMIER PROJECT MANAGEMENT UPDATE
Premier Project Management (“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 or ground-up development projects. Its operations are responsible for managing and implementing substantially all capital improvements at Ashford Trust and Braemar hotels. Additionally, it has extensive experience working with many of the major hotel brands in the areas of renovating, converting, developing or repositioning hotels. Similar to Remington, Premier has also made a concerted effort to grow its third-party business. Since the beginning of that effort, the company has signed 13 third-party deals for project management services. In the fourth quarter, Premier generated $1.2 million of project management fee revenue, Net Loss Attributable to the Company of $1.5 million, and $(211,000) of Adjusted EBITDA.
JSAV UPDATE
During the quarter, the Company purchased the remaining equity interest in JSAV that it did not previously own for approximately $150,000. JSAV provides an integrated suite of audio visual services, including show and event services, hospitality services, creative services, and design and integration,
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February 25, 2021
making JSAV a leading single-source solution for its clients’ meeting and event needs. During the fourth quarter of 2020, JSAV had revenue of $4.1 million, Net Loss Attributable to the Company of $11.4 million, and Adjusted EBITDA of $(2.1) million.
RED HOSPITALITY & LEISURE UPDATE
RED Hospitality & Leisure (“RED Hospitality”) is a leading provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands (“USVI”) and Florida. RED Hospitality currently provides beach, watersports and excursion services, and ferry services in the USVI and Key West, Florida. RED Hospitality has several potential avenues for future growth including opportunities to expand into other hotels at Ashford-advised REITs or non-Ashford hotels in the USVI, elsewhere in the Caribbean, and in the U.S.
PURE ROOMS UPDATE
The Company currently owns a 70% controlling interest in Pure Wellness (“Pure”), a leading provider of hypo-allergenic hotel rooms in the United States. Its Pure Rooms offering utilizes state-of-the-art purification technology to create allergy-friendly guestrooms. Pure currently has contracts in place with 197 hotels (approximately 2,800 rooms) throughout the U.S., including 106 hotels owned by Ashford’s advised REIT platforms.
As the hospitality industry strives to implement measures to provide a clean and safe environment for guests, the Company expects that the health and wellness benefits Pure offers - including its air purification technology - will gain accelerated adoption and growth at hotels nationwide. Pure transforms interior spaces into world-class wellness environments that protect against viral and bacterial contaminants and promote overall wellbeing.
FINANCIAL RESULTS
Net loss attributable to common stockholders for the quarter totaled $22.3 million, or $9.46 per diluted share. Adjusted net income for the quarter was $3.0 million, or $0.43 per diluted share.
For the quarter ended December 31, 2020, base advisory fee revenue was $11.0 million. The base advisory fee revenue in the fourth quarter was comprised of $8.6 million from Ashford Trust and $2.4 million from Braemar.
Adjusted EBITDA for the quarter was $7.1 million.
CAPITAL STRUCTURE
At the end of the fourth quarter of 2020, the Company had approximately $7.2 billion of gross assets under management from its advised platforms. The Company had corporate cash of $43.3 million and 7.0 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 $63.2 million of loans at December 31, 2020, of which approximately $1.5 million related to its joint venture partners’ share of those loans.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
•Subsequent to the end of the quarter, Ashford Trust closed on a $450 million strategic corporate financing and drew down $200 million at closing.
•Ashford Trust has signed forbearance or other agreements with lenders on approximately 98% of its current property-level debt.
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February 25, 2021
•Subsequent to the end of the quarter, Ashford Trust sold the Le Meridien Minneapolis for approximately $7.3 million in net proceeds.
•During the fourth quarter and subsequent to the end of the quarter, Ashford Trust raised approximately $35.1 million from the sale of shares of its common stock.
•During the quarter and subsequent to the end of the quarter, Ashford Trust exchanged approximately 9.2 million shares of its preferred stock, representing approximately 41% of the share count prior to the registered exchange offer, into approximately 51.5 million shares of common stock.
BRAEMAR HOTELS & RESORTS HIGHLIGHTS
•During the quarter, Braemar opened The Clancy, an Autograph Collection property, in downtown San Francisco after a multi-million-dollar conversion of its Courtyard Downtown San Francisco.
•All of Braemar’s hotels are currently open and operating, and the company is not in default on any of its loans.
•During the quarter and subsequent to the end of the quarter, Braemar raised approximately $18.2 million from the sale of shares of its common stock.
“While the overall U.S. economy continues to be impacted by the COVID-19 public health crisis, we are encouraged by the progress regarding vaccine rollouts and remain confident that the Ashford group of companies are well-positioned to capitalize on the upcoming recovery in the hospitality industry,” commented Jeremy J. Welter, Ashford’s President and Chief Operating Officer. “We have an unwavering commitment to protect value for our shareholders and believe the proactive and disciplined actions we have undertaken reflect that commitment. Looking ahead to 2021, with our talented and dedicated management team, along with our long-term strategy on finding growth opportunities in our business, I am confident we will navigate through this difficult time.”
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company will conduct a conference call on Friday, February 26, 2021, at 12:00 p.m. ET. The number to call for this interactive teleconference is (201) 493-6725. A replay of the conference call will be available through Friday, March 5, 2021, by dialing (412) 317-6671 and entering the confirmation number, 13714380.
The Company will also provide an online simulcast and rebroadcast of its fourth quarter 2020 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 February 26, 2021, 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
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February 25, 2021
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.
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 provides global asset management, investment management and related services to the real estate and hospitality sectors.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”
Forward-Looking Statements
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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: the impact of COVID-19, and the rate of adoption and efficacy of vaccines to prevent COVID-19, on our business and investment strategy; our ability to continue as a going concern; the timing and outcome of the Securities and Exchange Commission’s investigation; our ability to regain 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) | | | | | | | | | | | |
| December 31, 2020 | | December 31, 2019 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 45,270 | | | $ | 35,349 | |
| Restricted cash | 37,396 | | | 17,900 | |
| Restricted investment | 290 | | | 1,195 | |
| | | |
| Accounts receivable, net | 3,458 | | | 7,241 | |
| Due from affiliates | 353 | | | 357 | |
| Due from Ashford Trust | 13,198 | | | 4,805 | |
| Due from Braemar | 2,142 | | | 1,591 | |
| | | |
| Inventories | 1,546 | | | 1,642 | |
| Prepaid expenses and other | 7,629 | | | 7,212 | |
| | | |
| Total current assets | 111,282 | | | 77,292 | |
| Investments in unconsolidated entities | 3,687 | | | 3,476 | |
| Property and equipment, net | 88,760 | | | 116,190 | |
| Operating lease right-of-use assets | 30,431 | | | 31,699 | |
| | | |
| Goodwill | 56,622 | | | 205,606 | |
| Intangible assets, net | 271,432 | | | 347,961 | |
| Other assets | 3,225 | | | 276 | |
| Total assets | $ | 565,439 | | | $ | 782,500 | |
| LIABILITIES | | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | $ | 41,483 | | | $ | 39,160 | |
| Dividends payable | 16,280 | | | 4,725 | |
| Due to affiliates | 1,471 | | | 1,011 | |
| | | |
| | | |
| | | |
| Deferred income | 12,738 | | | 233 | |
| Deferred compensation plan | 29 | | | 35 | |
| Notes payable, net | 5,347 | | | 3,550 | |
| Finance lease liabilities | 564 | | | 572 | |
| Operating lease liabilities | 3,691 | | | 3,207 | |
| Other liabilities | 29,905 | | | 19,066 | |
| Total current liabilities | 111,508 | | | 71,559 | |
| | | |
| Deferred income | 8,621 | | | 13,047 | |
| Deferred tax liability, net | 37,904 | | | 69,521 | |
| Deferred compensation plan | 1,678 | | | 4,694 | |
| Notes payable, net | 57,349 | | | 33,033 | |
| Finance lease liabilities | 42,315 | | | 41,482 | |
| Operating lease liabilities | 26,881 | | | 28,519 | |
| Other liabilities | — | | | 430 | |
| Total liabilities | 286,256 | | | 262,285 | |
| | | |
| MEZZANINE EQUITY | | | |
| Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding, net of discount, as of December 31, 2020 and December 31, 2019 | 476,947 | | | 474,060 | |
| Redeemable noncontrolling interests | 1,834 | | | 4,131 | |
| EQUITY (DEFICIT) | | | |
| | | |
| | | |
| Common stock, 100,000,000 shares authorized, $0.001 par value, 2,868,288 and 2,202,580 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 3 | | | 2 | |
| Additional paid-in capital | 293,597 | | | 285,825 | |
| Accumulated deficit | (491,483) | | | (244,084) | |
| Accumulated other comprehensive income (loss) | (1,156) | | | (216) | |
| Treasury stock, at cost, 32,031 and 1,638 shares at December 31, 2020 and December 31, 2019, respectively | (438) | | | (131) | |
| Total equity (deficit) of the Company | (199,477) | | | 41,396 | |
| Noncontrolling interests in consolidated entities | (121) | | | 628 | |
| Total equity (deficit) | (199,598) | | | 42,024 | |
| Total liabilities and equity (deficit) | $ | 565,439 | | | $ | 782,500 | |
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Three Months Ended | | Year Ended |
| December 31, | | December 31, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| REVENUE | | | | | | | |
| Advisory services: | | | | | | | |
| Base advisory fees | $ | 11,018 | | | $ | 10,603 | | | $ | 44,725 | | | $ | 42,985 | |
| Incentive advisory fees | — | | | 169 | | | — | | | 678 | |
| | | | | | | |
| | | | | | | |
| Other advisory revenue | 131 | | | 132 | | | 522 | | | 521 | |
| Hotel management: | | | | | | | |
| Base management fees | 3,534 | | | 4,054 | | | 17,126 | | | 4,054 | |
| Incentive management fees | — | | | 472 | | | — | | | 472 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Project management fees | 1,156 | | | 6,052 | | | 8,936 | | | 25,584 | |
| | | | | | | |
| Audio visual | 4,123 | | | 27,077 | | | 37,881 | | | 110,609 | |
| Other | 7,352 | | | 6,459 | | | 25,602 | | | 21,179 | |
| Cost reimbursement revenue | 34,806 | | | 52,557 | | | 162,636 | | | 85,168 | |
| Total revenues | 62,120 | | | 107,575 | | | 297,428 | | | 291,250 | |
| EXPENSES | | | | | | | |
| Salaries and benefits | 11,949 | | | 16,779 | | | 52,036 | | | 51,251 | |
| Non-cash equity-based compensation | 1,475 | | | 1,925 | | | 5,563 | | | 8,874 | |
| Cost of revenues for project management | 489 | | | 1,487 | | | 3,521 | | | 5,853 | |
| Cost of revenues for audio visual | 4,384 | | | 20,837 | | | 30,256 | | | 82,237 | |
| Depreciation and amortization | 9,785 | | | 7,871 | | | 39,957 | | | 24,542 | |
| General and administrative | 4,227 | | | 11,396 | | | 19,923 | | | 33,018 | |
| Impairment | 10,624 | | | — | | | 188,837 | | | — | |
| Other | 3,953 | | | 2,736 | | | 18,687 | | | 12,062 | |
| Reimbursed expenses | 34,940 | | | 52,458 | | | 162,578 | | | 84,643 | |
| Total operating expenses | 81,826 | | | 115,489 | | | 521,358 | | | 302,480 | |
| OPERATING INCOME (LOSS) | (19,706) | | | (7,914) | | | (223,930) | | | (11,230) | |
| | | | | | | |
| | | | | | | |
| Equity in earnings (loss) of unconsolidated entities | (89) | | | (177) | | | 212 | | | (286) | |
| Interest expense | (1,708) | | | (861) | | | (5,389) | | | (2,059) | |
| Amortization of loan costs | (76) | | | (94) | | | (318) | | | (308) | |
| Interest income | 3 | | | 17 | | | 32 | | | 46 | |
| | | | | | | |
| | | | | | | |
| Realized gain (loss) on investments | — | | | — | | | (386) | | | — | |
| Other income (expense) | 235 | | | 118 | | | (264) | | | 3 | |
| INCOME (LOSS) BEFORE INCOME TAXES | (21,341) | | | (8,911) | | | (230,043) | | | (13,834) | |
| Income tax (expense) benefit | 6,851 | | | (111) | | | 14,255 | | | (1,540) | |
| NET INCOME (LOSS) | (14,490) | | | (9,022) | | | (215,788) | | | (15,374) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | 421 | | | 141 | | | 1,178 | | | 536 | |
| Net (income) loss attributable to redeemable noncontrolling interests | 557 | | | 360 | | | 2,245 | | | 983 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (13,512) | | | (8,521) | | | (212,365) | | | (13,855) | |
| Preferred dividends, declared and undeclared | (8,295) | | | (5,944) | | | (32,095) | | | (14,435) | |
| Amortization of preferred stock discount | (501) | | | (590) | | | (2,887) | | | (1,928) | |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (22,308) | | | $ | (15,055) | | | $ | (247,347) | | | $ | (30,218) | |
| | | | | | | |
| INCOME (LOSS) PER SHARE - BASIC AND DILUTED | | | | | | | |
| Basic: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | (9.46) | | | $ | (6.31) | | | $ | (108.30) | | | $ | (12.03) | |
| Weighted average common shares outstanding - basic | 2,359 | | | 2,202 | | | 2,284 | | | 2,416 | |
| Diluted: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | (9.46) | | | $ | (6.31) | | | $ | (108.30) | | | $ | (13.55) | |
| Weighted average common shares outstanding - diluted | 2,359 | | | 2,206 | | | 2,284 | | | 2,568 | |
| | | | | | | |
| | | | | | | |
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | Three Months Ended | | Year Ended |
| December 31, | | December 31, |
| | 2020 | | 2019 | | 2020 | | 2019 |
| Net income (loss) | $ | (14,490) | | | $ | (9,022) | | | $ | (215,788) | | | $ | (15,374) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | 421 | | | 141 | | | 1,178 | | | 536 | |
| Net (income) loss attributable to redeemable noncontrolling interests | 557 | | | 360 | | | 2,245 | | | 983 | |
| Net income (loss) attributable to the company | (13,512) | | | (8,521) | | | (212,365) | | | (13,855) | |
| Interest expense | 1,642 | | | 811 | | | 5,179 | | | 1,861 | |
| Amortization of loan costs | 77 | | | 80 | | | 312 | | | 277 | |
| Depreciation and amortization | 10,899 | | | 9,257 | | | 44,055 | | | 30,047 | |
| Income tax expense (benefit) | (6,851) | | | 75 | | | (14,255) | | | 1,435 | |
| | | | | | | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | (36) | | | (29) | | | (432) | | | (54) | |
| EBITDA | (7,781) | | | 1,673 | | | (177,506) | | | 19,711 | |
| Non-cash stock-based compensation | 1,674 | | | 1,894 | | | 6,436 | | | 8,824 | |
| Market change in deferred compensation plan | 554 | | | (129) | | | (3,012) | | | (5,732) | |
| Change in contingent consideration fair value | (298) | | | (171) | | | 447 | | | 4,058 | |
| Transaction costs | 272 | | | 5,161 | | | 1,049 | | | 11,340 | |
| | | | | | | |
| Loss on disposal of assets | 1,789 | | | — | | | 8,330 | | | — | |
| | | | | | | |
| Reimbursed software costs, net | (116) | | | (424) | | | (409) | | | (2,015) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Legal, advisory and settlement costs | (61) | | | — | | | 922 | | | — | |
| Severance and executive recruiting costs | 518 | | | 474 | | | 3,934 | | | 1,186 | |
| Compensation adjustment | — | | | 115 | | | — | | | — | |
| Amortization of hotel signing fees and lock subsidies | 150 | | | 352 | | | 539 | | | 810 | |
| Other (gain) loss | (194) | | | (43) | | | 175 | | | (116) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Impairment | 10,613 | | | — | | | 188,563 | | | — | |
| | | | | | | |
| Adjusted EBITDA | $ | 7,120 | | | $ | 8,902 | | | $ | 29,468 | | | $ | 38,066 | |
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Year Ended |
| December 31, | | December 31, |
| 2020 | | 2019 | | 2020 | | 2019 |
| Net income (loss) | $ | (14,490) | | | $ | (9,022) | | | $ | (215,788) | | | $ | (15,374) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | 421 | | | 141 | | | 1,178 | | | 536 | |
| Net (income) loss attributable to redeemable noncontrolling interests | 557 | | | 360 | | | 2,245 | | | 983 | |
| Preferred dividends, declared and undeclared | (8,295) | | | (5,944) | | | (32,095) | | | (14,435) | |
| Amortization of preferred stock discount | (501) | | | (590) | | | (2,887) | | | (1,928) | |
| Net income (loss) attributable to common stockholders | (22,308) | | | (15,055) | | | (247,347) | | | (30,218) | |
| Amortization of loan costs | 77 | | | 80 | | | 312 | | | 277 | |
| Depreciation and amortization | 10,899 | | | 9,257 | | | 44,055 | | | 30,047 | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | (36) | | | (29) | | | (432) | | | (54) | |
| Preferred dividends, declared and undeclared | 8,295 | | | 5,944 | | | 32,095 | | | 14,435 | |
| Amortization of preferred stock discount | 501 | | | 590 | | | 2,887 | | | 1,928 | |
| Non-cash stock-based compensation | 1,674 | | | 1,894 | | | 6,436 | | | 8,824 | |
| | | | | | | |
| Market change in deferred compensation plan | 554 | | | (129) | | | (3,012) | | | (5,732) | |
| Change in contingent consideration fair value | (298) | | | (171) | | | 447 | | | 4,058 | |
| Transaction costs | 272 | | | 5,161 | | | 1,049 | | | 11,340 | |
| | | | | | | |
| Loss on disposal of assets | 1,789 | | | — | | | 8,330 | | | — | |
| Non-cash interest from finance lease | 152 | | | 53 | | | 613 | | | 53 | |
| | | | | | | |
| Reimbursed software costs, net | (116) | | | (424) | | | (409) | | | (2,015) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Legal, advisory and settlement costs | (61) | | | — | | | 922 | | | — | |
| | | | | | | |
| Severance and executive recruiting costs | 518 | | | 474 | | | 3,934 | | | 1,186 | |
| Compensation adjustment | — | | | 115 | | | — | | | — | |
| Amortization of hotel signing fees and lock subsidies | 150 | | | 352 | | | 539 | | | 810 | |
| Other (gain) loss | (194) | | | (43) | | | 175 | | | (116) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Impairment | 10,613 | | | — | | | 188,563 | | | — | |
| GAAP income tax expense (benefit) | (6,851) | | | 75 | | | (14,255) | | | 1,435 | |
Adjusted income tax (expense) benefit (1) | (2,641) | | | (944) | | | (8,593) | | | (3,365) | |
| Adjusted net income available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis | $ | 2,989 | | | $ | 7,200 | | | $ | 16,309 | | | $ | 32,893 | |
| Adjusted net income per diluted share available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis | $ | 0.43 | | | $ | 1.27 | | | $ | 2.29 | | | $ | 7.07 | |
| Weighted average diluted shares | 6,964 | | | 5,667 | | | 7,126 | | | 4,651 | |
| | | | | | | |
| Components of weighted average diluted shares | | | | | | | |
| Common shares | 2,359 | | | 2,202 | | | 2,284 | | | 2,416 | |
| Convertible preferred stock | 4,171 | | | 2,999 | | | 4,111 | | | 1,837 | |
| Deferred compensation plan | 199 | | | 201 | | | 200 | | | 202 | |
| Stock options | — | | | — | | | — | | | 22 | |
| Put options | 217 | | | 173 | | | 355 | | | 129 | |
| Acquisition related shares | — | | | 76 | | | 149 | | | 30 | |
| Restricted shares and units | 18 | | | 16 | | | 27 | | | 15 | |
| | | | | | | |
| Weighted average diluted shares | 6,964 | | | 5,667 | | | 7,126 | | | 4,651 | |
| | | | | | | |
| Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit | | | | | | | |
| GAAP income tax (expense) benefit | $ | 6,851 | | | $ | (111) | | | $ | 14,255 | | | $ | (1,540) | |
| Less GAAP income tax (expense) benefit attributable to noncontrolling interests | — | | | (36) | | | — | | | (105) | |
| GAAP income tax (expense) benefit excluding noncontrolling interests | 6,851 | | | (75) | | | 14,255 | | | (1,435) | |
| Less deferred income tax (expense) benefit | 9,492 | | | 869 | | | 22,410 | | | 1,930 | |
| Less cash income tax benefit from CARES Act | — | | | — | | | 438 | | | — | |
| | | | | | | |
Adjusted income tax (expense) benefit (1) | $ | (2,641) | | | $ | (944) | | | $ | (8,593) | | | $ | (3,365) | |
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(1) Income tax expense (benefit) is adjusted to exclude the effects of deferred income tax expense (benefit) and cash income tax benefits from the CARES Act because current income tax expense (benefit) (i) provides a more accurate period-over-period comparison of the ongoing operating performance of our advisory and hospitality products and services businesses, and (ii) provides more useful information to investors regarding our economic performance. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019.
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT
(unaudited, in thousands, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2020 | | Three Months Ended December 31, 2019 |
| REIT Advisory | | Hospitality Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | REIT Advisory | | Hospitality Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
| REVENUE | | | | | | | | | | | | | | | |
| Advisory services: | | | | | | | | | | | | | | | |
| Base advisory fees - Trust | $ | 8,617 | | | $ | — | | | $ | — | | | $ | 8,617 | | | $ | 8,023 | | | $ | — | | | $ | — | | | $ | 8,023 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Base advisory fees - Braemar | 2,401 | | | — | | | — | | | 2,401 | | | 2,580 | | | — | | | — | | | 2,580 | |
| Incentive advisory fees - Braemar | — | | | — | | | — | | | — | | | 169 | | | — | | | — | | | 169 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other advisory revenue - Braemar | 131 | | | — | | | — | | | 131 | | | 132 | | | — | | | — | | | 132 | |
| Hotel Management: | | | | | | | | | | | | | | | |
| Base management fees | — | | | 3,534 | | | — | | | 3,534 | | | — | | | 4,054 | | | — | | | 4,054 | |
| Incentive management fees | — | | | — | | | — | | | — | | | — | | | 472 | | | — | | | 472 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Project management fees | — | | | 1,156 | | | — | | | 1,156 | | | — | | | 6,052 | | | — | | | 6,052 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Audio visual | — | | | 4,123 | | | — | | | 4,123 | | | — | | | 27,077 | | | — | | | 27,077 | |
| Other | 42 | | | 7,311 | | | (1) | | | 7,352 | | | 1,113 | | | 5,346 | | | — | | | 6,459 | |
| Cost reimbursement revenue | 5,682 | | | 28,699 | | | 425 | | | 34,806 | | | 8,046 | | | 43,918 | | | 593 | | | 52,557 | |
| Total revenues | 16,873 | | | 44,823 | | | 424 | | | 62,120 | | | 20,063 | | | 86,919 | | | 593 | | | 107,575 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | — | | | 5,913 | | | 5,482 | | | 11,395 | | | — | | | 8,266 | | | 8,642 | | | 16,908 | |
| Market change in deferred compensation plan | — | | | — | | | 554 | | | 554 | | | — | | | — | | | (129) | | | (129) | |
| Non-cash equity-based compensation | — | | | 94 | | | 1,381 | | | 1,475 | | | — | | | 110 | | | 1,815 | | | 1,925 | |
| | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | 4,384 | | | — | | | 4,384 | | | — | | | 20,837 | | | — | | | 20,837 | |
| Cost of project management revenues | — | | | 489 | | | — | | | 489 | | | — | | | 1,487 | | | — | | | 1,487 | |
| | | | | | | | | | | | | | | |
| Depreciation and amortization | 2,127 | | | 7,579 | | | 79 | | | 9,785 | | | 2,467 | | | 5,351 | | | 53 | | | 7,871 | |
| General and administrative | — | | | 3,198 | | | 1,029 | | | 4,227 | | | — | | | 4,755 | | | 6,641 | | | 11,396 | |
| Impairment | — | | | 10,624 | | | — | | | 10,624 | | | — | | | — | | | — | | | — | |
| Other | 1,605 | | | 2,348 | | | — | | | 3,953 | | | — | | | 2,736 | | | — | | | 2,736 | |
| Reimbursed expenses | 1,924 | | | 28,554 | | | 425 | | | 30,903 | | | 1,392 | | | 43,713 | | | 593 | | | 45,698 | |
| REIT non-cash equity-based compensation | 3,892 | | | 145 | | | — | | | 4,037 | | | 6,555 | | | 205 | | | — | | | 6,760 | |
| Total operating expenses | 9,548 | | | 63,328 | | | 8,950 | | | 81,826 | | | 10,414 | | | 87,460 | | | 17,615 | | | 115,489 | |
| OPERATING INCOME (LOSS) | 7,325 | | | (18,505) | | | (8,526) | | | (19,706) | | | 9,649 | | | (541) | | | (17,022) | | | (7,914) | |
| Other | — | | | (1,260) | | | (375) | | | (1,635) | | | — | | | (836) | | | (161) | | | (997) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 7,325 | | | (19,765) | | | (8,901) | | | (21,341) | | | 9,649 | | | (1,377) | | | (17,183) | | | (8,911) | |
| Income tax (expense) benefit | (1,550) | | | 6,426 | | | 1,975 | | | 6,851 | | | (2,729) | | | (510) | | | 3,128 | | | (111) | |
| NET INCOME (LOSS) | 5,775 | | | (13,339) | | | (6,926) | | | (14,490) | | | 6,920 | | | (1,887) | | | (14,055) | | | (9,022) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | 421 | | | — | | | 421 | | | — | | | 141 | | | — | | | 141 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | 521 | | | 36 | | | 557 | | | — | | | 331 | | | 29 | | | 360 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 5,775 | | | $ | (12,397) | | | $ | (6,890) | | | $ | (13,512) | | | $ | 6,920 | | | $ | (1,415) | | | $ | (14,026) | | | $ | (8,521) | |
| Interest expense | — | | | 1,337 | | | 305 | | | 1,642 | | | — | | | 682 | | | 129 | | | 811 | |
| Amortization of loan costs | — | | | 7 | | | 70 | | | 77 | | | — | | | 32 | | | 48 | | | 80 | |
| Depreciation and amortization | 2,127 | | | 8,693 | | | 79 | | | 10,899 | | | 2,758 | | | 6,412 | | | 87 | | | 9,257 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 1,550 | | | (6,426) | | | (1,975) | | | (6,851) | | | 2,729 | | | 474 | | | (3,128) | | | 75 | |
| | | | | | | | | | | | | | | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | (36) | | | (36) | | | — | | | — | | | (29) | | | (29) | |
| EBITDA | 9,452 | | | (8,786) | | | (8,447) | | | (7,781) | | | 12,407 | | | 6,185 | | | (16,919) | | | 1,673 | |
| Non-cash stock-based compensation | — | | | 85 | | | 1,589 | | | 1,674 | | | — | | | 80 | | | 1,814 | | | 1,894 | |
| Market change in deferred compensation plan | — | | | — | | | 554 | | | 554 | | | — | | | — | | | (129) | | | (129) | |
| Change in contingent consideration fair value | — | | | (298) | | | — | | | (298) | | | — | | | (171) | | | — | | | (171) | |
| Transaction related costs | — | | | 14 | | | 258 | | | 272 | | | — | | | 93 | | | 5,068 | | | 5,161 | |
| | | | | | | | | | | | | | | |
| Loss on disposal of assets | 1,605 | | | 184 | | | — | | | 1,789 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| Reimbursed software costs, net | (116) | | | — | | | — | | | (116) | | | (424) | | | — | | | — | | | (424) | |
| | | | | | | | | | | | | | | |
| Legal, advisory and settlement costs | — | | | (11) | | | (50) | | | (61) | | | — | | | — | | | — | | | — | |
| Severance and executive recruiting costs | — | | | 64 | | | 454 | | | 518 | | | — | | | 474 | | | — | | | 474 | |
| Compensation adjustment | — | | | — | | | — | | | — | | | — | | | — | | | 115 | | | 115 | |
| Amortization of hotel signing fees and lock subsidies | — | | | 150 | | | — | | | 150 | | | — | | | 352 | | | — | | | 352 | |
| Other (gain) loss | — | | | (194) | | | — | | | (194) | | | — | | | (43) | | | — | | | (43) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Impairment | — | | | 10,613 | | | — | | | 10,613 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| Adjusted EBITDA | 10,941 | | | 1,821 | | | (5,642) | | | 7,120 | | | 11,983 | | | 6,970 | | | (10,051) | | | 8,902 | |
| Interest expense | — | | | (1,337) | | | (305) | | | (1,642) | | | — | | | (682) | | | (129) | | | (811) | |
| Non-cash interest from finance lease | — | | | 152 | | | — | | | 152 | | | — | | | 53 | | | — | | | 53 | |
| Adjusted income tax (expense) benefit | (2,883) | | | 121 | | | 121 | | | (2,641) | | | (3,802) | | | (1,507) | | | 4,365 | | | (944) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis | $ | 8,058 | | | $ | 757 | | | $ | (5,826) | | | $ | 2,989 | | | $ | 8,181 | | | $ | 4,834 | | | $ | (5,815) | | | $ | 7,200 | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis (1) | $ | 1.16 | | | $ | 0.11 | | | $ | (0.84) | | | $ | 0.43 | | | $ | 1.44 | | | $ | 0.85 | | | $ | (1.03) | | | $ | 1.27 | |
| Weighted average diluted shares | 6,964 | | | 6,964 | | | 6,964 | | | 6,964 | | | 5,667 | | | 5,667 | | | 5,667 | | | 5,667 | |
(1) The sum of the adjusted net income (loss) per diluted share available to common stockholders, as calculated for the segments, may differ from the consolidated total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT
(unaudited, in thousands, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2020 | | Year Ended December 31, 2019 |
| REIT Advisory | | Hospitality Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | REIT Advisory | | Hospitality Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
| REVENUE | | | | | | | | | | | | | | | |
| Advisory services: | | | | | | | | | | | | | | | |
| Base advisory fees - Trust | $ | 34,744 | | | $ | — | | | $ | — | | | $ | 34,744 | | | $ | 32,486 | | | $ | — | | | $ | — | | | $ | 32,486 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Base advisory fees - Braemar | 9,981 | | | — | | | — | | | 9,981 | | | 10,499 | | | — | | | — | | | 10,499 | |
| Incentive advisory fees - Braemar | — | | | — | | | — | | | — | | | 678 | | | — | | | — | | | 678 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other advisory revenue - Braemar | 522 | | | — | | | — | | | 522 | | | 521 | | | — | | | — | | | 521 | |
| Hotel Management: | | | | | | | | | | | | | | | |
| Base management fees | — | | | 17,126 | | | — | | | 17,126 | | | — | | | 4,054 | | | — | | | 4,054 | |
| Incentive management fees | — | | | — | | | — | | | — | | | — | | | 472 | | | — | | | 472 | |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
| Project management fees | — | | | 8,936 | | | — | | | 8,936 | | | — | | | 25,584 | | | — | | | 25,584 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Audio visual | — | | | 37,881 | | | — | | | 37,881 | | | — | | | 110,609 | | | — | | | 110,609 | |
| Other | 237 | | | 25,366 | | | (1) | | | 25,602 | | | 4,349 | | | 16,830 | | | — | | | 21,179 | |
| Cost reimbursement revenue | 24,685 | | | 135,215 | | | 2,736 | | | 162,636 | | | 36,168 | | | 47,757 | | | 1,243 | | | 85,168 | |
| Total revenues | 70,169 | | | 224,524 | | | 2,735 | | | 297,428 | | | 84,701 | | | 205,306 | | | 1,243 | | | 291,250 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | — | | | 26,546 | | | 28,502 | | | 55,048 | | | — | | | 24,674 | | | 32,309 | | | 56,983 | |
| Market change in deferred compensation plan | — | | | — | | | (3,012) | | | (3,012) | | | — | | | — | | | (5,732) | | | (5,732) | |
| Non-cash equity-based compensation | — | | | 123 | | | 5,440 | | | 5,563 | | | — | | | 233 | | | 8,641 | | | 8,874 | |
| | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | 30,256 | | | — | | | 30,256 | | | — | | | 82,237 | | | — | | | 82,237 | |
| Cost of project management revenues | — | | | 3,521 | | | — | | | 3,521 | | | — | | | 5,853 | | | — | | | 5,853 | |
| | | | | | | | | | | | | | | |
| Depreciation and amortization | 9,131 | | | 30,212 | | | 614 | | | 39,957 | | | 6,778 | | | 17,374 | | | 390 | | | 24,542 | |
| General and administrative | — | | | 14,014 | | | 5,909 | | | 19,923 | | | — | | | 16,597 | | | 16,421 | | | 33,018 | |
| Impairment | — | | | 188,837 | | | — | | | 188,837 | | | — | | | — | | | — | | | — | |
| Other | 8,035 | | | 10,597 | | | 55 | | | 18,687 | | | — | | | 12,062 | | | — | | | 12,062 | |
| Reimbursed expenses | 8,364 | | | 134,153 | | | 2,736 | | | 145,253 | | | 10,176 | | | 47,237 | | | 1,243 | | | 58,656 | |
| REIT non-cash equity-based compensation | 16,263 | | | 1,062 | | | — | | | 17,325 | | | 25,467 | | | 520 | | | — | | | 25,987 | |
| Total operating expenses | 41,793 | | | 439,321 | | | 40,244 | | | 521,358 | | | 42,421 | | | 206,787 | | | 53,272 | | | 302,480 | |
| OPERATING INCOME (LOSS) | 28,376 | | | (214,797) | | | (37,509) | | | (223,930) | | | 42,280 | | | (1,481) | | | (52,029) | | | (11,230) | |
| Other | — | | | (4,630) | | | (1,483) | | | (6,113) | | | — | | | (2,224) | | | (380) | | | (2,604) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 28,376 | | | (219,427) | | | (38,992) | | | (230,043) | | | 42,280 | | | (3,705) | | | (52,409) | | | (13,834) | |
| Income tax (expense) benefit | (8,066) | | | 10,228 | | | 12,093 | | | 14,255 | | | (9,861) | | | (1,980) | | | 10,301 | | | (1,540) | |
| NET INCOME (LOSS) | 20,310 | | | (209,199) | | | (26,899) | | | (215,788) | | | 32,419 | | | (5,685) | | | (42,108) | | | (15,374) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | 1,178 | | | — | | | 1,178 | | | — | | | 536 | | | — | | | 536 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | 1,813 | | | 432 | | | 2,245 | | | — | | | 929 | | | 54 | | | 983 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 20,310 | | | $ | (206,208) | | | $ | (26,467) | | | $ | (212,365) | | | $ | 32,419 | | | $ | (4,220) | | | $ | (42,054) | | | $ | (13,855) | |
| Interest expense | — | | | 4,071 | | | 1,108 | | | 5,179 | | | — | | | 1,627 | | | 234 | | | 1,861 | |
| Amortization of loan costs | — | | | 54 | | | 258 | | | 312 | | | — | | | 85 | | | 192 | | | 277 | |
| Depreciation and amortization | 9,131 | | | 34,310 | | | 614 | | | 44,055 | | | 8,233 | | | 21,389 | | | 425 | | | 30,047 | |
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| Income tax expense (benefit) | 8,066 | | | (10,228) | | | (12,093) | | | (14,255) | | | 9,861 | | | 1,875 | | | (10,301) | | | 1,435 | |
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| Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | (432) | | | (432) | | | — | | | — | | | (54) | | | (54) | |
| EBITDA | 37,507 | | | (178,001) | | | (37,012) | | | (177,506) | | | 50,513 | | | 20,756 | | | (51,558) | | | 19,711 | |
| Non-cash stock-based compensation | — | | | 431 | | | 6,005 | | | 6,436 | | | — | | | 184 | | | 8,640 | | | 8,824 | |
| Market change in deferred compensation plan | — | | | — | | | (3,012) | | | (3,012) | | | — | | | — | | | (5,732) | | | (5,732) | |
| Change in contingent consideration fair value | — | | | 447 | | | — | | | 447 | | | — | | | 4,058 | | | — | | | 4,058 | |
| Transaction related costs | — | | | 295 | | | 754 | | | 1,049 | | | — | | | 877 | | | 10,463 | | | 11,340 | |
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| Loss on disposal of assets | 8,035 | | | 295 | | | — | | | 8,330 | | | — | | | — | | | — | | | — | |
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| Reimbursed software costs, net | (409) | | | — | | | — | | | (409) | | | (2,015) | | | — | | | — | | | (2,015) | |
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| Legal, advisory and settlement costs | — | | | 4 | | | 918 | | | 922 | | | — | | | — | | | — | | | — | |
| Severance and executive recruiting costs | — | | | 2,223 | | | 1,711 | | | 3,934 | | | — | | | 1,177 | | | 9 | | | 1,186 | |
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| Amortization of hotel signing fees and lock subsidies | — | | | 539 | | | — | | | 539 | | | — | | | 810 | | | — | | | 810 | |
| Other (gain) loss | — | | | 30 | | | 145 | | | 175 | | | — | | | (116) | | | — | | | (116) | |
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| Impairment | — | | | 188,563 | | | — | | | 188,563 | | | — | | | — | | | — | | | — | |
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| Adjusted EBITDA | 45,133 | | | 14,826 | | | (30,491) | | | 29,468 | | | 48,498 | | | 27,746 | | | (38,178) | | | 38,066 | |
| Interest expense | — | | | (4,071) | | | (1,108) | | | (5,179) | | | — | | | (1,627) | | | (234) | | | (1,861) | |
| Non-cash interest from finance lease | — | | | 613 | | | — | | | 613 | | | — | | | 53 | | | — | | | 53 | |
| Adjusted income tax (expense) benefit | (12,956) | | | (2,405) | | | 6,768 | | | (8,593) | | | (7,643) | | | (5,372) | | | 9,650 | | | (3,365) | |
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| Adjusted net income (loss) available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis | $ | 32,177 | | | $ | 8,963 | | | $ | (24,831) | | | $ | 16,309 | | | $ | 40,855 | | | $ | 20,800 | | | $ | (28,762) | | | $ | 32,893 | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis (1) | $ | 4.52 | | | $ | 1.26 | | | $ | (3.48) | | | $ | 2.29 | | | $ | 8.78 | | | $ | 4.47 | | | $ | (6.18) | | | $ | 7.07 | |
| Weighted average diluted shares | 7,126 | | | 7,126 | | | 7,126 | | | 7,126 | | | 4,651 | | | 4,651 | | | 4,651 | | | 4,651 | |
(1) The sum of the adjusted net income (loss) per diluted share available to common stockholders, as calculated for the segments, may differ from the consolidated total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
HOSPITALITY PRODUCTS & SERVICES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts)
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| Three Months Ended December 31, 2020 | | Three Months Ended December 31, 2019 |
| Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services | | Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Hotel Management: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base management fees | $ | 3,534 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 3,534 | | | $ | 4,054 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 4,054 | |
| Incentive management fees | — | | | — | | | — | | | — | | | — | | | | | — | | | 472 | | | — | | | — | | | — | | | — | | | | | 472 | |
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| Project management fees | — | | | 1,156 | | | — | | | — | | | — | | | | | 1,156 | | | — | | | 6,052 | | | — | | | — | | | — | | | | | 6,052 | |
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| Audio visual | — | | | — | | | 4,123 | | | — | | | — | | | | | 4,123 | | | — | | | — | | | 27,077 | | | — | | | — | | | | | 27,077 | |
| Other | — | | | — | | | — | | | 324 | | | 6,987 | | | | | 7,311 | | | — | | | — | | | — | | | 223 | | | 5,123 | | | | | 5,346 | |
| Cost reimbursement revenue | 28,424 | | | 275 | | | — | | | — | | | — | | | | | 28,699 | | | 42,761 | | | 1,157 | | | — | | | — | | | — | | | | | 43,918 | |
| Total revenues | 31,958 | | | 1,431 | | | 4,123 | | | 324 | | | 6,987 | | | | | 44,823 | | | 47,287 | | | 7,209 | | | 27,077 | | | 223 | | | 5,123 | | | | | 86,919 | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | 1,637 | | | 553 | | | 2,417 | | | 657 | | | 649 | | | | | 5,913 | | | 2,267 | | | 1,147 | | | 3,685 | | | 402 | | | 765 | | | | | 8,266 | |
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| Non-cash equity-based compensation | 62 | | | 14 | | | 13 | | | 5 | | | — | | | | | 94 | | | 71 | | | 21 | | | 13 | | | 5 | | | — | | | | | 110 | |
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| Cost of audio visual revenues | — | | | — | | | 4,384 | | | — | | | — | | | | | 4,384 | | | — | | | — | | | 20,837 | | | — | | | — | | | | | 20,837 | |
| Cost of project management revenues | — | | | 489 | | | — | | | — | | | — | | | | | 489 | | | — | | | 1,487 | | | — | | | — | | | — | | | | | 1,487 | |
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| Depreciation and amortization | 3,518 | | | 3,157 | | | 482 | | | 4 | | | 418 | | | | | 7,579 | | | 2,459 | | | 2,081 | | | 524 | | | 6 | | | 281 | | | | | 5,351 | |
| General and administrative | 299 | | | 325 | | | 1,148 | | | 506 | | | 920 | | | | | 3,198 | | | 217 | | | 470 | | | 3,051 | | | 325 | | | 692 | | | | | 4,755 | |
| Impairment | — | | | — | | | 10,551 | | | — | | | 73 | | | | | 10,624 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| Other | — | | | — | | | (315) | | | 119 | | | 2,544 | | | | | 2,348 | | | — | | | — | | | (40) | | | 53 | | | 2,723 | | | | | 2,736 | |
| Reimbursed expenses | 28,315 | | | 239 | | | — | | | — | | | — | | | | | 28,554 | | | 42,655 | | | 1,058 | | | — | | | — | | | — | | | | | 43,713 | |
| REIT non-cash equity-based compensation | 109 | | | 36 | | | — | | | — | | | — | | | | | 145 | | | 106 | | | 99 | | | — | | | — | | | — | | | | | 205 | |
| Total operating expenses | 33,940 | | | 4,813 | | | 18,680 | | | 1,291 | | | 4,604 | | | | | 63,328 | | | 47,775 | | | 6,363 | | | 28,070 | | | 791 | | | 4,461 | | | | | 87,460 | |
| OPERATING INCOME (LOSS) | (1,982) | | | (3,382) | | | (14,557) | | | (967) | | | 2,383 | | | | | (18,505) | | | (488) | | | 846 | | | (993) | | | (568) | | | 662 | | | | | (541) | |
| Other | 1 | | | — | | | (366) | | | — | | | (895) | | | | | (1,260) | | | 2 | | | — | | | (123) | | | (14) | | | (701) | | | | | (836) | |
| INCOME (LOSS) BEFORE INCOME TAXES | (1,981) | | | (3,382) | | | (14,923) | | | (967) | | | 1,488 | | | | | (19,765) | | | (486) | | | 846 | | | (1,116) | | | (582) | | | (39) | | | | | (1,377) | |
| Income tax (expense) benefit | 1,896 | | | 1,916 | | | 3,207 | | | — | | | (593) | | | | | 6,426 | | | (140) | | | (489) | | | 141 | | | — | | | (22) | | | | | (510) | |
| NET INCOME (LOSS) | (85) | | | (1,466) | | | (11,716) | | | (967) | | | 895 | | | | | (13,339) | | | (626) | | | 357 | | | (975) | | | (582) | | | (61) | | | | | (1,887) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | 250 | | | 171 | | | | | 421 | | | — | | | — | | | — | | | 149 | | | (8) | | | | | 141 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | 278 | | | 243 | | | — | | | | | 521 | | | — | | | — | | | 176 | | | 155 | | | — | | | | | 331 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | (85) | | | $ | (1,466) | | | $ | (11,438) | | | $ | (474) | | | $ | 1,066 | | | | | $ | (12,397) | | | $ | (626) | | | $ | 357 | | | $ | (799) | | | $ | (278) | | | $ | (69) | | | | | $ | (1,415) | |
| Interest expense | — | | | — | | | 584 | | | — | | | 753 | | | | | 1,337 | | | — | | | — | | | 218 | | | — | | | 464 | | | | | 682 | |
| Amortization of loan costs | — | | | — | | | 13 | | | — | | | (6) | | | | | 7 | | | — | | | — | | | 12 | | | 7 | | | 13 | | | | | 32 | |
| Depreciation and amortization | 3,518 | | | 3,157 | | | 1,603 | | | 2 | | | 413 | | | | | 8,693 | | | 2,459 | | | 2,081 | | | 1,626 | | | 2 | | | 244 | | | | | 6,412 | |
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| Income tax expense (benefit) | (1,896) | | | (1,916) | | | (3,207) | | | — | | | 593 | | | | | (6,426) | | | 140 | | | 489 | | | (177) | | | — | | | 22 | | | | | 474 | |
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| EBITDA | 1,537 | | | (225) | | | (12,445) | | | (472) | | | 2,819 | | | | | (8,786) | | | 1,973 | | | 2,927 | | | 880 | | | (269) | | | 674 | | | | | 6,185 | |
| Non-cash stock-based compensation | 57 | | | 14 | | | 12 | | | 2 | | | — | | | | | 85 | | | 46 | | | 21 | | | 11 | | | 2 | | | — | | | | | 80 | |
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| Change in contingent consideration fair value | — | | | — | | | (298) | | | — | | | — | | | | | (298) | | | — | | | — | | | (43) | | | — | | | (128) | | | | | (171) | |
| Transaction related costs | 10 | | | — | | | — | | | — | | | 4 | | | | | 14 | | | 13 | | | — | | | 92 | | | — | | | (12) | | | | | 93 | |
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| Loss on disposal of assets | — | | | — | | | 184 | | | — | | | — | | | | | 184 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
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| Legal, advisory and settlement costs | — | | | — | | | (11) | | | — | | | — | | | | | (11) | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| Severance and executive recruiting costs | 29 | | | — | | | 1 | | | 34 | | | — | | | | | 64 | | | 429 | | | — | | | 45 | | | — | | | — | | | | | 474 | |
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| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 140 | | | 10 | | | — | | | | | 150 | | | — | | | — | | | 337 | | | 15 | | | — | | | | | 352 | |
| Other (gain) loss | — | | | — | | | (210) | | | 16 | | | — | | | | | (194) | | | — | | | — | | | (42) | | | — | | | (1) | | | | | (43) | |
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| Impairment | — | | | — | | | 10,552 | | | — | | | 61 | | | | | 10,613 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
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| Adjusted EBITDA | 1,633 | | | (211) | | | (2,075) | | | (410) | | | 2,884 | | | | | 1,821 | | | 2,461 | | | 2,948 | | | 1,280 | | | (252) | | | 533 | | | | | 6,970 | |
| Interest expense | — | | | — | | | (584) | | | — | | | (753) | | | | | (1,337) | | | — | | | — | | | (218) | | | — | | | (464) | | | | | (682) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | 152 | | | | | 152 | | | — | | | — | | | — | | | — | | | 53 | | | | | 53 | |
| Adjusted income tax (expense) benefit | (996) | | | 124 | | | 1,399 | | | — | | | (406) | | | | | 121 | | | (1,295) | | | (910) | | | 213 | | | — | | | 485 | | | | | (1,507) | |
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| Adjusted net income (loss) available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis | $ | 637 | | | $ | (87) | | | $ | (1,260) | | | $ | (410) | | | $ | 1,877 | | | | | $ | 757 | | | $ | 1,166 | | | $ | 2,038 | | | $ | 1,275 | | | $ | (252) | | | $ | 607 | | | | | $ | 4,834 | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis (2) | $ | 0.09 | | | $ | (0.01) | | | $ | (0.18) | | | $ | (0.06) | | | $ | 0.27 | | | | | $ | 0.11 | | | $ | 0.21 | | | $ | 0.36 | | | $ | 0.22 | | | $ | (0.04) | | | $ | 0.11 | | | | | $ | 0.85 | |
| Weighted average diluted shares | 6,964 | | | 6,964 | | | 6,964 | | | 6,964 | | | 6,964 | | | | | 6,964 | | | 5,667 | | | 5,667 | | | 5,667 | | | 5,667 | | | 5,667 | | | | | 5,667 | |
(1) Represents RED Hospitality & Leisure LLC, Pure Wellness, Lismore Capital, AINC Bar Draught LLC and Marietta Leasehold L.P.
(2) The sum of the adjusted net income (loss) per diluted share available to common stockholders, as calculated for the subsidiaries, may differ from the Hospitality Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
HOSPITALITY PRODUCTS & SERVICES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts)
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| Year Ended December 31, 2020 | | Year Ended December 31, 2019 |
| Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services | | Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Hotel Management: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base management fees | $ | 17,126 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 17,126 | | | $ | 4,054 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 4,054 | |
| Incentive management fees | — | | | — | | | — | | | — | | | — | | | | | — | | | 472 | | | — | | | — | | | — | | | — | | | | | 472 | |
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| Project management fees | — | | | 8,936 | | | — | | | — | | | — | | | | | 8,936 | | | — | | | 25,584 | | | — | | | — | | | — | | | | | 25,584 | |
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| Audio visual | — | | | — | | | 37,881 | | | — | | | — | | | | | 37,881 | | | — | | | — | | | 110,609 | | | — | | | — | | | | | 110,609 | |
| Other | — | | | — | | | — | | | 1,479 | | | 23,887 | | | | | 25,366 | | | — | | | — | | | — | | | 987 | | | 15,843 | | | | | 16,830 | |
| Cost reimbursement revenue | 132,547 | | | 2,668 | | | — | | | — | | | — | | | | | 135,215 | | | 42,761 | | | 4,996 | | | — | | | — | | | — | | | | | 47,757 | |
| Total revenues | 149,673 | | | 11,604 | | | 37,881 | | | 1,479 | | | 23,887 | | | | | 224,524 | | | 47,287 | | | 30,580 | | | 110,609 | | | 987 | | | 15,843 | | | | | 205,306 | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | 10,942 | | | 2,776 | | | 7,924 | | | 2,221 | | | 2,683 | | | | | 26,546 | | | 2,267 | | | 4,317 | | | 14,062 | | | 1,723 | | | 2,305 | | | | | 24,674 | |
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| Non-cash equity-based compensation | (19) | | | 82 | | | 51 | | | 9 | | | — | | | | | 123 | | | 71 | | | 90 | | | 34 | | | 38 | | | — | | | | | 233 | |
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| Cost of audio visual revenues | — | | | — | | | 30,256 | | | — | | | — | | | | | 30,256 | | | — | | | — | | | 82,237 | | | — | | | — | | | | | 82,237 | |
| Cost of project management revenues | — | | | 3,521 | | | — | | | — | | | — | | | | | 3,521 | | | — | | | 5,853 | | | — | | | — | | | — | | | | | 5,853 | |
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| Depreciation and amortization | 13,943 | | | 12,628 | | | 1,968 | | | 19 | | | 1,654 | | | | | 30,212 | | | 2,459 | | | 12,494 | | | 1,995 | | | 27 | | | 399 | | | | | 17,374 | |
| General and administrative | 1,828 | | | 1,551 | | | 6,457 | | | 1,285 | | | 2,893 | | | | | 14,014 | | | 217 | | | 1,561 | | | 11,260 | | | 1,325 | | | 2,234 | | | | | 16,597 | |
| Impairment | 126,548 | | | 49,524 | | | 12,692 | | | — | | | 73 | | | | | 188,837 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| Other | — | | | — | | | 437 | | | 529 | | | 9,631 | | | | | 10,597 | | | — | | | — | | | 3,222 | | | 313 | | | 8,527 | | | | | 12,062 | |
| Reimbursed expenses | 131,854 | | | 2,299 | | | — | | | — | | | — | | | | | 134,153 | | | 42,655 | | | 4,582 | | | — | | | — | | | — | | | | | 47,237 | |
| REIT non-cash equity-based compensation | 693 | | | 369 | | | — | | | — | | | — | | | | | 1,062 | | | 106 | | | 414 | | | — | | | — | | | — | | | | | 520 | |
| Total operating expenses | 285,789 | | | 72,750 | | | 59,785 | | | 4,063 | | | 16,934 | | | | | 439,321 | | | 47,775 | | | 29,311 | | | 112,810 | | | 3,426 | | | 13,465 | | | | | 206,787 | |
| OPERATING INCOME (LOSS) | (136,116) | | | (61,146) | | | (21,904) | | | (2,584) | | | 6,953�� | | | | | (214,797) | | | (488) | | | 1,269 | | | (2,201) | | | (2,439) | | | 2,378 | | | | | (1,481) | |
| Other | (359) | | | — | | | (1,358) | | | (6) | | | (2,907) | | | | | (4,630) | | | 2 | | | — | | | (1,139) | | | (18) | | | (1,069) | | | | | (2,224) | |
| INCOME (LOSS) BEFORE INCOME TAXES | (136,475) | | | (61,146) | | | (23,262) | | | (2,590) | | | 4,046 | | | | | (219,427) | | | (486) | | | 1,269 | | | (3,340) | | | (2,457) | | | 1,309 | | | | | (3,705) | |
| Income tax (expense) benefit | 3,108 | | | 3,267 | | | 5,060 | | | — | | | (1,207) | | | | | 10,228 | | | (140) | | | (1,248) | | | 271 | | | — | | | (863) | | | | | (1,980) | |
| NET INCOME (LOSS) | (133,367) | | | (57,879) | | | (18,202) | | | (2,590) | | | 2,839 | | | | | (209,199) | | | (626) | | | 21 | | | (3,069) | | | (2,457) | | | 446 | | | | | (5,685) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | 670 | | | 508 | | | | | 1,178 | | | — | | | — | | | — | | | 624 | | | (88) | | | | | 536 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | 1,148 | | | 665 | | | — | | | | | 1,813 | | | — | | | — | | | 247 | | | 682 | | | — | | | | | 929 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | (133,367) | | | $ | (57,879) | | | $ | (17,054) | | | $ | (1,255) | | | $ | 3,347 | | | | | $ | (206,208) | | | $ | (626) | | | $ | 21 | | | $ | (2,822) | | | $ | (1,151) | | | $ | 358 | | | | | $ | (4,220) | |
| Interest expense | — | | | — | | | 1,139 | | | — | | | 2,932 | | | | | 4,071 | | | — | | | — | | | 979 | | | — | | | 648 | | | | | 1,627 | |
| Amortization of loan costs | — | | | — | | | 51 | | | — | | | 3 | | | | | 54 | | | — | | | — | | | 48 | | | 16 | | | 21 | | | | | 85 | |
| Depreciation and amortization | 13,943 | | | 12,628 | | | 6,158 | | | 9 | | | 1,572 | | | | | 34,310 | | | 2,459 | | | 12,494 | | | 5,850 | | | 12 | | | 574 | | | | | 21,389 | |
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| Income tax expense (benefit) | (3,108) | | | (3,267) | | | (5,060) | | | — | | | 1,207 | | | | | (10,228) | | | 140 | | | 1,248 | | | (376) | | | — | | | 863 | | | | | 1,875 | |
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| EBITDA | (122,532) | | | (48,518) | | | (14,766) | | | (1,246) | | | 9,061 | | | | | (178,001) | | | 1,973 | | | 13,763 | | | 3,679 | | | (1,123) | | | 2,464 | | | | | 20,756 | |
| Non-cash stock-based compensation | 299 | | | 82 | | | 46 | | | 4 | | | — | | | | | 431 | | | 46 | | | 90 | | | 30 | | | 18 | | | — | | | | | 184 | |
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| Change in contingent consideration fair value | — | | | — | | | 449 | | | — | | | (2) | | | | | 447 | | | — | | | — | | | 3,037 | | | — | | | 1,021 | | | | | 4,058 | |
| Transaction related costs | 245 | | | — | | | — | | | — | | | 50 | | | | | 295 | | | 13 | | | — | | | 570 | | | — | | | 294 | | | | | 877 | |
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| Loss on disposal of assets | — | | | — | | | 291 | | | — | | | 4 | | | | | 295 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
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| Legal, advisory and settlement costs | — | | | — | | | 4 | | | — | | | — | | | | | 4 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| Severance and executive recruiting costs | 910 | | | 483 | | | 733 | | | 40 | | | 57 | | | | | 2,223 | | | 429 | | | 106 | | | 602 | | | 20 | | | 20 | | | | | 1,177 | |
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| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 503 | | | 36 | | | — | | | | | 539 | | | — | | | — | | | 709 | | | 101 | | | — | | | | | 810 | |
| Other (gain) loss | — | | | — | | | 14 | | | 16 | | | — | | | | | 30 | | | — | | | — | | | (117) | | | — | | | 1 | | | | | (116) | |
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| Impairment | 126,548 | | | 49,524 | | | 12,430 | | | — | | | 61 | | | | | 188,563 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
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| Adjusted EBITDA | 5,470 | | | 1,571 | | | (296) | | | (1,150) | | | 9,231 | | | | | 14,826 | | | 2,461 | | | 13,959 | | | 8,510 | | | (984) | | | 3,800 | | | | | 27,746 | |
| Interest expense | — | | | — | | | (1,139) | | | — | | | (2,932) | | | | | (4,071) | | | — | | | — | | | (979) | | | — | | | (648) | | | | | (1,627) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | 613 | | | | | 613 | | | — | | | — | | | — | | | — | | | 53 | | | | | 53 | |
| Adjusted income tax (expense) benefit | (2,520) | | | (691) | | | 2,171 | | | — | | | (1,365) | | | | | (2,405) | | | (1,295) | | | (4,741) | | | (23) | | | — | | | 687 | | | | | (5,372) | |
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| Adjusted net income (loss) available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis | $ | 2,950 | | | $ | 880 | | | $ | 736 | | | $ | (1,150) | | | $ | 5,547 | | | | | $ | 8,963 | | | $ | 1,166 | | | $ | 9,218 | | | $ | 7,508 | | | $ | (984) | | | $ | 3,892 | | | | | $ | 20,800 | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and convertible preferred stockholders on an "as converted" basis (2) | $ | 0.41 | | | $ | 0.12 | | | $ | 0.10 | | | $ | (0.16) | | | $ | 0.78 | | | | | $ | 1.26 | | | $ | 0.25 | | | $ | 1.98 | | | $ | 1.61 | | | $ | (0.21) | | | $ | 0.84 | | | | | $ | 4.47 | |
| Weighted average diluted shares | 7,126 | | | 7,126 | | | 7,126 | | | 7,126 | | | 7,126 | | | | | 7,126 | | | 4,651 | | | 4,651 | | | 4,651 | | | 4,651 | | | 4,651 | | | | | 4,651 | |
(1) Represents RED Hospitality & Leisure LLC, Pure Wellness, Lismore Capital, AINC Bar Draught LLC and Marietta Leasehold L.P.
(2) The sum of the adjusted net income (loss) per diluted share available to common stockholders, as calculated for the subsidiaries, may differ from the Hospitality Products & Services total due to rounding.
