| | | | | | | | | | | | | | | | | | | | |
| 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 SECOND QUARTER 2021 RESULTS
Gross Assets Under Management $7.6 Billion at Quarter End
Company Publishes Investor Presentation with Long-Term Growth Outlook
OpenKey Continues to See Significant Increase in Demand for its Digital Key Product
Red Hospitality & Leisure Expands to The Ritz-Carlton Turks & Caicos
DALLAS, July 29, 2021 - Ashford Inc. (NYSE American: AINC) (“Ashford” or the “Company”) today reported the following results and performance measures for the second quarter ended June 30, 2021. Unless otherwise stated, all reported results compare the second quarter ended June 30, 2021, with the second quarter ended June 30, 2020 (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
•Four paths to growth:
•Recovery of the hospitality industry;
•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
FINANCIAL AND OPERATING HIGHLIGHTS
•Net loss attributable to common stockholders for the quarter was $(14.7) million, or $(5.31) per diluted share. Adjusted net income for the quarter was $8.7 million, or $1.17 per diluted share.
•Total revenue, excluding cost reimbursement revenue, for the quarter was $40.1 million, reflecting an 87% growth rate over the prior year quarter.
•Adjusted EBITDA for the quarter was $10.7 million, reflecting a 235% growth rate over the prior year quarter.
•At the end of the second quarter, the Company had approximately $7.6 billion of gross assets under management.
•At the end of the second quarter, the Company’s advised REITs had total net working capital of $700 million.
•As of June 30, 2021, the Company had corporate cash of approximately $27.6 million.
•During the quarter, the Company published an investor presentation outlining the growth prospects for its businesses over the coming years.
Ashford Reports Second Quarter Results
Page 2
July 29, 2021
INVESTOR PRESENTATION PROVIDING LONG-TERM GROWTH PROJECTIONS
During the quarter, Ashford posted a comprehensive presentation for investors on the Company’s website, which provides significant operational, financial and strategic updates regarding Ashford and its market leading portfolio companies. Detailed within the presentation, the Company provides long-term financial projections for the different segments of its business.
ASHFORD JOINS RUSSELL MICROCAP® INDEX
During the quarter, Ashford was added to the Russell Microcap® Index as part of the Russell Indexes annual reconstitution. The addition was effective on June 28, 2021. Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. Approximately $10.6 trillion in assets are benchmarked against Russell’s U.S. indexes. Russell indexes are part of FTSE Russell, a leading global index provider.
OPENKEY UPDATE
Ashford currently owns a 75% interest in OpenKey. OpenKey is the universal, industry-standard smartphone App for keyless entry in hotel guestrooms. OpenKey continues to expand its platform with 255 hotels under contract at the end of the second 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 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 182% in the second quarter over the prior year quarter. Revenue for OpenKey increased 63% in the second quarter over the prior year quarter.
ASHFORD SECURITIES UPDATE
The Company formed Ashford Securities 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 has recently started raising non-traded preferred equity for Braemar. To-date, Ashford Securities has raised $2.1 million of Braemar’s non-traded preferred stock. 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 UPDATE
Remington’s high-margin, low-capex Hotel Management business continues to pursue third-party growth. Since initiating its efforts to pursue third-party business beginning in the fourth quarter of 2019, Remington has signed 9 third-party hotel management contracts. In the second quarter, Remington generated hotel management fee revenue of $6.5 million, Net Loss Attributable to the Company of $(0.5) million, and Adjusted EBITDA of $3.4 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
Ashford Reports Second Quarter Results
Page 3
July 29, 2021
92% of their outstanding loan balances at the time of the engagement. Total revenue of $2.3 million was recognized during the second quarter associated with these agreements.
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 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, and to date Premier has signed 27 third-party engagements. In the second quarter, Premier generated $1.9 million of design and construction fee revenue, Net Loss Attributable to the Company of $(2.9) million, and Adjusted EBITDA of negative $(0.4) million.
JSAV UPDATE
JSAV provides an integrated suite of audio visual services, including show and event services, hospitality services, creative services, and design and integration, making JSAV a leading single-source solution for its clients’ meeting and event needs. During the second quarter of 2021, JSAV had revenue of $9.5 million, Net Loss Attributable to the Company of $(1.0) million, and Adjusted EBITDA of $1.0 million.
RED HOSPITALITY & LEISURE UPDATE
The Company currently owns a 98% interest in RED Hospitality & Leisure (“RED Hospitality”). RED Hospitality is a leading provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands (“USVI”), Florida and Turks & Caicos. RED Hospitality currently provides beach, watersports and excursion services, and ferry services in the USVI, Key West, Florida and Turks & Caicos. 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. To that end, RED recently began operations at The Ritz-Carlton Turks & Caicos resort to provide services including watersports, beach and recreation operations, as well as destination and transportation services to the property. In the second quarter, RED Hospitality generated $6.9 million of revenue, Net Income Attributable to the Company of $1.1 million, and $2.4 million of Adjusted EBITDA. Second quarter revenue growth was 657% over the prior year quarter.
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 has also recently expanded into the commercial office industry and has signed up 25 offices to date to utilize its Pure Office product.
As the hospitality and commercial office industries strive to implement measures to provide a clean and safe environment for guests and workers, the Company expects that the health and wellness benefits Pure offers - including its air purification technology - will gain accelerated adoption and growth at hotels and offices 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 $(14.7) million, or $(5.31) per diluted share. Adjusted net income for the quarter was $8.7 million, or $1.17 per diluted share.
Ashford Reports Second Quarter Results
Page 4
July 29, 2021
For the quarter ended June 30, 2021, base advisory fee revenue was $9.9 million. The base advisory fee revenue in the second quarter was comprised of $7.3 million from Ashford Trust and $2.7 million from Braemar.
Adjusted EBITDA for the quarter was $10.7 million, reflecting a growth rate of 235% over the prior year quarter.
CAPITAL STRUCTURE
At the end of the second quarter of 2021, the Company had approximately $7.6 billion of gross assets under management from its advised platforms. The Company had corporate cash of $27.6 million and 7.4 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 $59.1 million of loans at June 30, 2021, of which approximately $0.3 million related to its joint venture partners’ share of such loans.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
•Ashford Trust reported Adjusted EBITDAre of $31.4 million for the second quarter.
•Year-to-date, Ashford Trust has raised approximately $478 million from the sale of shares of its common stock.
•Since beginning its initiative to exchange its preferred stock for common stock, Ashford Trust has exchanged approximately 15.2 million shares of its preferred stock, representing approximately 67% of its preferred share count prior to the exchanges and approximately $377 million of liquidation value, into approximately 10.2 million common shares.
•Ashford Trust was added to the U.S. small-cap Russell 2000® Index, the U.S. broad-market Russell 3000® Index, and the Russell Microcap® Index.
BRAEMAR HOTELS & RESORTS HIGHLIGHTS
•Braemar reported Adjusted EBITDAre of $19.6 million for the second quarter and for the second quarter in a row, was cash flow positive at the corporate level.
•Year-to-date, Braemar has raised approximately $77.6 million from the sale of shares of its common stock.
•Since beginning its initiative to exchange its preferred stock for common stock, Braemar has exchanged approximately 2.0 million shares of its preferred stock, representing approximately 39% of its preferred share count prior to the exchanges into approximately 7.3 million common shares.
•During the quarter, the Company closed on a private placement of $86.25 million aggregate principal amount of 4.5% Convertible Senior Notes due 2026.
•During the quarter, Braemar announced the planned acquisition of the 138-room Mr. C Beverly Hills Hotel in Los Angeles, California for total consideration of $77.9 million.
•Braemar was added to the U.S. small-cap Russell 2000® Index, the U.S. broad-market Russell 3000® Index, and the Russell Microcap® Index.
“We’re confident that the Ashford group of companies is well-positioned to capitalize on the continuing recovery in the hospitality industry, and we remain focused on their future strategic objectives,” commented Jeremy J. Welter, Ashford’s President and Chief Operating Officer. “Ashford has an unwavering commitment to maximize value for our shareholders, and we believe the proactive and disciplined actions we have undertaken reflect that commitment. Looking at our advised platforms, our REITs have stabilized. Braemar, with the highest quality portfolio in the public markets, will further diversify its luxury portfolio with the acquisition of the Mr. C, and Ashford Trust remains well-positioned
Ashford Reports Second Quarter Results
Page 5
July 29, 2021
with its geographically diverse portfolio and exposure to transient leisure customers. Both companies have performed well and are poised for further growth in the second half 2021. Other areas of our business, like OpenKey, Pure Rooms and RED Hospitality, are also benefitting from a strong increase in demand, while Remington and Premier both realized solid third-party business growth. We were also pleased with our recent addition to the Russell Microcap® Index. As the only publicly traded asset manager and service provider in the Hospitality Industry, we believe our addition will expose Ashford to a wider range of institutions and investors, allowing us to potentially broaden our shareholder base and increase our stock’s liquidity. Looking ahead, as the recovery in the lodging industry gains momentum, we believe Ashford is uniquely positioned to outperform. We remain focused on our unique investment strategy to strategically invest in operating companies that service the hospitality industry and act as an accelerator to grow these companies. With our talented and dedicated management team, along with our long-term strategy on finding growth opportunities in our business, I am excited about the future prospects for our Company.”
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company will conduct a conference call on Friday, July 30, 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, August 6, 2021, by dialing (412) 317-6671 and entering the confirmation number, 13720453.
The Company will also provide an online simulcast and rebroadcast of its second quarter 2021 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 Friday, July 30, 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 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 Reports Second Quarter Results
Page 6
July 29, 2021
Ashford 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: 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) | | | | | | | | | | | |
| June 30, 2021 | | December 31, 2020 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 32,089 | | | $ | 45,270 | |
| Restricted cash | 34,346 | | | 37,396 | |
| Restricted investment | 1,240 | | | 290 | |
| | | |
| Accounts receivable, net | 5,269 | | | 3,458 | |
| Due from affiliates | 490 | | | 353 | |
| Due from Ashford Trust | 751 | | | 13,198 | |
| Due from Braemar | 449 | | | 2,142 | |
| | | |
| Inventories | 1,711 | | | 1,546 | |
| Prepaid expenses and other | 7,818 | | | 7,629 | |
| | | |
| Total current assets | 84,163 | | | 111,282 | |
| Investments in unconsolidated entities | 3,701 | | | 3,687 | |
| Property and equipment, net | 86,102 | | | 88,760 | |
| Operating lease right-of-use assets | 28,609 | | | 30,431 | |
| | | |
| Goodwill | 56,622 | | | 56,622 | |
| Intangible assets, net | 258,659 | | | 271,432 | |
| Other assets | 4,269 | | | 3,225 | |
| Total assets | $ | 522,125 | | | $ | 565,439 | |
| LIABILITIES | | | |
| Current liabilities: | | | |
| Accounts payable and accrued expenses | $ | 28,027 | | | $ | 40,378 | |
| Dividends payable | 25,166 | | | 16,280 | |
| Due to affiliates | 97 | | | 1,471 | |
| | | |
| | | |
| | | |
| Deferred income | 7,582 | | | 12,738 | |
| Deferred compensation plan | 38 | | | 29 | |
| Notes payable, net | 24,836 | | | 5,347 | |
| Finance lease liabilities | 872 | | | 841 | |
| Operating lease liabilities | 3,692 | | | 3,691 | |
| Other liabilities | 27,752 | | | 29,905 | |
| Total current liabilities | 118,062 | | | 110,680 | |
| | | |
| Deferred income | 12,081 | | | 8,621 | |
| Deferred tax liability, net | 35,699 | | | 37,904 | |
| Deferred compensation plan | 4,444 | | | 1,678 | |
| Notes payable, net | 34,168 | | | 57,349 | |
| Finance lease liabilities | 43,956 | | | 43,143 | |
| Operating lease liabilities | 25,057 | | | 26,881 | |
| | | |
| Total liabilities | 273,467 | | | 286,256 | |
| | | |
| MEZZANINE EQUITY | | | |
| Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding, net of discount, as of June 30, 2021 and December 31, 2020 | 477,574 | | | 476,947 | |
| Redeemable noncontrolling interests | 94 | | | 1,834 | |
| EQUITY (DEFICIT) | | | |
| | | |
| | | |
| Common stock, 100,000,000 shares authorized, $0.001 par value, 3,022,756 and 2,868,288 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 3 | | | 3 | |
| Additional paid-in capital | 292,534 | | | 293,597 | |
| Accumulated deficit | (520,787) | | | (491,483) | |
| Accumulated other comprehensive income (loss) | (429) | | | (1,156) | |
| Treasury stock, at cost, 48,264 and 32,031 shares at June 30, 2021 and December 31, 2020, respectively | (582) | | | (438) | |
| Total equity (deficit) of the Company | (229,261) | | | (199,477) | |
| Noncontrolling interests in consolidated entities | 251 | | | (121) | |
| Total equity (deficit) | (229,010) | | | (199,598) | |
| Total liabilities and equity (deficit) | $ | 522,125 | | | $ | 565,439 | |
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| REVENUE | | | | | | | |
| Advisory services: | | | | | | | |
| Base advisory fees | $ | 9,932 | | | $ | 11,130 | | | $ | 19,731 | | | $ | 22,667 | |
| Incentive advisory fees | — | | | 169 | | | — | | | 339 | |
| | | | | | | |
| | | | | | | |
| Other advisory revenue | 130 | | | 131 | | | 258 | | | 260 | |
| Hotel management: | | | | | | | |
| Base management fees | 5,308 | | | 3,691 | | | 9,165 | | | 9,815 | |
| Incentive management fees | 1,207 | | | — | | | 1,822 | | | — | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Design and construction fees | 1,867 | | | 2,052 | | | 3,409 | | | 5,990 | |
| | | | | | | |
| Audio visual | 9,451 | | | 970 | | | 13,062 | | | 30,644 | |
| Other | 12,166 | | | 3,337 | | | 22,795 | | | 10,028 | |
| Cost reimbursement revenue | 48,279 | | | 24,118 | | | 82,031 | | | 99,697 | |
| Total revenues | 88,340 | | | 45,598 | | | 152,273 | | | 179,440 | |
| EXPENSES | | | | | | | |
| Salaries and benefits | 16,541 | | | 13,829 | | | 31,079 | | | 27,944 | |
| Non-cash equity-based compensation | 1,377 | | | 262 | | | 2,740 | | | 2,312 | |
| Cost of revenues for design and construction | 1,022 | | | 878 | | | 1,780 | | | 2,329 | |
| Cost of revenues for audio visual | 6,872 | | | 2,316 | | | 11,258 | | | 22,746 | |
| Depreciation and amortization | 8,259 | | | 10,109 | | | 16,398 | | | 20,078 | |
| General and administrative | 6,065 | | | 3,927 | | | 11,208 | | | 10,255 | |
| Impairment | — | | | — | | | — | | | 178,213 | |
| Other | 5,059 | | | 1,361 | | | 8,670 | | | 5,587 | |
| Reimbursed expenses | 48,145 | | | 24,055 | | | 81,825 | | | 99,566 | |
| Total operating expenses | 93,340 | | | 56,737 | | | 164,958 | | | 369,030 | |
| OPERATING INCOME (LOSS) | (5,000) | | | (11,139) | | | (12,685) | | | (189,590) | |
| | | | | | | |
| | | | | | | |
| Equity in earnings (loss) of unconsolidated entities | (58) | | | 17 | | | (172) | | | 253 | |
| Interest expense | (1,288) | | | (1,246) | | | (2,555) | | | (2,422) | |
| Amortization of loan costs | (45) | | | (90) | | | (131) | | | (156) | |
| Interest income | 72 | | | 1 | | | 135 | | | 29 | |
| | | | | | | |
| | | | | | | |
| Realized gain (loss) on investments | (179) | | | (11) | | | (373) | | | (386) | |
| Other income (expense) | (172) | | | 66 | | | (285) | | | (455) | |
| INCOME (LOSS) BEFORE INCOME TAXES | (6,670) | | | (12,402) | | | (16,066) | | | (192,727) | |
| Income tax (expense) benefit | 697 | | | 3,484 | | | 1,648 | | | 5,569 | |
| NET INCOME (LOSS) | (5,973) | | | (8,918) | | | (14,418) | | | (187,158) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | 234 | | | 278 | | | 329 | | | 438 | |
| Net (income) loss attributable to redeemable noncontrolling interests | 19 | | | 644 | | | 195 | | | 1,084 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (5,720) | | | (7,996) | | | (13,894) | | | (185,636) | |
| Preferred dividends, declared and undeclared | (8,633) | | | (7,940) | | | (17,239) | | | (15,815) | |
| Amortization of preferred stock discount | (311) | | | (795) | | | (627) | | | (1,605) | |
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (14,664) | | | $ | (16,731) | | | $ | (31,760) | | | $ | (203,056) | |
| | | | | | | |
| INCOME (LOSS) PER SHARE - BASIC AND DILUTED | | | | | | | |
| Basic: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | (5.31) | | | $ | (7.37) | | | $ | (11.66) | | | $ | (90.81) | |
| Weighted average common shares outstanding - basic | 2,764 | | | 2,269 | | | 2,724 | | | 2,236 | |
| Diluted: | | | | | | | |
| Net income (loss) attributable to common stockholders | $ | (5.31) | | | $ | (7.37) | | | $ | (11.66) | | | $ | (90.81) | |
| Weighted average common shares outstanding - diluted | 2,764 | | | 2,269 | | | 2,724 | | | 2,236 | |
| | | | | | | |
| | | | | | | |
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in thousands)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| Net income (loss) | $ | (5,973) | | | $ | (8,918) | | | $ | (14,418) | | | $ | (187,158) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | 234 | | | 278 | | | 329 | | | 438 | |
| Net (income) loss attributable to redeemable noncontrolling interests | 19 | | | 644 | | | 195 | | | 1,084 | |
| Net income (loss) attributable to the company | (5,720) | | | (7,996) | | | (13,894) | | | (185,636) | |
| Interest expense | 1,290 | | | 1,201 | | | 2,557 | | | 2,325 | |
| Amortization of loan costs | 45 | | | 88 | | | 136 | | | 151 | |
| Depreciation and amortization | 9,574 | | | 11,051 | | | 19,048 | | | 21,956 | |
| Income tax expense (benefit) | (697) | | | (3,464) | | | (1,648) | | | (5,571) | |
| | | | | | | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | (19) | | | (25) | | | (43) | | | (361) | |
| EBITDA | 4,473 | | | 855 | | | 6,156 | | | (167,136) | |
| Non-cash stock-based compensation | 1,548 | | | 371 | | | 3,181 | | | 2,749 | |
| Market change in deferred compensation plan | 2,743 | | | 880 | | | 2,801 | | | (2,697) | |
| Change in contingent consideration fair value | — | | | 153 | | | 22 | | | 611 | |
| Transaction costs | 1,017 | | | 208 | | | 1,492 | | | 676 | |
| | | | | | | |
| Loss on disposal of assets | 315 | | | — | | | 1,166 | | | — | |
| | | | | | | |
| Reimbursed software costs, net | (108) | | | (97) | | | (207) | | | (195) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Legal, advisory and settlement costs | 557 | | | — | | | 852 | | | — | |
| Severance and executive recruiting costs | 169 | | | 843 | | | 692 | | | 2,524 | |
| | | | | | | |
| Amortization of hotel signing fees and lock subsidies | 124 | | | 114 | | | 242 | | | 269 | |
| Other (gain) loss | (112) | | | (127) | | | (76) | | | 412 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Impairment | — | | | — | | | — | | | 177,950 | |
| | | | | | | |
| Adjusted EBITDA | $ | 10,726 | | | $ | 3,200 | | | $ | 16,321 | | | $ | 15,163 | |
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts) | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Net income (loss) | $ | (5,973) | | | $ | (8,918) | | | $ | (14,418) | | | $ | (187,158) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | 234 | | | 278 | | | 329 | | | 438 | |
| Net (income) loss attributable to redeemable noncontrolling interests | 19 | | | 644 | | | 195 | | | 1,084 | |
| Preferred dividends, declared and undeclared | (8,633) | | | (7,940) | | | (17,239) | | | (15,815) | |
| Amortization of preferred stock discount | (311) | | | (795) | | | (627) | | | (1,605) | |
| Net income (loss) attributable to common stockholders | (14,664) | | | (16,731) | | | (31,760) | | | (203,056) | |
| Amortization of loan costs | 45 | | | 88 | | | 136 | | | 151 | |
| Depreciation and amortization | 9,574 | | | 11,051 | | | 19,048 | | | 21,956 | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | (19) | | | (25) | | | (43) | | | (361) | |
| Preferred dividends, declared and undeclared | 8,633 | | | 7,940 | | | 17,239 | | | 15,815 | |
| Amortization of preferred stock discount | 311 | | | 795 | | | 627 | | | 1,605 | |
| Non-cash stock-based compensation | 1,548 | | | 371 | | | 3,181 | | | 2,749 | |
| | | | | | | |
| Market change in deferred compensation plan | 2,743 | | | 880 | | | 2,801 | | | (2,697) | |
| Change in contingent consideration fair value | — | | | 153 | | | 22 | | | 611 | |
| Transaction costs | 1,017 | | | 208 | | | 1,492 | | | 676 | |
| | | | | | | |
| Loss on disposal of assets | 315 | | | — | | | 1,166 | | | — | |
| Non-cash interest from finance lease | 150 | | | 154 | | | 301 | | | 308 | |
| | | | | | | |
| Reimbursed software costs, net | (108) | | | (97) | | | (207) | | | (195) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Legal, advisory and settlement costs | 557 | | | — | | | 852 | | | — | |
| | | | | | | |
| Severance and executive recruiting costs | 169 | | | 843 | | | 692 | | | 2,524 | |
| | | | | | | |
| Amortization of hotel signing fees and lock subsidies | 124 | | | 114 | | | 242 | | | 269 | |
| Other (gain) loss | (112) | | | (127) | | | (76) | | | 412 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Impairment | — | | | — | | | — | | | 177,950 | |
| GAAP income tax expense (benefit) | (697) | | | (3,464) | | | (1,648) | | | (5,571) | |
Adjusted income tax (expense) benefit (1) | (900) | | | (1,311) | | | (556) | | | (2,964) | |
| Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 8,686 | | | $ | 842 | | | $ | 13,509 | | | $ | 10,182 | |
| Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 1.17 | | | $ | 0.12 | | | $ | 1.83 | | | $ | 1.45 | |
| Weighted average diluted shares | 7,430 | | | 7,118 | | | 7,384 | | | 7,023 | |
| | | | | | | |
| Components of weighted average diluted shares | | | | | | | |
| Common shares | 2,764 | | | 2,269 | | | 2,724 | | | 2,236 | |
| Series D convertible preferred stock | 4,246 | | | 4,068 | | | 4,227 | | | 4,068 | |
| Deferred compensation plan | 198 | | | 200 | | | 198 | | | 200 | |
| | | | | | | |
| Put options | — | | | 370 | | | — | | | 337 | |
| Acquisition related shares | 97 | | | 191 | | | 159 | | | 144 | |
| Restricted shares and units | 125 | | | 20 | | | 76 | | | 38 | |
| | | | | | | |
| Weighted average diluted shares | 7,430 | | | 7,118 | | | 7,384 | | | 7,023 | |
| | | | | | | |
| Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit | | | | | | | |
| GAAP income tax (expense) benefit | $ | 697 | | | $ | 3,484 | | | $ | 1,648 | | | $ | 5,569 | |
| Less GAAP income tax (expense) benefit attributable to noncontrolling interests | — | | | 20 | | | — | | | (2) | |
| GAAP income tax (expense) benefit excluding noncontrolling interests | 697 | | | 3,464 | | | 1,648 | | | 5,571 | |
| Less deferred income tax (expense) benefit | 1,597 | | | 4,775 | | | 2,204 | | | 8,097 | |
| Less cash income tax benefit from CARES Act | — | | | — | | | — | | | 438 | |
| | | | | | | |
Adjusted income tax (expense) benefit (1) | $ | (900) | | | $ | (1,311) | | | $ | (556) | | | $ | (2,964) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(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, 2020.
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 June 30, 2021 | | Three Months Ended June 30, 2020 |
| 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 | $ | 7,254 | | | $ | — | | | $ | — | | | $ | 7,254 | | | $ | 8,557 | | | $ | — | | | $ | — | | | $ | 8,557 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Base advisory fees - Braemar | 2,678 | | | — | | | — | | | 2,678 | | | 2,573 | | | — | | | — | | | 2,573 | |
| Incentive advisory fees - Braemar | — | | | — | | | — | | | — | | | 169 | | | — | | | — | | | 169 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other advisory revenue - Braemar | 130 | | | — | | | — | | | 130 | | | 131 | | | — | | | — | | | 131 | |
| Hotel Management: | | | | | | | | | | | | | | | |
| Base management fees | — | | | 5,308 | | | — | | | 5,308 | | | — | | | 3,691 | | | — | | | 3,691 | |
| Incentive management fees | — | | | 1,207 | | | — | | | 1,207 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Design and construction fees | — | | | 1,867 | | | — | | | 1,867 | | | — | | | 2,052 | | | — | | | 2,052 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Audio visual | — | | | 9,451 | | | — | | | 9,451 | | | — | | | 970 | | | — | | | 970 | |
| Other | 16 | | | 12,150 | | | — | | | 12,166 | | | 83 | | | 3,254 | | | — | | | 3,337 | |
| Cost reimbursement revenue | 6,667 | | | 41,059 | | | 553 | | | 48,279 | | | 4,037 | | | 19,460 | | | 621 | | | 24,118 | |
| Total revenues | 16,745 | | | 71,042 | | | 553 | | | 88,340 | | | 15,550 | | | 29,427 | | | 621 | | | 45,598 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | — | | | 6,754 | | | 7,044 | | | 13,798 | | | — | | | 5,753 | | | 7,196 | | | 12,949 | |
| Market change in deferred compensation plan | — | | | — | | | 2,743 | | | 2,743 | | | — | | | — | | | 880 | | | 880 | |
| Non-cash equity-based compensation | — | | | 194 | | | 1,183 | | | 1,377 | | | — | | | 86 | | | 176 | | | 262 | |
| | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | 6,872 | | | — | | | 6,872 | | | — | | | 2,316 | | | — | | | 2,316 | |
| Cost of design and construction revenues | — | | | 1,022 | | | — | | | 1,022 | | | — | | | 878 | | | — | | | 878 | |
| | | | | | | | | | | | | | | |
| Depreciation and amortization | 1,084 | | | 6,982 | | | 193 | | | 8,259 | | | 2,437 | | | 7,592 | | | 80 | | | 10,109 | |
| General and administrative | — | | | 3,699 | | | 2,366 | | | 6,065 | | | — | | | 2,782 | | | 1,145 | | | 3,927 | |
| | | | | | | | | | | | | | | |
| Other | 267 | | | 4,774 | | | 18 | | | 5,059 | | | — | | | 1,325 | | | 36 | | | 1,361 | |
| Reimbursed expenses | 1,791 | | | 40,960 | | | 553 | | | 43,304 | | | 1,966 | | | 19,160 | | | 621 | | | 21,747 | |
| REIT non-cash equity-based compensation | 4,742 | | | 99 | | | — | | | 4,841 | | | 2,008 | | | 300 | | | — | | | 2,308 | |
| Total operating expenses | 7,884 | | | 71,356 | | | 14,100 | | | 93,340 | | | 6,411 | | | 40,192 | | | 10,134 | | | 56,737 | |
| OPERATING INCOME (LOSS) | 8,861 | | | (314) | | | (13,547) | | | (5,000) | | | 9,139 | | | (10,765) | | | (9,513) | | | (11,139) | |
| Other | — | | | (1,354) | | | (316) | | | (1,670) | | | — | | | (812) | | | (451) | | | (1,263) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 8,861 | | | (1,668) | | | (13,863) | | | (6,670) | | | 9,139 | | | (11,577) | | | (9,964) | | | (12,402) | |
| Income tax (expense) benefit | (2,179) | | | (713) | | | 3,589 | | | 697 | | | (2,170) | | | 2,410 | | | 3,244 | | | 3,484 | |
| NET INCOME (LOSS) | 6,682 | | | (2,381) | | | (10,274) | | | (5,973) | | | 6,969 | | | (9,167) | | | (6,720) | | | (8,918) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | 234 | | | — | | | 234 | | | — | | | 278 | | | — | | | 278 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | 19 | | | 19 | | | — | | | 619 | | | 25 | | | 644 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 6,682 | | | $ | (2,147) | | | $ | (10,255) | | | $ | (5,720) | | | $ | 6,969 | | | $ | (8,270) | | | $ | (6,695) | | | $ | (7,996) | |
| Interest expense | — | | | 1,017 | | | 273 | | | 1,290 | | | — | | | 887 | | | 314 | | | 1,201 | |
| Amortization of loan costs | — | | | 24 | | | 21 | | | 45 | | | — | | | 18 | | | 70 | | | 88 | |
| Depreciation and amortization | 1,084 | | | 8,297 | | | 193 | | | 9,574 | | | 2,437 | | | 8,534 | | | 80 | | | 11,051 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 2,179 | | | 713 | | | (3,589) | | | (697) | | | 2,170 | | | (2,390) | | | (3,244) | | | (3,464) | |
| | | | | | | | | | | | | | | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | (19) | | | (19) | | | — | | | — | | | (25) | | | (25) | |
| EBITDA | 9,945 | | | 7,904 | | | (13,376) | | | 4,473 | | | 11,576 | | | (1,221) | | | (9,500) | | | 855 | |
| Non-cash stock-based compensation | — | | | 364 | | | 1,184 | | | 1,548 | | | — | | | 78 | | | 293 | | | 371 | |
| Market change in deferred compensation plan | — | | | — | | | 2,743 | | | 2,743 | | | — | | | — | | | 880 | | | 880 | |
| Change in contingent consideration fair value | — | | | — | | | — | | | — | | | — | | | 153 | | | — | | | 153 | |
| Transaction related costs | — | | | 348 | | | 669 | | | 1,017 | | | — | | | 36 | | | 172 | | | 208 | |
| | | | | | | | | | | | | | | |
| Loss on disposal of assets | 267 | | | 48 | | | — | | | 315 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| Reimbursed software costs, net | (108) | | | — | | | — | | | (108) | | | (97) | | | — | | | — | | | (97) | |
| | | | | | | | | | | | | | | |
| Legal, advisory and settlement costs | — | | | 247 | | | 310 | | | 557 | | | — | | | — | | | — | | | — | |
| Severance and executive recruiting costs | — | | | 17 | | | 152 | | | 169 | | | — | | | 596 | | | 247 | | | 843 | |
| | | | | | | | | | | | | | | |
| Amortization of hotel signing fees and lock subsidies | — | | | 124 | | | — | | | 124 | | | — | | | 114 | | | — | | | 114 | |
| Other (gain) loss | — | | | (137) | | | 25 | | | (112) | | | — | | | (194) | | | 67 | | | (127) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted EBITDA | 10,104 | | | 8,915 | | | (8,293) | | | 10,726 | | | 11,479 | | | (438) | | | (7,841) | | | 3,200 | |
| Interest expense | — | | | (1,017) | | | (273) | | | (1,290) | | | — | | | (887) | | | (314) | | | (1,201) | |
| Non-cash interest from finance lease | — | | | 150 | | | — | | | 150 | | | — | | | 154 | | | — | | | 154 | |
| Adjusted income tax (expense) benefit | (2,782) | | | (2,328) | | | 4,210 | | | (900) | | | (3,378) | | | (128) | | | 2,195 | | | (1,311) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 7,322 | | | $ | 5,720 | | | $ | (4,356) | | | $ | 8,686 | | | $ | 8,101 | | | $ | (1,299) | | | $ | (5,960) | | | $ | 842 | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1) | $ | 0.99 | | | $ | 0.77 | | | $ | (0.59) | | | $ | 1.17 | | | $ | 1.14 | | | $ | (0.18) | | | $ | (0.84) | | | $ | 0.12 | |
| Weighted average diluted shares | 7,430 | | | 7,430 | | | 7,430 | | | 7,430 | | | 7,118 | | | 7,118 | | | 7,118 | | | 7,118 | |
(1) The sum of the 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) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 | | Six Months Ended June 30, 2020 |
| 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 | $ | 14,508 | | | $ | — | | | $ | — | | | $ | 14,508 | | | $ | 17,474 | | | $ | — | | | $ | — | | | $ | 17,474 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Base advisory fees - Braemar | 5,223 | | | — | | | — | | | 5,223 | | | 5,193 | | | — | | | — | | | 5,193 | |
| Incentive advisory fees - Braemar | — | | | — | | | — | | | — | | | 339 | | | — | | | — | | | 339 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Other advisory revenue - Braemar | 258 | | | — | | | — | | | 258 | | | 260 | | | — | | | — | | | 260 | |
| Hotel Management: | | | | | | | | | | | | | | | |
| Base management fees | — | | | 9,165 | | | — | | | 9,165 | | | — | | | 9,815 | | | — | | | 9,815 | |
| Incentive management fees | — | | | 1,822 | | | — | | | 1,822 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Design and construction fees | — | | | 3,409 | | | — | | | 3,409 | | | — | | | 5,990 | | | — | | | 5,990 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Audio visual | — | | | 13,062 | | | — | | | 13,062 | | | — | | | 30,644 | | | — | | | 30,644 | |
| Other | 33 | | | 22,762 | | | — | | | 22,795 | | | 140 | | | 9,888 | | | — | | | 10,028 | |
| Cost reimbursement revenue | 11,791 | | | 69,343 | | | 897 | | | 82,031 | | | 13,101 | | | 85,006 | | | 1,590 | | | 99,697 | |
| Total revenues | 31,813 | | | 119,563 | | | 897 | | | 152,273 | | | 36,507 | | | 141,343 | | | 1,590 | | | 179,440 | |
| EXPENSES | | | | | | | | | | | | | | | |
| Salaries and benefits | — | | | 12,529 | | | 15,749 | | | 28,278 | | | — | | | 14,904 | | | 15,737 | | | 30,641 | |
| Market change in deferred compensation plan | — | | | — | | | 2,801 | | | 2,801 | | | — | | | — | | | (2,697) | | | (2,697) | |
| Non-cash equity-based compensation | — | | | 358 | | | 2,382 | | | 2,740 | | | — | | | (7) | | | 2,319 | | | 2,312 | |
| | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | 11,258 | | | — | | | 11,258 | | | — | | | 22,746 | | | — | | | 22,746 | |
| Cost of design and construction revenues | — | | | 1,780 | | | — | | | 1,780 | | | — | | | 2,329 | | | — | | | 2,329 | |
| | | | | | | | | | | | | | | |
| Depreciation and amortization | 2,073 | | | 13,960 | | | 365 | | | 16,398 | | | 4,876 | | | 15,046 | | | 156 | | | 20,078 | |
| General and administrative | — | | | 6,904 | | | 4,304 | | | 11,208 | | | — | | | 7,410 | | | 2,845 | | | 10,255 | |
| Impairment | — | | | — | | | — | | | — | | | — | | | 178,213 | | | — | | | 178,213 | |
| Other | 619 | | | 8,033 | | | 18 | | | 8,670 | | | — | | | 5,551 | | | 36 | | | 5,587 | |
| Reimbursed expenses | 3,621 | | | 69,129 | | | 897 | | | 73,647 | | | 4,506 | | | 84,270 | | | 1,590 | | | 90,366 | |
| REIT non-cash equity-based compensation | 7,964 | | | 214 | | | — | | | 8,178 | | | 8,464 | | | 736 | | | — | | | 9,200 | |
| Total operating expenses | 14,277 | | | 124,165 | | | 26,516 | | | 164,958 | | | 17,846 | | | 331,198 | | | 19,986 | | | 369,030 | |
| OPERATING INCOME (LOSS) | 17,536 | | | (4,602) | | | (25,619) | | | (12,685) | | | 18,661 | | | (189,855) | | | (18,396) | | | (189,590) | |
| Other | — | | | (2,725) | | | (656) | | | (3,381) | | | — | | | (2,427) | | | (710) | | | (3,137) | |
| INCOME (LOSS) BEFORE INCOME TAXES | 17,536 | | | (7,327) | | | (26,275) | | | (16,066) | | | 18,661 | | | (192,282) | | | (19,106) | | | (192,727) | |
| Income tax (expense) benefit | (4,133) | | | (475) | | | 6,256 | | | 1,648 | | | (4,423) | | | 3,496 | | | 6,496 | | | 5,569 | |
| NET INCOME (LOSS) | 13,403 | | | (7,802) | | | (20,019) | | | (14,418) | | | 14,238 | | | (188,786) | | | (12,610) | | | (187,158) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | 329 | | | — | | | 329 | | | — | | | 438 | | | — | | | 438 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | 152 | | | 43 | | | 195 | | | — | | | 723 | | | 361 | | | 1,084 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 13,403 | | | $ | (7,321) | | | $ | (19,976) | | | $ | (13,894) | | | 14,238 | | | (187,625) | | | (12,249) | | | (185,636) | |
| Interest expense | — | | | 1,991 | | | 566 | | | 2,557 | | | — | | | 1,834 | | | 491 | | | 2,325 | |
| Amortization of loan costs | — | | | 61 | | | 75 | | | 136 | | | — | | | 33 | | | 118 | | | 151 | |
| Depreciation and amortization | 2,073 | | | 16,610 | | | 365 | | | 19,048 | | | 4,876 | | | 16,924 | | | 156 | | | 21,956 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 4,133 | | | 475 | | | (6,256) | | | (1,648) | | | 4,423 | | | (3,498) | | | (6,496) | | | (5,571) | |
| | | | | | | | | | | | | | | |
| Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | (43) | | | (43) | | | — | | | — | | | (361) | | | (361) | |
| EBITDA | 19,609 | | | 11,816 | | | (25,269) | | | 6,156 | | | 23,537 | | | (172,332) | | | (18,341) | | | (167,136) | |
| Non-cash stock-based compensation | — | | | 714 | | | 2,467 | | | 3,181 | | | — | | | 313 | | | 2,436 | | | 2,749 | |
| Market change in deferred compensation plan | — | | | — | | | 2,801 | | | 2,801 | | | — | | | — | | | (2,697) | | | (2,697) | |
| Change in contingent consideration fair value | — | | | 22 | | | — | | | 22 | | | — | | | 611 | | | — | | | 611 | |
| Transaction related costs | — | | | 372 | | | 1,120 | | | 1,492 | | | — | | | 174 | | | 502 | | | 676 | |
| | | | | | | | | | | | | | | |
| Loss on disposal of assets | 619 | | | 547 | | | — | | | 1,166 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| Reimbursed software costs, net | (207) | | | — | | | — | | | (207) | | | (195) | | | — | | | — | | | (195) | |
| | | | | | | | | | | | | | | |
| Legal, advisory and settlement costs | — | | | 295 | | | 557 | | | 852 | | | — | | | — | | | — | | | — | |
| Severance and executive recruiting costs | — | | | 87 | | | 605 | | | 692 | | | — | | | 2,000 | | | 524 | | | 2,524 | |
| | | | | | | | | | | | | | | |
| Amortization of hotel signing fees and lock subsidies | — | | | 242 | | | — | | | 242 | | | — | | | 269 | | | — | | | 269 | |
| Other (gain) loss | — | | | (110) | | | 34 | | | (76) | | | — | | | 283 | | | 129 | | | 412 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Impairment | — | | | — | | | — | | | — | | | — | | | 177,950 | | | — | | | 177,950 | |
| | | | | | | | | | | | | | | |
| Adjusted EBITDA | 20,021 | | | 13,985 | | | (17,685) | | | 16,321 | | | 23,342 | | | 9,268 | | | (17,447) | | | 15,163 | |
| Interest expense | — | | | (1,991) | | | (566) | | | (2,557) | | | — | | | (1,834) | | | (491) | | | (2,325) | |
| Non-cash interest from finance lease | — | | | 301 | | | — | | | 301 | | | — | | | 308 | | | — | | | 308 | |
| Adjusted income tax (expense) benefit | (5,446) | | | (3,137) | | | 8,027 | | | (556) | | | (6,828) | | | (891) | | | 4,755 | | | (2,964) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 14,575 | | | $ | 9,158 | | | $ | (10,224) | | | $ | 13,509 | | | $ | 16,514 | | | $ | 6,851 | | | $ | (13,183) | | | $ | 10,182 | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1) | $ | 1.97 | | | $ | 1.24 | | | $ | (1.38) | | | $ | 1.83 | | | $ | 2.35 | | | $ | 0.98 | | | $ | (1.88) | | | $ | 1.45 | |
| Weighted average diluted shares | 7,384 | | | 7,384 | | | 7,384 | | | 7,384 | | | 7,023 | | | 7,023 | | | 7,023 | | | 7,023 | |
(1) The sum of the 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
HOSPITALITY PRODUCTS & SERVICES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, 2021 | | Three Months Ended June 30, 2020 |
| Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services | | Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Hotel Management: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base management fees | $ | 5,308 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 5,308 | | | $ | 3,691 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 3,691 | |
| Incentive management fees | 1,207 | | | — | | | — | | | — | | | — | | | | | 1,207 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Design and construction fees | — | | | 1,867 | | | — | | | — | | | — | | | | | 1,867 | | | — | | | 2,052 | | | — | | | — | | | — | | | | | 2,052 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Audio visual | — | | | — | | | 9,451 | | | — | | | — | | | | | 9,451 | | | — | | | — | | | 970 | | | — | | | — | | | | | 970 | |
| Other | — | | | — | | | — | | | 477 | | | 11,673 | | | | | 12,150 | | | — | | | — | | | — | | | 292 | | | 2,962 | | | | | 3,254 | |
| Cost reimbursement revenue | 40,496 | | | 563 | | | — | | | — | | | — | | | | | 41,059 | | | 18,768 | | | 692 | | | — | | | — | | | — | | | | | 19,460 | |
| Total revenues | 47,011 | | | 2,430 | | | 9,451 | | | 477 | | | 11,673 | | | | | 71,042 | | | 22,459 | | | 2,744 | | | 970 | | | 292 | | | 2,962 | | | | | 29,427 | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | 2,746 | | | 857 | | | 1,778 | | | 596 | | | 777 | | | | | 6,754 | | | 2,851 | | | 589 | | | 1,269 | | | 457 | | | 587 | | | | | 5,753 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-cash equity-based compensation | 161 | | | 18 | | | 13 | | | 2 | | | — | | | | | 194 | | | 63 | | | 10 | | | 13 | | | — | | | — | | | | | 86 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | — | | | 6,872 | | | — | | | — | | | | | 6,872 | | | — | | | — | | | 2,316 | | | — | | | — | | | | | 2,316 | |
| Cost of design and construction revenues | — | | | 1,022 | | | — | | | — | | | — | | | | | 1,022 | | | — | | | 878 | | | — | | | — | | | — | | | | | 878 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | 3,034 | | | 3,057 | | | 470 | | | 4 | | | 417 | | | | | 6,982 | | | 3,534 | | | 3,157 | | | 488 | | | 4 | | | 409 | | | | | 7,592 | |
| General and administrative | 426 | | | 377 | | | 1,364 | | | 550 | | | 982 | | | | | 3,699 | | | 443 | | | 346 | | | 1,308 | | | 200 | | | 485 | | | | | 2,782 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other | — | | | — | | | — | | | 166 | | | 4,608 | | | | | 4,774 | | | — | | | — | | | 153 | | | 77 | | | 1,095 | | | | | 1,325 | |
| Reimbursed expenses | 40,444 | | | 516 | | | — | | | — | | | — | | | | | 40,960 | | | 18,581 | | | 579 | | | — | | | — | | | — | | | | | 19,160 | |
| REIT non-cash equity-based compensation | 52 | | | 47 | | | — | | | — | | | — | | | | | 99 | | | 187 | | | 113 | | | — | | | — | | | — | | | | | 300 | |
| Total operating expenses | 46,863 | | | 5,894 | | | 10,497 | | | 1,318 | | | 6,784 | | | | | 71,356 | | | 25,659 | | | 5,672 | | | 5,547 | | | 738 | | | 2,576 | | | | | 40,192 | |
| OPERATING INCOME (LOSS) | 148 | | | (3,464) | | | (1,046) | | | (841) | | | 4,889 | | | | | (314) | | | (3,200) | | | (2,928) | | | (4,577) | | | (446) | | | 386 | | | | | (10,765) | |
| Other | (260) | | | — | | | (211) | | | — | | | (883) | | | | | (1,354) | | | 3 | | | — | | | (57) | | | (16) | | | (742) | | | | | (812) | |
| INCOME (LOSS) BEFORE INCOME TAXES | (112) | | | (3,464) | | | (1,257) | | | (841) | | | 4,006 | | | | | (1,668) | | | (3,197) | | | (2,928) | | | (4,634) | | | (462) | | | (356) | | | | | (11,577) | |
| Income tax (expense) benefit | (400) | | | 552 | | | 257 | | | — | | | (1,122) | | | | | (713) | | | 525 | | | 559 | | | 1,171 | | | — | | | 155 | | | | | 2,410 | |
| NET INCOME (LOSS) | (512) | | | (2,912) | | | (1,000) | | | (841) | | | 2,884 | | | | | (2,381) | | | (2,672) | | | (2,369) | | | (3,463) | | | (462) | | | (201) | | | | | (9,167) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | 208 | | | 26 | | | | | 234 | | | — | | | — | | | — | | | 120 | | | 158 | | | | | 278 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | — | | | — | | | — | | | | | — | | | — | | | — | | | 497 | | | 122 | | | — | | | | | 619 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | (512) | | | $ | (2,912) | | | $ | (1,000) | | | $ | (633) | | | $ | 2,910 | | | | | $ | (2,147) | | | $ | (2,672) | | | $ | (2,369) | | | $ | (2,966) | | | $ | (220) | | | $ | (43) | | | | | $ | (8,270) | |
| Interest expense | — | | | — | | | 210 | | | — | | | 807 | | | | | 1,017 | | | — | | | — | | | 163 | | | — | | | 724 | | | | | 887 | |
| Amortization of loan costs | — | | | — | | | 15 | | | — | | | 9 | | | | | 24 | | | — | | | — | | | 13 | | | — | | | 5 | | | | | 18 | |
| Depreciation and amortization | 3,034 | | | 3,057 | | | 1,712 | | | 2 | | | 492 | | | | | 8,297 | | | 3,534 | | | 3,157 | | | 1,491 | | | 2 | | | 350 | | | | | 8,534 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 400 | | | (552) | | | (257) | | | — | | | 1,122 | | | | | 713 | | | (525) | | | (559) | | | (1,151) | | | — | | | (155) | | | | | (2,390) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EBITDA | 2,922 | | | (407) | | | 680 | | | (631) | | | 5,340 | | | | | 7,904 | | | 337 | | | 229 | | | (2,450) | | | (218) | | | 881 | | | | | (1,221) | |
| Non-cash stock-based compensation | 332 | | | 18 | | | 13 | | | 1 | | | — | | | | | 364 | | | 56 | | | 10 | | | 12 | | | — | | | — | | | | | 78 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in contingent consideration fair value | — | | | — | | | — | | | — | | | — | | | | | — | | | — | | | — | | | 153 | | | — | | | — | | | | | 153 | |
| Transaction related costs | 154 | | | — | | | — | | | — | | | 194 | | | | | 348 | | | 34 | | | — | | | — | | | — | | | 2 | | | | | 36 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss on disposal of assets | — | | | — | | | 51 | | | — | | | (3) | | | | | 48 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Legal, advisory and settlement costs | 3 | | | — | | | 244 | | | — | | | — | | | | | 247 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| Severance and executive recruiting costs | 16 | | | — | | | — | | | 1 | | | — | | | | | 17 | | | 160 | | | 155 | | | 281 | | | — | | | — | | | | | 596 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 116 | | | 8 | | | — | | | | | 124 | | | — | | | — | | | 105 | | | 9 | | | — | | | | | 114 | |
| Other (gain) loss | — | | | — | | | (136) | | | (1) | | | — | | | | | (137) | | | — | | | — | | | (194) | | | — | | | — | | | | | (194) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted EBITDA | 3,427 | | | (389) | | | 968 | | | (622) | | | 5,531 | | | | | 8,915 | | | 587 | | | 394 | | | (2,093) | | | (209) | | | 883 | | | | | (438) | |
| Interest expense | — | | | — | | | (210) | | | — | | | (807) | | | | | (1,017) | | | — | | | — | | | (163) | | | — | | | (724) | | | | | (887) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | 150 | | | | | 150 | | | — | | | — | | | — | | | — | | | 154 | | | | | 154 | |
| Adjusted income tax (expense) benefit | (1,075) | | | (277) | | | (3) | | | — | | | (973) | | | | | (2,328) | | | (935) | | | (334) | | | 943 | | | — | | | 198 | | | | | (128) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 2,352 | | | $ | (666) | | | $ | 755 | | | $ | (622) | | | $ | 3,901 | | | | | $ | 5,720 | | | $ | (348) | | | $ | 60 | | | $ | (1,313) | | | $ | (209) | | | $ | 511 | | | | | $ | (1,299) | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 0.32 | | | $ | (0.09) | | | $ | 0.10 | | | $ | (0.08) | | | $ | 0.53 | | | | | $ | 0.77 | | | $ | (0.05) | | | $ | 0.01 | | | $ | (0.18) | | | $ | (0.03) | | | $ | 0.07 | | | | | $ | (0.18) | |
| Weighted average diluted shares | 7,430 | | | 7,430 | | | 7,430 | | | 7,430 | | | 7,430 | | | | | 7,430 | | | 7,118 | | | 7,118 | | | 7,118 | | | 7,118 | | | 7,118 | | | | | 7,118 | |
(1) Represents RED Hospitality & Leisure LLC, Pure Wellness, Lismore Capital and Marietta Leasehold L.P.
(2) The sum of the adjusted net income (loss) per diluted share, 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)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, 2021 | | Six Months Ended June 30, 2020 |
| Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services | | Remington | | Premier | | JSAV | | OpenKey | | Other (1) | | | | Hospitality Products & Services |
| REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Hotel Management: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Base management fees | $ | 9,165 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 9,165 | | | $ | 9,815 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 9,815 | |
| Incentive management fees | 1,822 | | | — | | | — | | | — | | | — | | | | | 1,822 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Design and construction fees | — | | | 3,409 | | | — | | | — | | | — | | | | | 3,409 | | | — | | | 5,990 | | | — | | | — | | | — | | | | | 5,990 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Audio visual | — | | | — | | | 13,062 | | | — | | | — | | | | | 13,062 | | | — | | | — | | | 30,644 | | | — | | | — | | | | | 30,644 | |
| Other | 20 | | | — | | | — | | | 931 | | | 21,811 | | | | | 22,762 | | | — | | | — | | | — | | | 814 | | | 9,074 | | | | | 9,888 | |
| Cost reimbursement revenue | 68,378 | | | 965 | | | — | | | — | | | — | | | | | 69,343 | | | 83,100 | | | 1,906 | | | — | | | — | | | — | | | | | 85,006 | |
| Total revenues | 79,385 | | | 4,374 | | | 13,062 | | | 931 | | | 21,811 | | | | | 119,563 | | | 92,915 | | | 7,896 | | | 30,644 | | | 814 | | | 9,074 | | | | | 141,343 | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Salaries and benefits | 5,437 | | | 1,455 | | | 3,022 | | | 1,194 | | | 1,421 | | | | | 12,529 | | | 6,662 | | | 1,608 | | | 4,330 | | | 914 | | | 1,390 | | | | | 14,904 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-cash equity-based compensation | 291 | | | 33 | | | 28 | | | 5 | | | 1 | | | | | 358 | | | (79) | | | 43 | | | 26 | | | 3 | | | — | | | | | (7) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cost of audio visual revenues | — | | | — | | | 11,258 | | | — | | | — | | | | | 11,258 | | | — | | | — | | | 22,746 | | | — | | | — | | | | | 22,746 | |
| Cost of design and construction revenues | — | | | 1,780 | | | — | | | — | | | — | | | | | 1,780 | | | — | | | 2,329 | | | — | | | — | | | — | | | | | 2,329 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | 6,068 | | | 6,113 | | | 937 | | | 8 | | | 834 | | | | | 13,960 | | | 6,911 | | | 6,314 | | | 992 | | | 10 | | | 819 | | | | | 15,046 | |
| General and administrative | 894 | | | 685 | | | 2,515 | | | 1,062 | | | 1,748 | | | | | 6,904 | | | 1,069 | | | 907 | | | 3,725 | | | 508 | | | 1,201 | | | | | 7,410 | |
| Impairment | — | | | — | | | — | | | — | | | — | | | | | — | | | 126,548 | | | 49,524 | | | 2,141 | | | — | | | — | | | | | 178,213 | |
| Other | — | | | — | | | 22 | | | 300 | | | 7,711 | | | | | 8,033 | | | — | | | — | | | 618 | | | 297 | | | 4,636 | | | | | 5,551 | |
| Reimbursed expenses | 68,245 | | | 884 | | | — | | | — | | | — | | | | | 69,129 | | | 82,654 | | | 1,616 | | | — | | | — | | | — | | | | | 84,270 | |
| REIT non-cash equity-based compensation | 133 | | | 81 | | | — | | | — | | | — | | | | | 214 | | | 446 | | | 290 | | | — | | | — | | | — | | | | | 736 | |
| Total operating expenses | 81,068 | | | 11,031 | | | 17,782 | | | 2,569 | | | 11,715 | | | | | 124,165 | | | 224,211 | | | 62,631 | | | 34,578 | | | 1,732 | | | 8,046 | | | | | 331,198 | |
| OPERATING INCOME (LOSS) | (1,683) | | | (6,657) | | | (4,720) | | | (1,638) | | | 10,096 | | | | | (4,602) | | | (131,296) | | | (54,735) | | | (3,934) | | | (918) | | | 1,028 | | | | | (189,855) | |
| Other | (393) | | | — | | | (564) | | | (1) | | | (1,767) | | | | | (2,725) | | | (360) | | | — | | | (783) | | | (6) | | | (1,278) | | | | | (2,427) | |
| INCOME (LOSS) BEFORE INCOME TAXES | (2,076) | | | (6,657) | | | (5,284) | | | (1,639) | | | 8,329 | | | | | (7,327) | | | (131,656) | | | (54,735) | | | (4,717) | | | (924) | | | (250) | | | | | (192,282) | |
| Income tax (expense) benefit | (663) | | | 1,320 | | | 1,077 | | | — | | | (2,209) | | | | | (475) | | | 1,714 | | | 727 | | | 1,037 | | | — | | | 18 | | | | | 3,496 | |
| NET INCOME (LOSS) | (2,739) | | | (5,337) | | | (4,207) | | | (1,639) | | | 6,120 | | | | | (7,802) | | | (129,942) | | | (54,008) | | | (3,680) | | | (924) | | | (232) | | | | | (188,786) | |
| (Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | 411 | | | (82) | | | | | 329 | | | — | | | — | | | — | | | 239 | | | 199 | | | | | 438 | |
| Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | — | | | 152 | | | — | | | | | 152 | | | — | | | — | | | 478 | | | 245 | | | — | | | | | 723 | |
| NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | (2,739) | | | $ | (5,337) | | | $ | (4,207) | | | $ | (1,076) | | | $ | 6,038 | | | | | $ | (7,321) | | | (129,942) | | | (54,008) | | | (3,202) | | | (440) | | | (33) | | | | | (187,625) | |
| Interest expense | — | | | — | | | 413 | | | — | | | 1,578 | | | | | 1,991 | | | — | | | — | | | 390 | | | — | | | 1,444 | | | | | 1,834 | |
| Amortization of loan costs | — | | | — | | | 44 | | | — | | | 17 | | | | | 61 | | | — | | | — | | | 25 | | | — | | | 8 | | | | | 33 | |
| Depreciation and amortization | 6,068 | | | 6,113 | | | 3,438 | | | 4 | | | 987 | | | | | 16,610 | | | 6,911 | | | 6,314 | | | 2,996 | | | 5 | | | 698 | | | | | 16,924 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income tax expense (benefit) | 663 | | | (1,320) | | | (1,077) | | | — | | | 2,209 | | | | | 475 | | | (1,714) | | | (727) | | | (1,039) | | | — | | | (18) | | | | | (3,498) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| EBITDA | 3,992 | | | (544) | | | (1,389) | | | (1,072) | | | 10,829 | | | | | 11,816 | | | (124,745) | | | (48,421) | | | (830) | | | (435) | | | 2,099 | | | | | (172,332) | |
| Non-cash stock-based compensation | 650 | | | 33 | | | 28 | | | 3 | | | — | | | | | 714 | | | 245 | | | 43 | | | 23 | | | 2 | | | — | | | | | 313 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in contingent consideration fair value | — | | | — | | | 22 | | | — | | | — | | | | | 22 | | | — | | | — | | | 613 | | | — | | | (2) | | | | | 611 | |
| Transaction related costs | 159 | | | — | | | — | | | — | | | 213 | | | | | 372 | | | 143 | | | — | | | — | | | — | | | 31 | | | | | 174 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Loss on disposal of assets | — | | | — | | | 573 | | | — | | | (26) | | | | | 547 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Legal, advisory and settlement costs | 25 | | | — | | | 270 | | | — | | | — | | | | | 295 | | | — | | | — | | | — | | | — | | | — | | | | | — | |
| Severance and executive recruiting costs | 61 | | | — | | | — | | | 26 | | | — | | | | | 87 | | | 787 | | | 418 | | | 732 | | | 6 | | | 57 | | | | | 2,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amortization of hotel signing fees and lock subsidies | — | | | — | | | 227 | | | 15 | | | — | | | | | 242 | | | — | | | — | | | 251 | | | 18 | | | — | | | | | 269 | |
| Other (gain) loss | — | | | — | | | (109) | | | (1) | | | — | | | | | (110) | | | — | | | — | | | 283 | | | — | | | — | | | | | 283 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Impairment | — | | | — | | | — | | | — | | | — | | | | | — | | | 126,548 | | | 49,524 | | | 1,878 | | | — | | | — | | | | | 177,950 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted EBITDA | 4,887 | | | (511) | | | (378) | | | (1,029) | | | 11,016 | | | | | 13,985 | | | 2,978 | | | 1,564 | | | 2,950 | | | (409) | | | 2,185 | | | | | 9,268 | |
| Interest expense | — | | | — | | | (413) | | | — | | | (1,578) | | | | | (1,991) | | | — | | | — | | | (390) | | | — | | | (1,444) | | | | | (1,834) | |
| Non-cash interest from finance lease | — | | | — | | | — | | | — | | | 301 | | | | | 301 | | | — | | | — | | | — | | | — | | | 308 | | | | | 308 | |
| Adjusted income tax (expense) benefit | (590) | | | (277) | | | (140) | | | — | | | (2,130) | | | | | (3,137) | | | (910) | | | (640) | | | 594 | | | — | | | 65 | | | | | (891) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 4,297 | | | $ | (788) | | | $ | (931) | | | $ | (1,029) | | | $ | 7,609 | | | | | $ | 9,158 | | | $ | 2,068 | | | $ | 924 | | | $ | 3,154 | | | $ | (409) | | | $ | 1,114 | | | | | $ | 6,851 | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 0.58 | | | $ | (0.11) | | | $ | (0.13) | | | $ | (0.14) | | | $ | 1.03 | | | | | $ | 1.24 | | | $ | 0.29 | | | $ | 0.13 | | | $ | 0.45 | | | $ | (0.06) | | | $ | 0.16 | | | | | $ | 0.98 | |
| Weighted average diluted shares | 7,384 | | | 7,384 | | | 7,384 | | | 7,384 | | | 7,384 | | | | | 7,384 | | | 7,023 | | | 7,023 | | | 7,023 | | | 7,023 | | | 7,023 | | | | | 7,023 | |
(1) Represents RED Hospitality & Leisure LLC, Pure Wellness, Lismore Capital and Marietta Leasehold L.P.
(2) The sum of the adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Hospitality Products & Services total due to rounding.
