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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 FULL YEAR 2022 RESULTS
DALLAS, February 22, 2023 - Ashford Inc., an alternative asset management company with a portfolio of strategic operating businesses (NYSE American: AINC) (“Ashford” or the “Company”), today reported the following results and performance measures for the fourth quarter and full year ended December 31, 2022. Unless otherwise stated, all reported results compare the fourth quarter and full year ended December 31, 2022, with the fourth quarter and full year ended December 31, 2021 (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
FOURTH QUARTER 2022 FINANCIAL HIGHLIGHTS
•Net loss attributable to common stockholders for the quarter was $(10.8) million, or $(3.65) per diluted share. Adjusted net income for the quarter was $13.2 million, or $1.65 per diluted share.
•Total revenue, excluding cost reimbursement revenue, for the quarter was $76.6 million, reflecting a 24% growth rate over the prior year quarter. In the prior year quarter, the Company recognized $5.5 million of Base Advisory Fee revenue from Ashford Hospitality Trust, Inc. (“Ashford Trust”) (NYSE: AHT) which had been deferred in previous quarters.
•Total Advisory Fee revenue from Braemar Hotels & Resorts Inc. (“Braemar”) (NYSE: BHR) in the fourth quarter increased 27% over the prior year quarter.
•Adjusted EBITDA for the quarter was $19.4 million.
•During the quarter, the Company completed a transaction with Ashford Trust whereby the Company transferred its interest in the operating lease for the Hilton Atlanta/Marietta Hotel and Conference Center to Ashford Trust in exchange for the remaining ERFP obligation of $11.4 million.
•At the end of the fourth quarter, the Company had approximately $8.2 billion of gross assets under management.
Ashford Reports Fourth Quarter Results
Page 2
February 22, 2023
•At the end of the fourth quarter, the Company’s advised REITs had total net working capital of $763 million.
•As of December 31, 2022, the Company had corporate cash of approximately $31.7 million.
FULL YEAR 2022 FINANCIAL HIGHLIGHTS
•Net loss attributable to common stockholders for the year was $(32.8) million, or $(11.26) per diluted share. Adjusted net income for the year was $53.6 million, or $6.88 per diluted share. The per diluted share result reflects a growth rate of 32% over the prior year.
•Total revenue, excluding cost reimbursement revenue, for the year was $282.7 million, reflecting a 57% growth rate over the prior year.
•Adjusted EBITDA for the year was $75.7 million, reflecting a 56% growth rate over the prior year.
•For the year, the Company earned an incentive fee under its advisory agreement with Braemar of approximately $0.8 million. The incentive fee will be paid and recognized over three years pursuant to the terms of the advisory agreement.
ASHFORD SECURITIES UPDATE
Ashford Securities is a dedicated capital raising platform created to fund investment opportunities sponsored and asset-managed by Ashford. Ashford Securities recently completed the offering of a non-traded preferred equity security for Braemar placing approximately $460 million. Ashford Securities currently has two offerings in the market: (1) a non-traded preferred equity security for Ashford Trust, and (2) a growth oriented private offering that will target investments in all types of commercial real estate in the state of Texas.
Long term, the Company believes there is a substantial opportunity to grow its assets under management by offering differentiated alternative investment products through Ashford Securities to help investors further diversify their portfolios.
REMINGTON UPDATE
Remington’s high-margin, low-capex Hotel Management business continues to benefit from the recovery in the lodging industry and has experienced significant growth in its third-party business. In the fourth quarter, Remington generated hotel management fee revenue of $13.1 million, Net Income Attributable to the Company of $1.0 million, and Adjusted EBITDA of $6.8 million. Adjusted EBITDA in the fourth quarter reflected a growth rate of 93% over the prior year quarter.
Remington continues to focus on growing its mix of third-party managed hotels, which currently account for approximately 38% of Remington’s managed hotels. At the end of the fourth quarter, Remington managed 118 properties that were open and operating – 45 under third-party management agreements and 73 for Ashford Trust and Braemar – located in 27 states and Washington, D.C. across 23 brands, including 18 independent and boutique properties.
INSPIRE UPDATE
INSPIRE is an event technology company that provides an integrated suite of audio-visual services, including show and event services, hospitality services, creative services, and design and integration, making it a leading single-source solution for its clients’ meeting and event needs. INSPIRE has seen its hospitality business rebound very strongly over the past two quarters as both corporate and social groups have been eager to gather. It has seen a similar recovery in its show services segment. In the fourth quarter, INSPIRE had revenue of $34.2 million, Net Income Attributable to the Company of $1.6 million, and Adjusted EBITDA of $4.6 million. Fourth quarter revenue growth was 57% over the prior year quarter.
Ashford Reports Fourth Quarter Results
Page 3
February 22, 2023
PREMIER UPDATE
Premier provides comprehensive and cost-effective architecture, design, development, and project management services. It also provides project oversight, coordination, planning, and execution of renovation, capital expenditure and ground-up development projects. Premier is responsible for managing and implementing substantially all capital improvements at Ashford Trust and Braemar hotels. Additionally, it has extensive experience working with major hotel brands in renovating, converting, developing and repositioning hotels. Similar to Remington, Premier has also made a concerted effort to grow its third-party business, and through the end of the fourth quarter, Premier had signed 53 third-party engagements, totaling $18.8 million in fees. In the fourth quarter, Premier generated $6.6 million of design and construction fee revenue, Net Loss Attributable to the Company of $(0.1) million, and Adjusted EBITDA of $2.7 million.
RED HOSPITALITY & LEISURE UPDATE
RED Hospitality is a leading provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands (“USVI”), Puerto Rico, Florida and Turks & Caicos. RED Hospitality has continued to benefit from the resurgence in leisure travel and the desire of consumers for unique and memorable experiences. RED Hospitality has several opportunities for expansion into additional Ashford-advised and third-party hotels in the USVI, elsewhere in the Caribbean, and in U.S. coastal markets. Despite the short-term impact of Hurricanes Ian and Fiona in the fourth quarter, RED Hospitality generated $6.0 million of revenue, Net Loss Attributable to the Company of $(0.4) million, and $0.5 million of Adjusted EBITDA.
FINANCIAL RESULTS
Net loss attributable to common stockholders for the quarter totaled $(10.8) million, or $(3.65) per diluted share. Adjusted net income for the quarter was $13.2 million, or $1.65 per diluted share.
For the quarter ended December 31, 2022, base advisory fee revenue was $12.0 million. The base advisory fee revenue in the fourth quarter was comprised of $8.6 million from Ashford Trust and $3.4 million from Braemar.
Adjusted EBITDA for the quarter was $19.4 million.
CAPITAL STRUCTURE
At the end of the fourth quarter of 2022, the Company had approximately $8.2 billion of gross assets under management from its advised platforms. The Company had corporate cash of $31.7 million and 8.0 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 $99.1 million of loans as of December 31, 2022, of which approximately $45,000 related to its joint venture partners’ share of such loans.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
•Reported Adjusted EBITDAre of $69.1 million for the fourth quarter.
•Extended its JPMorgan Chase – 8 hotels loan for an additional year with a paydown of $50 million.
•To date, has issued approximately $4 million of its non-traded preferred stock.
BRAEMAR HOTELS & RESORTS HIGHLIGHTS
•Reported Adjusted EBITDAre of $39.2 million for the fourth quarter.
•Fourth quarter RevPAR for Braemar was $301, which exceeded fourth quarter 2019 RevPAR by 20%.
Ashford Reports Fourth Quarter Results
Page 4
February 22, 2023
•Recently completed the offering of its non-traded preferred stock, issuing approximately $460 million.
•Completed the acquisition of the Four Seasons Resort Scottsdale at Troon North for $267.8 million.
•Braemar’s Board increased its common stock dividend and authorized a $25 million share repurchase program, which has now been completed.
“Ashford delivered strong fourth quarter results, and we remain confident that the Ashford group of companies is well-positioned to capitalize on the recovery we continue to see in the hospitality industry,” commented Monty J. Bennett, Ashford’s Chairman and Chief Executive Officer. “Looking at our advised platforms, our REITs are well positioned, and both continue to benefit from the strong demand trends we are seeing across the lodging industry. Braemar has the highest quality portfolio in the public markets and has been benefiting from its resort-heavy focus while its urban hotels continue to significantly ramp up as corporate transient and group demand rebound. Ashford Trust’s high-quality, geographically diverse portfolio is also benefiting from increased demand and notable rate increases in many key markets. Looking ahead, we believe both of our advised REITs are poised for further growth in 2023 and beyond.”
Mr. Bennett continued, “Our growth in the quarter was led by Remington and INSPIRE. Premier, which continues to benefit from the ramp up in capital spending at our advised REITs and expansion of its third-party business, also realized strong growth during the quarter. We remain pleased that Ashford Securities continues to accelerate the pace at which our advised platforms can raise capital, and we are very excited about our first investment offering outside of the hospitality industry.” Mr. Bennett added, “Moving forward, we believe the lodging industry will continue to experience growth and our advised REITs remain well-positioned. Additionally, the corporate financing that we closed earlier this year gives us access to attractive capital to continue to grow our platform and consider additional strategic bolt-on acquisitions. With our talented and dedicated management team, I am excited about the future for our Company.”
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company will conduct a conference call on Thursday, February 23, 2023, at 12:00 p.m. ET. The number to call for this interactive teleconference is (201) 689-8263. A replay of the conference call will be available through Thursday, March 2, 2023, by dialing (412) 317-6671 and entering the confirmation number, 13734834.
The Company will also provide an online simulcast and rebroadcast of its fourth quarter 2022 earnings release conference call. The live broadcast of the Company’s quarterly conference call will be available online at the Company’s website, www.ashfordinc.com on Thursday, February 23, 2023, beginning at 12:00 p.m. ET. The online replay will follow shortly after the call and continue for approximately one year.
Included in this press release are certain supplemental measures of performance, which are not measures of operating performance under GAAP, to assist investors in evaluating the Company’s historical or future financial performance. These supplemental measures include adjusted earnings before interest, tax, depreciation and amortization (“Adjusted EBITDA”) and Adjusted Net Income. We believe that Adjusted EBITDA and Adjusted Net Income provide investors and management with a meaningful indicator of operating performance. Management also uses Adjusted EBITDA and Adjusted Net Income, among other measures, to evaluate profitability. We calculate Adjusted EBITDA by subtracting or adding to net income (loss): interest expense, income taxes, depreciation, amortization, net income (loss) to noncontrolling interests, transaction costs, and other expenses. We calculate Adjusted Net Income by subtracting or adding to net income (loss): net income (loss) to noncontrolling interests, transaction costs, and other expenses. Our methodology for calculating Adjusted EBITDA and Adjusted Net Income may differ from
Ashford Reports Fourth Quarter Results
Page 5
February 22, 2023
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 is an alternative asset management company with a portfolio of strategic operating businesses that provides global asset management, investment management and related services to the real estate and hospitality sectors.
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Inc.’s control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to maintain compliance with NYSE American LLC continued listing standards; our ability to regain Form S-3 eligibility; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock and preferred stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the Company’s filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts) | | | | | | | | | | | |
| December 31, 2022 | | December 31, 2021 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 44,390 | | | $ | 37,571 | |
Restricted cash | 37,058 | | | 34,878 | |
Restricted investment | 303 | | | 576 | |
| | | |
Accounts receivable, net | 17,615 | | | 10,502 | |
Due from affiliates | 463 | | | 165 | |
Due from Ashford Trust | — | | | 2,575 | |
Due from Braemar | 11,828 | | | 1,144 | |
| | | |
Inventories | 2,143 | | | 1,555 | |
Prepaid expenses and other | 11,226 | | | 9,490 | |
| | | |
Total current assets | 125,026 | | | 98,456 | |
Investments in unconsolidated entities | 4,217 | | | 3,581 | |
Property and equipment, net | 41,791 | | | 83,566 | |
Operating lease right-of-use assets | 23,844 | | | 26,975 | |
| | | |
Goodwill | 58,675 | | | 56,622 | |
Intangible assets, net | 226,544 | | | 244,726 | |
Other assets, net | 2,259 | | | 870 | |
Total assets | $ | 482,356 | | | $ | 514,796 | |
LIABILITIES | | | |
Current liabilities: | | | |
Accounts payable and accrued expenses | $ | 56,079 | | | $ | 39,897 | |
Dividends payable | 27,285 | | | 34,574 | |
Due to affiliates | 15 | | | — | |
Due to Ashford Trust | 1,197 | | | — | |
| | | |
| | | |
Deferred income | 444 | | | 2,937 | |
| | | |
Notes payable, net | 5,195 | | | 6,725 | |
Finance lease liabilities | 1,456 | | | 1,065 | |
Operating lease liabilities | 3,868 | | | 3,628 | |
Other liabilities | 25,630 | | | 25,899 | |
Total current liabilities | 121,169 | | | 114,725 | |
| | | |
Deferred income | 7,356 | | | 7,968 | |
Deferred tax liability, net | 27,873 | | | 32,848 | |
Deferred compensation plan | 2,849 | | | 3,326 | |
Notes payable, net | 89,680 | | | 52,669 | |
Finance lease liabilities | 1,962 | | | 43,479 | |
Operating lease liabilities | 20,082 | | | 23,477 | |
Other liabilities | 3,237 | | | — | |
Total liabilities | 274,208 | | | 278,492 | |
| | | |
MEZZANINE EQUITY | | | |
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding as of December 31, 2022 and December 31, 2021 | 478,000 | | | 478,000 | |
Redeemable noncontrolling interests | 1,614 | | | 69 | |
EQUITY (DEFICIT) | | | |
| | | |
| | | |
Common stock, 100,000,000 shares authorized, $0.001 par value, 3,181,585 and 3,072,688 shares issued and 3,110,044 and 3,023,002 shares outstanding at December 31, 2022 and December 31, 2021, respectively | 3 | | | 3 | |
Additional paid-in capital | 297,715 | | | 294,395 | |
Accumulated deficit | (568,482) | | | (534,999) | |
Accumulated other comprehensive income (loss) | 78 | | | (1,206) | |
Treasury stock, at cost, 71,541 and 49,686 shares at December 31, 2022 and December 31, 2021, respectively | (947) | | | (596) | |
Total equity (deficit) of the Company | (271,633) | | | (242,403) | |
Noncontrolling interests in consolidated entities | 167 | | | 638 | |
Total equity (deficit) | (271,466) | | | (241,765) | |
Total liabilities, mezzanine equity and equity (deficit) | $ | 482,356 | | | $ | 514,796 | |
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Three Months Ended | | Year Ended |
| December 31, | | December 31, |
| 2022 | | 2021 | | 2022 | | 2021 |
REVENUE | | | | | | | |
Advisory services fees: | | | | | | | |
Base advisory fees | $ | 11,955 | | | $ | 17,302 | | | $ | 47,592 | | | $ | 47,045 | |
Incentive advisory fees | 268 | | | — | | | 268 | | | — | |
| | | | | | | |
| | | | | | | |
Other advisory revenue | 132 | | | 132 | | | 521 | | | 521 | |
Hotel management fees: | | | | | | | |
Base management fees | 9,129 | | | 5,960 | | | 34,072 | | | 21,291 | |
Incentive management fees | 2,420 | | | 1,563 | | | 8,533 | | | 4,969 | |
| | | | | | | |
| | | | | | | |
Other management fees | 1,525 | | | — | | | 3,943 | | | — | |
Design and construction fees | 6,629 | | | 3,946 | | | 22,167 | | | 9,557 | |
| | | | | | | |
Audio visual | 34,160 | | | 21,710 | | | 121,261 | | | 49,880 | |
Other | 10,410 | | | 11,430 | | | 44,312 | | | 47,329 | |
Cost reimbursement revenue | 101,784 | | | 66,558 | | | 361,763 | | | 203,975 | |
Total revenues | 178,412 | | | 128,601 | | | 644,432 | | | 384,567 | |
EXPENSES | | | | | | | |
Salaries and benefits | 21,302 | | | 17,436 | | | 72,988 | | | 61,392 | |
Stock/unit-based compensation | 454 | | | 903 | | | 4,045 | | | 4,553 | |
Cost of revenues for design and construction | 2,454 | | | 1,293 | | | 8,359 | | | 4,105 | |
Cost of revenues for audio visual | 23,944 | | | 15,632 | | | 84,986 | | | 38,243 | |
Depreciation and amortization | 8,026 | | | 8,144 | | | 31,766 | | | 32,598 | |
General and administrative | 8,067 | | | 6,795 | | | 33,492 | | | 25,594 | |
Impairment | — | | | — | | | — | | | 1,160 | |
Other | 8,942 | | | 4,771 | | | 25,828 | | | 18,199 | |
Reimbursed expenses | 101,710 | | | 66,802 | | | 361,375 | | | 203,956 | |
Total operating expenses | 174,899 | | | 121,776 | | | 622,839 | | | 389,800 | |
OPERATING INCOME (LOSS) | 3,513 | | | 6,825 | | | 21,593 | | | (5,233) | |
| | | | | | | |
| | | | | | | |
Equity in earnings (loss) of unconsolidated entities | 282 | | | 34 | | | 392 | | | (126) | |
Interest expense | (3,215) | | | (1,299) | | | (9,996) | | | (5,144) | |
Amortization of loan costs | (237) | | | (113) | | | (761) | | | (322) | |
Interest income | 176 | | | 78 | | | 371 | | | 285 | |
| | | | | | | |
| | | | | | | |
Realized gain (loss) on investments | (47) | | | — | | | (121) | | | (3) | |
Other income (expense) | 109 | | | (181) | | | (25) | | | (437) | |
INCOME (LOSS) BEFORE INCOME TAXES | 581 | | | 5,344 | | | 11,453 | | | (10,980) | |
Income tax (expense) benefit | (2,559) | | | (1,388) | | | (8,530) | | | 162 | |
NET INCOME (LOSS) | (1,978) | | | 3,956 | | | 2,923 | | | (10,818) | |
(Income) loss from consolidated entities attributable to noncontrolling interests | 341 | | | 169 | | | 1,171 | | | 678 | |
Net (income) loss attributable to redeemable noncontrolling interests | (158) | | | 7 | | | (448) | | | 215 | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | (1,795) | | | 4,132 | | | 3,646 | | | (9,925) | |
Preferred dividends, declared and undeclared | (9,036) | | | (8,999) | | | (36,458) | | | (35,000) | |
Amortization of preferred stock discount | — | | | (120) | | | — | | | (1,053) | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (10,831) | | | $ | (4,987) | | | $ | (32,812) | | | $ | (45,978) | |
| | | | | | | |
INCOME (LOSS) PER SHARE - BASIC AND DILUTED | | | | | | | |
Basic: | | | | | | | |
Net income (loss) attributable to common stockholders | $ | (3.65) | | | $ | (1.79) | | | $ | (11.26) | | | $ | (16.68) | |
Weighted average common shares outstanding - basic | 2,968 | | | 2,785 | | | 2,915 | | | 2,756 | |
Diluted: | | | | | | | |
Net income (loss) attributable to common stockholders | $ | (3.65) | | | $ | (1.79) | | | $ | (11.26) | | | $ | (16.68) | |
Weighted average common shares outstanding - diluted | 2,968 | | | 2,785 | | | 2,915 | | | 2,756 | |
| | | | | | | |
| | | | | | | |
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, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net income (loss) | $ | (1,978) | | | $ | 3,956 | | | $ | 2,923 | | | $ | (10,818) | |
(Income) loss from consolidated entities attributable to noncontrolling interests | 341 | | | 169 | | | 1,171 | | | 678 | |
Net (income) loss attributable to redeemable noncontrolling interests | (158) | | | 7 | | | (448) | | | 215 | |
Net income (loss) attributable to the company | (1,795) | | | 4,132 | | | 3,646 | | | (9,925) | |
Interest expense | 3,214 | | | 1,303 | | | 9,997 | | | 5,150 | |
Amortization of loan costs | 237 | | | 113 | | | 761 | | | 327 | |
Depreciation and amortization | 9,276 | | | 9,263 | | | 37,058 | | | 37,609 | |
Income tax expense (benefit) | 2,559 | | | 1,388 | | | 8,530 | | | (162) | |
| | | | | | | |
Net income (loss) attributable to unitholders redeemable noncontrolling interests | 158 | | | (7) | | | 448 | | | (63) | |
EBITDA | 13,649 | | | 16,192 | | | 60,440 | | | 32,936 | |
Deferred compensation plans | 90 | | | 481 | | | (477) | | | 1,671 | |
Stock/unit-based compensation | 454 | | | 897 | | | 4,117 | | | 4,949 | |
Change in contingent consideration fair value | 350 | | | — | | | 650 | | | 22 | |
Transaction costs | 113 | | | 1,187 | | | 2,451 | | | 3,424 | |
| | | | | | | |
Loss on disposal of assets | 2,230 | | | 272 | | | 3,052 | | | 1,595 | |
| | | | | | | |
Reimbursed software costs, net | (74) | | | (187) | | | (386) | | | (507) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Legal, advisory and settlement costs | 135 | | | 168 | | | 1,298 | | | 1,820 | |
Severance and executive recruiting costs | 1,009 | | | 285 | | | 2,468 | | | 1,330 | |
| | | | | | | |
Amortization of hotel signing fees and lock subsidies | 85 | | | 141 | | | 596 | | | 518 | |
Other (gain) loss | 1,320 | | | 52 | | | 1,476 | | | (553) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Impairment | — | | | — | | | — | | | 1,160 | |
| | | | | | | |
Adjusted EBITDA | $ | 19,361 | | | $ | 19,488 | | | $ | 75,685 | | | $ | 48,365 | |
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, |
| 2022 | | 2021 | | 2022 | | 2021 |
Net income (loss) | $ | (1,978) | | | $ | 3,956 | | | $ | 2,923 | | | $ | (10,818) | |
(Income) loss from consolidated entities attributable to noncontrolling interests | 341 | | | 169 | | | 1,171 | | | 678 | |
Net (income) loss attributable to redeemable noncontrolling interests | (158) | | | 7 | | | (448) | | | 215 | |
Preferred dividends, declared and undeclared | (9,036) | | | (8,999) | | | (36,458) | | | (35,000) | |
Amortization of preferred stock discount | — | | | (120) | | | — | | | (1,053) | |
Net income (loss) attributable to common stockholders | (10,831) | | | (4,987) | | | (32,812) | | | (45,978) | |
Amortization of loan costs | 237 | | | 113 | | | 761 | | | 327 | |
Depreciation and amortization | 9,276 | | | 9,263 | | | 37,058 | | | 37,609 | |
Net income (loss) attributable to unitholders redeemable noncontrolling interests | 158 | | | (7) | | | 448 | | | (63) | |
Preferred dividends, declared and undeclared | 9,036 | | | 8,999 | | | 36,458 | | | 35,000 | |
Amortization of preferred stock discount | — | | | 120 | | | — | | | 1,053 | |
Deferred compensation plans | 90 | | | 481 | | | (477) | | | 1,671 | |
Stock/unit-based compensation | 454 | | | 897 | | | 4,117 | | | 4,949 | |
| | | | | | | |
Change in contingent consideration fair value | 350 | | | — | | | 650 | | | 22 | |
Transaction costs | 113 | | | 1,187 | | | 2,451 | | | 3,424 | |
| | | | | | | |
Loss on disposal of assets | 2,230 | | | 272 | | | 3,052 | | | 1,595 | |
Non-cash interest from finance lease | 246 | | | 142 | | | 733 | | | 643 | |
| | | | | | | |
Reimbursed software costs, net | (74) | | | (187) | | | (386) | | | (507) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Legal, advisory and settlement costs | 135 | | | 168 | | | 1,298 | | | 1,820 | |
| | | | | | | |
Severance and executive recruiting costs | 1,009 | | | 285 | | | 2,468 | | | 1,330 | |
| | | | | | | |
Amortization of hotel signing fees and lock subsidies | 85 | | | 141 | | | 596 | | | 518 | |
Other (gain) loss | 1,320 | | | 52 | | | 1,476 | | | (553) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
Impairment | — | | | — | | | — | | | 1,160 | |
GAAP income tax expense (benefit) | 2,559 | | | 1,388 | | | 8,530 | | | (162) | |
Adjusted income tax (expense) benefit (1) | (3,195) | | | (1,275) | | | (12,788) | | | (4,893) | |
Adjusted net income available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 13,198 | | | $ | 17,052 | | | $ | 53,633 | | | $ | 38,965 | |
Adjusted net income per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 1.65 | | | $ | 2.24 | | | $ | 6.88 | | | $ | 5.20 | |
Weighted average diluted shares | 7,976 | | | 7,623 | | | 7,793 | | | 7,492 | |
| | | | | | | |
Components of weighted average diluted shares | | | | | | | |
Common shares | 2,968 | | | 2,785 | | | 2,915 | | | 2,756 | |
Series D convertible preferred stock | 4,223 | | | 4,324 | | | 4,219 | | | 4,265 | |
Deferred compensation plan | 206 | | | 196 | | | 204 | | | 198 | |
| | | | | | | |
| | | | | | | |
Acquisition related shares | 383 | | | 122 | | | 298 | | | 145 | |
Restricted shares and units | 196 | | | 196 | | | 157 | | | 128 | |
| | | | | | | |
Weighted average diluted shares | 7,976 | | | 7,623 | | | 7,793 | | | 7,492 | |
| | | | | | | |
Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit | | | | | | | |
| | | | | | | |
| | | | | | | |
GAAP income tax (expense) benefit | $ | (2,559) | | | $ | (1,388) | | | $ | (8,530) | | | $ | 162 | |
Less deferred income tax (expense) benefit | 636 | | | (113) | | | 4,258 | | | 5,055 | |
| | | | | | | |
| | | | | | | |
Adjusted income tax (expense) benefit (1) | $ | (3,195) | | | $ | (1,275) | | | $ | (12,788) | | | $ | (4,893) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
(1) Income tax expense (benefit) is adjusted to exclude the effects of deferred income tax expense (benefit) because current income tax expense (benefit) (i) provides a more accurate period-over-period comparison of the ongoing operating performance of our advisory and products and services businesses, and (ii) provides more useful information to investors regarding our economic performance. See Note 16 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.
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, 2022 | | Three Months Ended December 31, 2021 |
| REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
REVENUE | | | | | | | | | | | | | | | |
Advisory services fees: | | | | | | | | | | | | | | | |
Base advisory fees - Trust | $ | 8,600 | | | $ | — | | | $ | — | | | $ | 8,600 | | | $ | 14,477 | | | $ | — | | | $ | — | | | $ | 14,477 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Base advisory fees - Braemar | 3,355 | | | — | | | — | | | 3,355 | | | 2,825 | | | — | | | — | | | 2,825 | |
Incentive advisory fees - Braemar | 268 | | | — | | | — | | | 268 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Other advisory revenue - Braemar | 132 | | | — | | | — | | | 132 | | | 132 | | | — | | | — | | | 132 | |
Hotel management fees: | | | | | | | | | | | | | | | |
Base management fees | — | | | 9,129 | | | — | | | 9,129 | | | — | | | 5,960 | | | — | | | 5,960 | |
Incentive management fees | — | | | 2,420 | | | — | | | 2,420 | | | — | | | 1,563 | | | — | | | 1,563 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Other management fees | — | | | 1,525 | | | — | | | 1,525 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
Design and construction fees | — | | | 6,629 | | | — | | | 6,629 | | | — | | | 3,946 | | | — | | | 3,946 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Audio visual | — | | | 34,160 | | | — | | | 34,160 | | | — | | | 21,710 | | | — | | | 21,710 | |
Other | 142 | | | 10,268 | | | — | | | 10,410 | | | 20 | | | 11,410 | | | — | | | 11,430 | |
Cost reimbursement revenue | 6,183 | | | 91,056 | | | 4,545 | | | 101,784 | | | 7,412 | | | 58,298 | | | 848 | | | 66,558 | |
Total revenues | 18,680 | | | 155,187 | | | 4,545 | | | 178,412 | | | 24,866 | | | 102,887 | | | 848 | | | 128,601 | |
EXPENSES | | | | | | | | | | | | | | | |
Salaries and benefits | — | | | 12,556 | | | 8,656 | | | 21,212 | | | — | | | 8,897 | | | 8,058 | | | 16,955 | |
Deferred compensation plans | — | | | 12 | | | 78 | | | 90 | | | — | | | 70 | | | 411 | | | 481 | |
Stock/unit-based compensation | — | | | 54 | | | 400 | | | 454 | | | — | | | 77 | | | 826 | | | 903 | |
| | | | | | | | | | | | | | | |
Cost of audio visual revenues | — | | | 23,944 | | | — | | | 23,944 | | | — | | | 15,632 | | | — | | | 15,632 | |
Cost of design and construction revenues | — | | | 2,454 | | | — | | | 2,454 | | | — | | | 1,293 | | | — | | | 1,293 | |
| | | | | | | | | | | | | | | |
Depreciation and amortization | 852 | | | 7,105 | | | 69 | | | 8,026 | | | 986 | | | 7,006 | | | 152 | | | 8,144 | |
General and administrative | — | | | 7,689 | | | 378 | | | 8,067 | | | — | | | 4,693 | | | 2,102 | | | 6,795 | |
| | | | | | | | | | | | | | | |
Other | 2,122 | | | 6,820 | | | — | | | 8,942 | | | — | | | 4,798 | | | (27) | | | 4,771 | |
Reimbursed expenses | 3,166 | | | 91,009 | | | 4,545 | | | 98,720 | | | 2,346 | | | 58,186 | | | 848 | | | 61,380 | |
REIT stock/unit-based compensation | 2,943 | | | 47 | | | — | | | 2,990 | | | 5,310 | | | 112 | | | — | | | 5,422 | |
Total operating expenses | 9,083 | | | 151,690 | | | 14,126 | | | 174,899 | | | 8,642 | | | 100,764 | | | 12,370 | | | 121,776 | |
OPERATING INCOME (LOSS) | 9,597 | | | 3,497 | | | (9,581) | | | 3,513 | | | 16,224 | | | 2,123 | | | (11,522) | | | 6,825 | |
Other | — | | | (752) | | | (2,180) | | | (2,932) | | | — | | | (1,199) | | | (282) | | | (1,481) | |
INCOME (LOSS) BEFORE INCOME TAXES | 9,597 | | | 2,745 | | | (11,761) | | | 581 | | | 16,224 | | | 924 | | | (11,804) | | | 5,344 | |
Income tax (expense) benefit | (2,210) | | | (2,255) | | | 1,906 | | | (2,559) | | | (3,953) | | | (348) | | | 2,913 | | | (1,388) | |
NET INCOME (LOSS) | 7,387 | | | 490 | | | (9,855) | | | (1,978) | | | 12,271 | | | 576 | | | (8,891) | | | 3,956 | |
(Income) loss from consolidated entities attributable to noncontrolling interests | — | | | 341 | | | — | | | 341 | | | — | | | 169 | | | — | | | 169 | |
Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | (158) | | | (158) | | | — | | | — | | | 7 | | | 7 | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 7,387 | | | 831 | | | (10,013) | | | (1,795) | | | 12,271 | | | 745 | | | (8,884) | | | 4,132 | |
Preferred dividends, declared and undeclared | — | | | — | | | (9,036) | | | (9,036) | | | — | | | — | | | (8,999) | | | (8,999) | |
Amortization of preferred stock discount | — | | | — | | | — | | | — | | | — | | | — | | | (120) | | | (120) | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 7,387 | | | $ | 831 | | | $ | (19,049) | | | $ | (10,831) | | | $ | 12,271 | | | $ | 745 | | | $ | (18,003) | | | $ | (4,987) | |
| | | | | | | | | | | | | | | (Continued) |
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT
(unaudited, in thousands, except per share amounts) (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2022 | | Three Months Ended December 31, 2021 |
| REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 7,387 | | | $ | 831 | | | $ | (19,049) | | | $ | (10,831) | | | $ | 12,271 | | | $ | 745 | | | $ | (18,003) | | | $ | (4,987) | |
Preferred dividends, declared and undeclared | — | | | — | | | 9,036 | | | 9,036 | | | — | | | — | | | 8,999 | | | 8,999 | |
Amortization of preferred stock discount | — | | | — | | | — | | | — | | | — | | | — | | | 120 | | | 120 | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 7,387 | | | 831 | | | (10,013) | | | (1,795) | | | 12,271 | | | 745 | | | (8,884) | | | 4,132 | |
Interest expense | — | | | 1,155 | | | 2,059 | | | 3,214 | | | — | | | 1,040 | | | 263 | | | 1,303 | |
Amortization of loan costs | — | | | 47 | | | 190 | | | 237 | | | — | | | 91 | | | 22 | | | 113 | |
Depreciation and amortization | 852 | | | 8,355 | | | 69 | | | 9,276 | | | 986 | | | 8,125 | | | 152 | | | 9,263 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Income tax expense (benefit) | 2,210 | | | 2,255 | | | (1,906) | | | 2,559 | | | 3,953 | | | 348 | | | (2,913) | | | 1,388 | |
| | | | | | | | | | | | | | | |
Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | 158 | | | 158 | | | — | | | — | | | (7) | | | (7) | |
EBITDA | 10,449 | | | 12,643 | | | (9,443) | | | 13,649 | | | 17,210 | | | 10,349 | | | (11,367) | | | 16,192 | |
Deferred compensation plans | — | | | 12 | | | 78 | | | 90 | | | — | | | 70 | | | 411 | | | 481 | |
Stock/unit-based compensation | — | | | 55 | | | 399 | | | 454 | | | — | | | 70 | | | 827 | | | 897 | |
Change in contingent consideration fair value | — | | | 350 | | | — | | | 350 | | | — | | | — | | | — | | | — | |
Transaction costs | — | | | 751 | | | (638) | | | 113 | | | — | | | 427 | | | 760 | | | 1,187 | |
| | | | | | | | | | | | | | | |
Loss on disposal of assets | 2,122 | | | 108 | | | — | | | 2,230 | | | — | | | 272 | | | — | | | 272 | |
| | | | | | | | | | | | | | | |
Reimbursed software costs, net | (74) | | | — | | | — | | | (74) | | | (187) | | | — | | | — | | | (187) | |
| | | | | | | | | | | | | | | |
Legal, advisory and settlement costs | — | | | 53 | | | 82 | | | 135 | | | — | | | 86 | | | 82 | | | 168 | |
Severance and executive recruiting costs | — | | | 19 | | | 990 | | | 1,009 | | | — | | | 17 | | | 268 | | | 285 | |
| | | | | | | | | | | | | | | |
Amortization of hotel signing fees and lock subsidies | — | | | 85 | | | — | | | 85 | | | — | | | 141 | | | — | | | 141 | |
Other (gain) loss | — | | | 1,320 | | | — | | | 1,320 | | | — | | | 52 | | | — | | | 52 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Adjusted EBITDA | 12,497 | | | 15,396 | | | (8,532) | | | 19,361 | | | 17,023 | | | 11,484 | | | (9,019) | | | 19,488 | |
Interest expense | — | | | (1,155) | | | (2,059) | | | (3,214) | | | — | | | (1,040) | | | (263) | | | (1,303) | |
Non-cash interest from finance lease | — | | | 246 | | | — | | | 246 | | | — | | | 142 | | | — | | | 142 | |
Adjusted income tax (expense) benefit | (3,098) | | | (2,736) | | | 2,639 | | | (3,195) | | | (4,332) | | | (1,318) | | | 4,375 | | | (1,275) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 9,399 | | | $ | 11,751 | | | $ | (7,952) | | | $ | 13,198 | | | $ | 12,691 | | | $ | 9,268 | | | $ | (4,907) | | | $ | 17,052 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (1) | $ | 2.49 | | | $ | 0.28 | | | $ | (6.42) | | | $ | (3.65) | | | $ | 4.41 | | | $ | 0.27 | | | $ | (6.46) | | | $ | (1.79) | |
Weighted average common shares outstanding - diluted | 2,968 | | | 2,968 | | | 2,968 | | | 2,968 | | | 2,785 | | | 2,785 | | | 2,785 | | | 2,785 | |
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1) | $ | 1.18 | | | $ | 1.47 | | | $ | (1.00) | | | $ | 1.65 | | | $ | 1.66 | | | $ | 1.22 | | | $ | (0.64) | | | $ | 2.24 | |
Weighted average diluted shares | 7,976 | | | 7,976 | | | 7,976 | | | 7,976 | | | 7,623 | | | 7,623 | | | 7,623 | | | 7,623 | |
(1) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the segments, may differ from the consolidated total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 | | Year Ended December 31, 2021 |
| REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
REVENUE | | | | | | | | | | | | | | | |
Advisory services fees: | | | | | | | | | | | | | | | |
Base advisory fees - Trust | $ | 34,802 | | | $ | — | | | $ | — | | | $ | 34,802 | | | $ | 36,239 | | | $ | — | | | $ | — | | | $ | 36,239 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Base advisory fees - Braemar | 12,790 | | | — | | | — | | | 12,790 | | | 10,806 | | | — | | | — | | | 10,806 | |
Incentive advisory fees - Braemar | 268 | | | — | | | — | | | 268 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Other advisory revenue - Braemar | 521 | | | — | | | — | | | 521 | | | 521 | | | — | | | — | | | 521 | |
Hotel management fees: | | | | | | | | | | | | | | | |
Base management fees | — | | | 34,072 | | | — | | | 34,072 | | | — | | | 21,291 | | | — | | | 21,291 | |
Incentive management fees | — | | | 8,533 | | | — | | | 8,533 | | | — | | | 4,969 | | | — | | | 4,969 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Other management fees | — | | | 3,943 | | | — | | | 3,943 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | |
Design and construction fees | — | | | 22,167 | | | — | | | 22,167 | | | — | | | 9,557 | | | — | | | 9,557 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Audio visual | — | | | 121,261 | | | — | | | 121,261 | | | — | | | 49,880 | | | — | | | 49,880 | |
Other | 157 | | | 44,155 | | | — | | | 44,312 | | | 81 | | | 47,248 | | | — | | | 47,329 | |
Cost reimbursement revenue | 28,809 | | | 319,975 | | | 12,979 | | | 361,763 | | | 26,968 | | | 174,398 | | | 2,609 | | | 203,975 | |
Total revenues | 77,347 | | | 554,106 | | | 12,979 | | | 644,432 | | | 74,615 | | | 307,343 | | | 2,609 | | | 384,567 | |
EXPENSES | | | | | | | | | | | | | | | |
Salaries and benefits | — | | | 41,341 | | | 32,124 | | | 73,465 | | | — | | | 28,590 | | | 31,131 | | | 59,721 | |
Deferred compensation plans | — | | | 65 | | | (542) | | | (477) | | | — | | | 70 | | | 1,601 | | | 1,671 | |
Stock/unit-based compensation | — | | | 324 | | | 3,721 | | | 4,045 | | | — | | | 520 | | | 4,033 | | | 4,553 | |
| | | | | | | | | | | | | | | |
Cost of audio visual revenues | — | | | 84,986 | | | — | | | 84,986 | | | — | | | 38,243 | | | — | | | 38,243 | |
Cost of design and construction revenues | — | | | 8,359 | | | — | | | 8,359 | | | — | | | 4,105 | | | — | | | 4,105 | |
| | | | | | | | | | | | | | | |
Depreciation and amortization | 3,410 | | | 27,953 | | | 403 | | | 31,766 | | | 4,039 | | | 27,966 | | | 593 | | | 32,598 | |
General and administrative | — | | | 26,017 | | | 7,475 | | | 33,492 | | | — | | | 16,373 | | | 9,221 | | | 25,594 | |
Impairment | — | | | — | | | — | | | — | | | — | | | 1,160 | | | — | | | 1,160 | |
Other | 2,828 | | | 22,970 | | | 30 | | | 25,828 | | | 645 | | | 17,555 | | | (1) | | | 18,199 | |
Reimbursed expenses | 12,576 | | | 319,714 | | | 12,979 | | | 345,269 | | | 8,271 | | | 173,978 | | | 2,609 | | | 184,858 | |
REIT stock/unit-based compensation | 15,845 | | | 261 | | | — | | | 16,106 | | | 18,678 | | | 420 | | | — | | | 19,098 | |
Total operating expenses | 34,659 | | | 531,990 | | | 56,190 | | | 622,839 | | | 31,633 | | | 308,980 | | | 49,187 | | | 389,800 | |
OPERATING INCOME (LOSS) | 42,688 | | | 22,116 | | | (43,211) | | | 21,593 | | | 42,982 | | | (1,637) | | | (46,578) | | | (5,233) | |
Other | — | | | (4,086) | | | (6,054) | | | (10,140) | | | — | | | (4,517) | | | (1,230) | | | (5,747) | |
INCOME (LOSS) BEFORE INCOME TAXES | 42,688 | | | 18,030 | | | (49,265) | | | 11,453 | | | 42,982 | | | (6,154) | | | (47,808) | | | (10,980) | |
Income tax (expense) benefit | (10,406) | | | (7,950) | | | 9,826 | | | (8,530) | | | (10,097) | | | (1,339) | | | 11,598 | | | 162 | |
NET INCOME (LOSS) | 32,282 | | | 10,080 | | | (39,439) | | | 2,923 | | | 32,885 | | | (7,493) | | | (36,210) | | | (10,818) | |
(Income) loss from consolidated entities attributable to noncontrolling interests | — | | | 1,171 | | | — | | | 1,171 | | | — | | | 678 | | | — | | | 678 | |
Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | (448) | | | (448) | | | — | | | 152 | | | 63 | | | 215 | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 32,282 | | | 11,251 | | | (39,887) | | | 3,646 | | | 32,885 | | | (6,663) | | | (36,147) | | | (9,925) | |
Preferred dividends, declared and undeclared | — | | | — | | | (36,458) | | | (36,458) | | | — | | | — | | | (35,000) | | | (35,000) | |
Amortization of preferred stock discount | — | | | — | | | — | | | — | | | — | | | — | | | (1,053) | | | (1,053) | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 32,282 | | | $ | 11,251 | | | $ | (76,345) | | | $ | (32,812) | | | $ | 32,885 | | | $ | (6,663) | | | $ | (72,200) | | | $ | (45,978) | |
| | | | | | | | | | | | | | | (Continued) |
ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS) BY SEGMENT
(unaudited, in thousands, except per share amounts) (continued)
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| Year Ended December 31, 2022 | | Year Ended December 31, 2021 |
| REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated | | REIT Advisory | | Products & Services | | Corporate/ Other | | Ashford Inc. Consolidated |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 32,282 | | | $ | 11,251 | | | $ | (76,345) | | | $ | (32,812) | | | $ | 32,885 | | | $ | (6,663) | | | $ | (72,200) | | | $ | (45,978) | |
Preferred dividends, declared and undeclared | — | | | — | | | 36,458 | | | 36,458 | | | — | | | — | | | 35,000 | | | 35,000 | |
Amortization of preferred stock discount | — | | | — | | | — | | | — | | | — | | | — | | | 1,053 | | | 1,053 | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | 32,282 | | | 11,251 | | | (39,887) | | | 3,646 | | | 32,885 | | | (6,663) | | | (36,147) | | | (9,925) | |
Interest expense | — | | | 4,437 | | | 5,560 | | | 9,997 | | | — | | | 4,053 | | | 1,097 | | | 5,150 | |
Amortization of loan costs | — | | | 182 | | | 579 | | | 761 | | | — | | | 207 | | | 120 | | | 327 | |
Depreciation and amortization | 3,410 | | | 33,245 | | | 403 | | | 37,058 | | | 4,039 | | | 32,977 | | | 593 | | | 37,609 | |
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| | | | | | | | | | | | | | | |
Income tax expense (benefit) | 10,406 | | | 7,950 | | | (9,826) | | | 8,530 | | | 10,097 | | | 1,339 | | | (11,598) | | | (162) | |
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Net income (loss) attributable to unitholders redeemable noncontrolling interests | — | | | — | | | 448 | | | 448 | | | — | | | — | | | (63) | | | (63) | |
EBITDA | 46,098 | | | 57,065 | | | (42,723) | | | 60,440 | | | 47,021 | | | 31,913 | | | (45,998) | | | 32,936 | |
Deferred compensation plans | — | | | 65 | | | (542) | | | (477) | | | — | | | 70 | | | 1,601 | | | 1,671 | |
Stock/unit-based compensation | — | | | 397 | | | 3,720 | | | 4,117 | | | — | | | 831 | | | 4,118 | | | 4,949 | |
Change in contingent consideration fair value | — | | | 650 | | | — | | | 650 | | | — | | | 22 | | | — | | | 22 | |
Transaction costs | — | | | 2,528 | | | (77) | | | 2,451 | | | — | | | 968 | | | 2,456 | | | 3,424 | |
| | | | | | | | | | | | | | | |
Loss on disposal of assets | 2,828 | | | 224 | | | — | | | 3,052 | | | 645 | | | 950 | | | — | | | 1,595 | |
| | | | | | | | | | | | | | | |
Reimbursed software costs, net | (386) | | | — | | | — | | | (386) | | | (507) | | | — | | | — | | | (507) | |
| | | | | | | | | | | | | | | |
Legal, advisory and settlement costs | — | | | 47 | | | 1,251 | | | 1,298 | | | — | | | 391 | | | 1,429 | | | 1,820 | |
Severance and executive recruiting costs | — | | | 174 | | | 2,294 | | | 2,468 | | | — | | | 143 | | | 1,187 | | | 1,330 | |
| | | | | | | | | | | | | | | |
Amortization of hotel signing fees and lock subsidies | — | | | 596 | | | — | | | 596 | | | — | | | 518 | | | — | | | 518 | |
Other (gain) loss | — | | | 1,389 | | | 87 | | | 1,476 | | | — | | | (475) | | | (78) | | | (553) | |
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Impairment | — | | | — | | | — | | | — | | | — | | | 1,160 | | | — | | | 1,160 | |
| | | | | | | | | | | | | | | |
Adjusted EBITDA | 48,540 | | | 63,135 | | | (35,990) | | | 75,685 | | | 47,159 | | | 36,491 | | | (35,285) | | | 48,365 | |
Interest expense | — | | | (4,437) | | | (5,560) | | | (9,997) | | | — | | | (4,053) | | | (1,097) | | | (5,150) | |
Non-cash interest from finance lease | — | | | 733 | | | — | | | 733 | | | — | | | 643 | | | — | | | 643 | |
Adjusted income tax (expense) benefit | (12,350) | | | (11,998) | | | 11,560 | | | (12,788) | | | (11,978) | | | (5,691) | | | 12,776 | | | (4,893) | |
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Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 36,190 | | | $ | 47,433 | | | $ | (29,990) | | | $ | 53,633 | | | $ | 35,181 | | | $ | 27,390 | | | $ | (23,606) | | | $ | 38,965 | |
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INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (1) | $ | 11.07 | | | $ | 3.86 | | | $ | (26.19) | | | $ | (11.26) | | | $ | 11.93 | | | $ | (2.42) | | | $ | (26.20) | | | $ | (16.68) | |
Weighted average common shares outstanding - diluted | 2,915 | | | 2,915 | | | 2,915 | | | 2,915 | | | 2,756 | | | 2,756 | | | 2,756 | | | 2,756 | |
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (1) | $ | 4.64 | | | $ | 6.09 | | | $ | (3.85) | | | $ | 6.88 | | | $ | 4.70 | | | $ | 3.66 | | | $ | (3.15) | | | $ | 5.20 | |
Weighted average diluted shares | 7,793 | | | 7,793 | | | 7,793 | | | 7,793 | | | 7,492 | | | 7,492 | | | 7,492 | | | 7,492 | |
(1) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the segments, may differ from the consolidated total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
PRODUCTS & SERVICES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2022 | | |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services | | | | | | | | | | | | | | |
REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Hotel management fees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Base management fees | $ | 9,129 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 9,129 | | | | | | | | | | | | | | | |
Incentive management fees | 2,420 | | | — | | | — | | | — | | | — | | | — | | | | | 2,420 | | | | | | | | | | | | | | | |
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Other management fees | 1,525 | | | — | | | — | | | — | | | — | | | — | | | | | 1,525 | | | | | | | | | | | | | | | |
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Design and construction fees | — | | | 6,629 | | | — | | | — | | | — | | | — | | | | | 6,629 | | | | | | | | | | | | | | | |
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Audio visual | — | | | — | | | 34,160 | | | — | | | — | | | — | | | | | 34,160 | | | | | | | | | | | | | | | |
Other | — | | | — | | | — | | | 5,972 | | | 300 | | | 3,996 | | | | | 10,268 | | | | | | | | | | | | | | | |
Cost reimbursement revenue | 88,299 | | | 2,725 | | | 23 | | | 9 | | | — | | | — | | | | | 91,056 | | | | | | | | | | | | | | | |
Total revenues | 101,373 | | | 9,354 | | | 34,183 | | | 5,981 | | | 300 | | | 3,996 | | | | | 155,187 | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and benefits | 5,011 | | | 594 | | | 4,527 | | | 1,169 | | | 972 | | | 283 | | | | | 12,556 | | | | | | | | | | | | | | | |
Deferred compensation plans | — | | | — | | | — | | | 12 | | | — | | | — | | | | | 12 | | | | | | | | | | | | | | | |
Stock/unit-based compensation | 24 | | | 20 | | | 5 | | | 5 | | | — | | | — | | | | | 54 | | | | | | | | | | | | | | | |
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Cost of audio visual revenues | — | | | — | | | 23,944 | | | — | | | — | | | — | | | | | 23,944 | | | | | | | | | | | | | | | |
Cost of design and construction revenues | — | | | 2,454 | | | — | | | — | | | — | | | — | | | | | 2,454 | | | | | | | | | | | | | | | |
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Depreciation and amortization | 3,255 | | | 2,985 | | | 445 | | | 155 | | | 3 | | | 262 | | | | | 7,105 | | | | | | | | | | | | | | | |
General and administrative | 1,665 | | | 838 | | | 2,667 | | | 1,639 | | | 697 | | | 183 | | | | | 7,689 | | | | | | | | | | | | | | | |
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Other | 498 | | | — | | | — | | | 3,302 | | | 65 | | | 2,955 | | | | | 6,820 | | | | | | | | | | | | | | | |
Reimbursed expenses | 88,285 | | | 2,699 | | | 16 | | | 9 | | | — | | | — | | | | | 91,009 | | | | | | | | | | | | | | | |
REIT stock/unit-based compensation | 14 | | | 26 | | | 7 | | | — | | | — | | | — | | | | | 47 | | | | | | | | | | | | | | | |
Total operating expenses | 98,752 | | | 9,616 | | | 31,611 | | | 6,291 | | | 1,737 | | | 3,683 | | | | | 151,690 | | | | | | | | | | | | | | | |
OPERATING INCOME (LOSS) | 2,621 | | | (262) | | | 2,572 | | | (310) | | | (1,437) | | | 313 | | | | | 3,497 | | | | | | | | | | | | | | | |
Other | (47) | | | — | | | (214) | | | (249) | | | — | | | (242) | | | | | (752) | | | | | | | | | | | | | | | |
INCOME (LOSS) BEFORE INCOME TAXES | 2,574 | | | (262) | | | 2,358 | | | (559) | | | (1,437) | | | 71 | | | | | 2,745 | | | | | | | | | | | | | | | |
Income tax (expense) benefit | (1,594) | | | 150 | | | (755) | | | 123 | | | — | | | (179) | | | | | (2,255) | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | 980 | | | (112) | | | 1,603 | | | (436) | | | (1,437) | | | (108) | | | | | 490 | | | | | | | | | | | | | | | |
(Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | — | | | 328 | | | 13 | | | | | 341 | | | | | | | | | | | | | | | |
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NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 980 | | | $ | (112) | | | $ | 1,603 | | | $ | (436) | | | $ | (1,109) | | | $ | (95) | | | | | $ | 831 | | | | | | | | | | | | | | | |
Interest expense | — | | | — | | | 401 | | | 232 | | | — | | | 522 | | | | | 1,155 | | | | | | | | | | | | | | | |
Amortization of loan costs | — | | | — | | | 36 | | | 11 | | | — | | | — | | | | | 47 | | | | | | | | | | | | | | | |
Depreciation and amortization | 3,255 | | | 2,985 | | | 1,617 | | | 523 | | | 2 | | | (27) | | | | | 8,355 | | | | | | | | | | | | | | | |
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Income tax expense (benefit) | 1,594 | | | (150) | | | 755 | | | (123) | | | — | | | 179 | | | | | 2,255 | | | | | | | | | | | | | | | |
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EBITDA | 5,829 | | | 2,723 | | | 4,412 | | | 207 | | | (1,107) | | | 579 | | | | | 12,643 | | | | | | | | | | | | | | | |
Deferred compensation plans | — | | | — | | | — | | | 12 | | | — | | | — | | | | | 12 | | | | | | | | | | | | | | | |
Stock/unit-based compensation | 25 | | | 20 | | | 5 | | | 5 | | | — | | | — | | | | | 55 | | | | | | | | | | | | | | | |
Change in contingent consideration fair value | 350 | | | — | | | — | | | — | | | — | | | — | | | | | 350 | | | | | | | | | | | | | | | |
Transaction costs | 542 | | | — | | | — | | | 209 | | | — | | | — | | | | | 751 | | | | | | | | | | | | | | | |
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Loss on disposal of assets | — | | | — | | | 99 | | | 9 | | | — | | | — | | | | | 108 | | | | | | | | | | | | | | | |
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Legal, advisory and settlement costs | 3 | | | — | | | — | | | 50 | | | — | | | — | | | | | 53 | | | | | | | | | | | | | | | |
Severance and executive recruiting costs | 19 | | | — | | | — | | | — | | | — | | | — | | | | | 19 | | | | | | | | | | | | | | | |
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Amortization of hotel signing fees and lock subsidies | — | | | — | | | 66 | | | — | | | 19 | | | — | | | | | 85 | | | | | | | | | | | | | | | |
Other (gain) loss | 44 | | | — | | | 32 | | | — | | | — | | | 1,244 | | | | | 1,320 | | | | | | | | | | | | | | | |
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Adjusted EBITDA | 6,812 | | | 2,743 | | | 4,614 | | | 492 | | | (1,088) | | | 1,823 | | | | | 15,396 | | | | | | | | | | | | | | | |
Interest expense | — | | | — | | | (401) | | | (232) | | | — | | | (522) | | | | | (1,155) | | | | | | | | | | | | | | | |
Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 246 | | | | | 246 | | | | | | | | | | | | | | | |
Adjusted income tax (expense) benefit | (1,281) | | | (884) | | | (471) | | | 323 | | | — | | | (423) | | | | | (2,736) | | | | | | | | | | | | | | | |
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Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 5,531 | | | $ | 1,859 | | | $ | 3,742 | | | $ | 583 | | | $ | (1,088) | | | $ | 1,124 | | | | | $ | 11,751 | | | | | | | | | | | | | | | |
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INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | 0.33 | | | $ | (0.04) | | | $ | 0.54 | | | $ | (0.15) | | | $ | (0.37) | | | $ | (0.03) | | | | | $ | 0.28 | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - diluted | 2,968 | | | 2,968 | | | 2,968 | | | 2,968 | | | 2,968 | | | 2,968 | | | | | 2,968 | | | | | | | | | | | | | | | |
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 0.69 | | | $ | 0.23 | | | $ | 0.47 | | | $ | 0.07 | | | $ | (0.14) | | | $ | 0.14 | | | | | $ | 1.47 | | | | | | | | | | | | | | | |
Weighted average diluted shares | 7,976 | | | 7,976 | | | 7,976 | | | 7,976 | | | 7,976 | | | 7,976 | | | | | 7,976 | | | | | | | | | | | | | | | |
(1) Represents Pure Wellness, Lismore Capital and Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
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, 2021 |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services |
REVENUE | | | | | | | | | | | | | | | |
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Hotel management fees: | | | | | | | | | | | | | | | |
Base management fees | $ | 5,960 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 5,960 | |
Incentive management fees | 1,563 | | | — | | | — | | | — | | | — | | | — | | | | | 1,563 | |
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Design and construction fees | — | | | 3,946 | | | — | | | — | | | — | | | — | | | | | 3,946 | |
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Audio visual | — | | | — | | | 21,710 | | | — | | | — | | | — | | | | | 21,710 | |
Other | — | | | — | | | — | | | 5,708 | | | 529 | | | 5,173 | | | | | 11,410 | |
Cost reimbursement revenue | 57,232 | | | 1,046 | | | 20 | | | — | | | — | | | — | | | | | 58,298 | |
Total revenues | 64,755 | | | 4,992 | | | 21,730 | | | 5,708 | | | 529 | | | 5,173 | | | | | 102,887 | |
EXPENSES | | | | | | | | | | | | | | | |
Salaries and benefits | 3,707 | | | 716 | | | 2,969 | | | 689 | | | 592 | | | 224 | | | | | 8,897 | |
Deferred compensation plans | — | | | — | | | — | | | 70 | | | — | | | — | | | | | 70 | |
Stock/unit-based compensation | 38 | | | 17 | | | 18 | | | 4 | | | — | | | — | | | | | 77 | |
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Cost of audio visual revenues | — | | | — | | | 15,632 | | | — | | | — | | | — | | | | | 15,632 | |
Cost of design and construction revenues | — | | | 1,293 | | | — | | | — | | | — | | | — | | | | | 1,293 | |
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Depreciation and amortization | 3,037 | | | 3,059 | | | 472 | | | 109 | | | 3 | | | 326 | | | | | 7,006 | |
General and administrative | 410 | | | 598 | | | 1,945 | | | 1,119 | | | 491 | | | 130 | | | | | 4,693 | |
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Other | — | | | 19 | | | — | | | 3,125 | | | 153 | | | 1,501 | | | | | 4,798 | |
Reimbursed expenses | 57,182 | | | 1,004 | | | — | | | — | | | — | | | — | | | | | 58,186 | |
REIT stock/unit-based compensation | 50 | | | 42 | | | 20 | | | — | | | — | | | — | | | | | 112 | |
Total operating expenses | 64,424 | | | 6,748 | | | 21,056 | | | 5,116 | | | 1,239 | | | 2,181 | | | | | 100,764 | |
OPERATING INCOME (LOSS) | 331 | | | (1,756) | | | 674 | | | 592 | | | (710) | | | 2,992 | | | | | 2,123 | |
Other | 72 | | | — | | | (438) | | | (248) | | | 8 | | | (593) | | | | | (1,199) | |
INCOME (LOSS) BEFORE INCOME TAXES | 403 | | | (1,756) | | | 236 | | | 344 | | | (702) | | | 2,399 | | | | | 924 | |
Income tax (expense) benefit | (274) | | | 366 | | | (101) | | | 146 | | | — | | | (485) | | | | | (348) | |
NET INCOME (LOSS) | 129 | | | (1,390) | | | 135 | | | 490 | | | (702) | | | 1,914 | | | | | 576 | |
(Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | 1 | | | 173 | | | (5) | | | | | 169 | |
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NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 129 | | | $ | (1,390) | | | $ | 135 | | | $ | 491 | | | $ | (529) | | | $ | 1,909 | | | | | $ | 745 | |
Interest expense | — | | | — | | | 240 | | | 162 | | | — | | | 638 | | | | | 1,040 | |
Amortization of loan costs | — | | | — | | | 34 | | | 57 | | | — | | | — | | | | | 91 | |
Depreciation and amortization | 3,037 | | | 3,059 | | | 1,676 | | | 296 | | | 3 | | | 54 | | | | | 8,125 | |
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Income tax expense (benefit) | 274 | | | (366) | | | 101 | | | (146) | | | — | | | 485 | | | | | 348 | |
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EBITDA | 3,440 | | | 1,303 | | | 2,186 | | | 860 | | | (526) | | | 3,086 | | | | | 10,349 | |
Stock/unit-based compensation | 35 | | | 17 | | | 18 | | | — | | | — | | | — | | | | | 70 | |
Deferred compensation plans | — | | | — | | | — | | | 70 | | | — | | | — | | | | | 70 | |
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Transaction costs | 2 | | | — | | | 407 | | | 18 | | | — | | | — | | | | | 427 | |
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Loss on disposal of assets | — | | | — | | | 193 | | | 79 | | | — | | | — | | | | | 272 | |
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Legal, advisory and settlement costs | 28 | | | — | | | 58 | | | — | | | — | | | — | | | | | 86 | |
Severance and executive recruiting costs | 17 | | | — | | | — | | | — | | | — | | | — | | | | | 17 | |
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Amortization of hotel signing fees and lock subsidies | — | | | — | | | 133 | | | — | | | 8 | | | — | | | | | 141 | |
Other (gain) loss | — | | | — | | | 52 | | | — | | | — | | | — | | | | | 52 | |
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Adjusted EBITDA | 3,522 | | | 1,320 | | | 3,047 | | | 1,027 | | | (518) | | | 3,086 | | | | | 11,484 | |
Interest expense | — | | | — | | | (240) | | | (162) | | | — | | | (638) | | | | | (1,040) | |
Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 142 | | | | | 142 | |
Adjusted income tax (expense) benefit | (752) | | | (164) | | | (124) | | | 239 | | | — | | | (517) | | | | | (1,318) | |
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Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 2,770 | | | $ | 1,156 | | | $ | 2,683 | | | $ | 1,104 | | | $ | (518) | | | $ | 2,073 | | | | | $ | 9,268 | |
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INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | 0.05 | | | $ | (0.50) | | | $ | 0.05 | | | $ | 0.18 | | | $ | (0.19) | | | $ | 0.69 | | | | | $ | 0.27 | |
Weighted average common shares outstanding - diluted | 2,785 | | | 2,785 | | | 2,785 | | | 2,785 | | | 2,785 | | | 2,785 | | | | | 2,785 | |
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 0.36 | | | $ | 0.15 | | | $ | 0.35 | | | $ | 0.14 | | | $ | (0.07) | | | $ | 0.27 | | | | | $ | 1.22 | |
Weighted average diluted shares | 7,623 | | | 7,623 | | | 7,623 | | | 7,623 | | | 7,623 | | | 7,623 | | | | | 7,623 | |
(1) Represents Pure Wellness, Lismore Capital, Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
PRODUCTS & SERVICES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND ADJUSTED NET INCOME (LOSS)
(unaudited, in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2022 | | |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services | | | | | | | | | | | | | | |
REVENUE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Hotel management fees: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Base management fees | $ | 34,072 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 34,072 | | | | | | | | | | | | | | | |
Incentive management fees | 8,533 | | | — | | | — | | | — | | | — | | | — | | | | | 8,533 | | | | | | | | | | | | | | | |
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Other management fees | 3,943 | | | — | | | — | | | — | | | — | | | — | | | | | 3,943 | | | | | | | | | | | | | | | |
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Design and construction fees | — | | | 22,167 | | | — | | | — | | | — | | | — | | | | | 22,167 | | | | | | | | | | | | | | | |
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Audio visual | — | | | — | | | 121,261 | | | — | | | — | | | — | | | | | 121,261 | | | | | | | | | | | | | | | |
Other | 181 | | | — | | | — | | | 26,309 | | | 1,480 | | | 16,185 | | | | | 44,155 | | | | | | | | | | | | | | | |
Cost reimbursement revenue | 309,706 | | | 10,080 | | | 157 | | | 26 | | | 4 | | | 2 | | | | | 319,975 | | | | | | | | | | | | | | | |
Total revenues | 356,435 | | | 32,247 | | | 121,418 | | | 26,335 | | | 1,484 | | | 16,187 | | | | | 554,106 | | | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and benefits | 18,931 | | | 2,139 | | | 13,084 | | | 3,283 | | | 2,873 | | | 1,031 | | | | | 41,341 | | | | | | | | | | | | | | | |
Deferred compensation plans | — | | | — | | | — | | | 65 | | | — | | | — | | | | | 65 | | | | | | | | | | | | | | | |
Stock/unit-based compensation | 185 | | | 72 | | | 49 | | | 18 | | | — | | | — | | | | | 324 | | | | | | | | | | | | | | | |
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Cost of audio visual revenues | — | | | — | | | 84,986 | | | — | | | — | | | — | | | | | 84,986 | | | | | | | | | | | | | | | |
Cost of design and construction revenues | — | | | 8,359 | | | — | | | — | | | — | | | — | | | | | 8,359 | | | | | | | | | | | | | | | |
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Depreciation and amortization | 12,362 | | | 11,899 | | | 1,803 | | | 656 | | | 12 | | | 1,221 | | | | | 27,953 | | | | | | | | | | | | | | | |
General and administrative | 4,500 | | | 3,123 | | | 9,401 | | | 5,617 | | | 2,603 | | | 773 | | | | | 26,017 | | | | | | | | | | | | | | | |
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Other | 798 | | | — | | | — | | | 13,777 | | | 282 | | | 8,113 | | | | | 22,970 | | | | | | | | | | | | | | | |
Reimbursed expenses | 309,626 | | | 9,962 | | | 94 | | | 26 | | | 4 | | | 2 | | | | | 319,714 | | | | | | | | | | | | | | | |
REIT stock/unit-based compensation | 80 | | | 118 | | | 63 | | | — | | | — | | | — | | | | | 261 | | | | | | | | | | | | | | | |
Total operating expenses | 346,482 | | | 35,672 | | | 109,480 | | | 23,442 | | | 5,774 | | | 11,140 | | | | | 531,990 | | | | | | | | | | | | | | | |
OPERATING INCOME (LOSS) | 9,953 | | | (3,425) | | | 11,938 | | | 2,893 | | | (4,290) | | | 5,047 | | | | | 22,116 | | | | | | | | | | | | | | | |
Other | 42 | | | — | | | (1,262) | | | (868) | | | 4 | | | (2,002) | | | | | (4,086) | | | | | | | | | | | | | | | |
INCOME (LOSS) BEFORE INCOME TAXES | 9,995 | | | (3,425) | | | 10,676 | | | 2,025 | | | (4,286) | | | 3,045 | | | | | 18,030 | | | | | | | | | | | | | | | |
Income tax (expense) benefit | (1,845) | | | (528) | | | (4,073) | | | (557) | | | — | | | (947) | | | | | (7,950) | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | 8,150 | | | (3,953) | | | 6,603 | | | 1,468 | | | (4,286) | | | 2,098 | | | | | 10,080 | | | | | | | | | | | | | | | |
(Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | — | | | 1,005 | | | 166 | | | | | 1,171 | | | | | | | | | | | | | | | |
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NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | 8,150 | | | $ | (3,953) | | | $ | 6,603 | | | $ | 1,468 | | | $ | (3,281) | | | $ | 2,264 | | | | | $ | 11,251 | | | | | | | | | | | | | | | |
Interest expense | — | | | — | | | 1,262 | | | 769 | | | — | | | 2,406 | | | | | 4,437 | | | | | | | | | | | | | | | |
Amortization of loan costs | — | | | — | | | 130 | | | 52 | | | — | | | — | | | | | 182 | | | | | | | | | | | | | | | |
Depreciation and amortization | 12,362 | | | 11,899 | | | 6,660 | | | 2,010 | | | 9 | | | 305 | | | | | 33,245 | | | | | | | | | | | | | | | |
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Income tax expense (benefit) | 1,845 | | | 528 | | | 4,073 | | | 557 | | | — | | | 947 | | | | | 7,950 | | | | | | | | | | | | | | | |
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EBITDA | 22,357 | | | 8,474 | | | 18,728 | | | 4,856 | | | (3,272) | | | 5,922 | | | | | 57,065 | | | | | | | | | | | | | | | |
Deferred compensation plans | — | | | — | | | — | | | 65 | | | — | | | — | | | | | 65 | | | | | | | | | | | | | | | |
Stock/unit-based compensation | 258 | | | 72 | | | 49 | | | 18 | | | — | | | — | | | | | 397 | | | | | | | | | | | | | | | |
Change in contingent consideration fair value | 650 | | | — | | | — | | | — | | | — | | | — | | | | | 650 | | | | | | | | | | | | | | | |
Transaction costs | 1,929 | | | — | | | 55 | | | 544 | | | — | | | — | | | | | 2,528 | | | | | | | | | | | | | | | |
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Loss on disposal of assets | — | | | — | | | 167 | | | 9 | | | 48 | | | — | | | | | 224 | | | | | | | | | | | | | | | |
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Legal, advisory and settlement costs | 12 | | | — | | | (60) | | | 95 | | | — | | | — | | | | | 47 | | | | | | | | | | | | | | | |
Severance and executive recruiting costs | 69 | | | 77 | | | 19 | | | 8 | | | 1 | | | — | | | | | 174 | | | | | | | | | | | | | | | |
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Amortization of hotel signing fees and lock subsidies | — | | | — | | | 556 | | | — | | | 40 | | | — | | | | | 596 | | | | | | | | | | | | | | | |
Other (gain) loss | 13 | | | 87 | | | 45 | | | — | | | — | | | 1,244 | | | | | 1,389 | | | | | | | | | | | | | | | |
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Adjusted EBITDA | 25,288 | | | 8,710 | | | 19,559 | | | 5,595 | | | (3,183) | | | 7,166 | | | | | 63,135 | | | | | | | | | | | | | | | |
Interest expense | — | | | — | | | (1,262) | | | (769) | | | — | | | (2,406) | | | | | (4,437) | | | | | | | | | | | | | | | |
Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 733 | | | | | 733 | | | | | | | | | | | | | | | |
Adjusted income tax (expense) benefit | (5,007) | | | (2,468) | | | (3,155) | | | (90) | | | — | | | (1,278) | | | | | (11,998) | | | | | | | | | | | | | | | |
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Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 20,281 | | | $ | 6,242 | | | $ | 15,142 | | | $ | 4,736 | | | $ | (3,183) | | | $ | 4,215 | | | | | $ | 47,433 | | | | | | | | | | | | | | | |
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INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | 2.80 | | | $ | (1.36) | | | $ | 2.27 | | | $ | 0.50 | | | $ | (1.13) | | | $ | 0.78 | | | | | $ | 3.86 | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - diluted | 2,915 | | | 2,915 | | | 2,915 | | | 2,915 | | | 2,915 | | | 2,915 | | | | | 2,915 | | | | | | | | | | | | | | | |
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 2.60 | | | $ | 0.80 | | | $ | 1.94 | | | $ | 0.61 | | | $ | (0.41) | | | $ | 0.54 | | | | | $ | 6.09 | | | | | | | | | | | | | | | |
Weighted average diluted shares | 7,793 | | | 7,793 | | | 7,793 | | | 7,793 | | | 7,793 | | | 7,793 | | | | | 7,793 | | | | | | | | | | | | | | | |
(1) Represents Pure Wellness, Lismore Capital and Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
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, 2021 |
| Remington | | Premier | | INSPIRE | | RED | | OpenKey | | Other (1) | | | | Products & Services |
REVENUE | | | | | | | | | | | | | | | |
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Hotel management fees: | | | | | | | | | | | | | | | |
Base management fees | $ | 21,291 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | | | $ | 21,291 | |
Incentive management fees | 4,969 | | | — | | | — | | | — | | | — | | | — | | | | | 4,969 | |
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Design and construction fees | — | | | 9,557 | | | — | | | — | | | — | | | — | | | | | 9,557 | |
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Audio visual | — | | | — | | | 49,880 | | | — | | | — | | | — | | | | | 49,880 | |
Other | 20 | | | — | | | — | | | 23,867 | | | 1,965 | | | 21,396 | | | | | 47,248 | |
Cost reimbursement revenue | 171,522 | | | 2,856 | | | 20 | | | — | | | — | | | — | | | | | 174,398 | |
Total revenues | 197,802 | | | 12,413 | | | 49,900 | | | 23,867 | | | 1,965 | | | 21,396 | | | | | 307,343 | |
EXPENSES | | | | | | | | | | | | | | | |
Salaries and benefits | 12,309 | | | 2,981 | | | 7,732 | | | 2,394 | | | 2,349 | | | 825 | | | | | 28,590 | |
Deferred compensation plans | — | | | — | | | — | | | 70 | | | — | | | — | | | | | 70 | |
Stock/unit-based compensation | 335 | | | 64 | | | 104 | | | 12 | | | 5 | | | — | | | | | 520 | |
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Cost of audio visual revenues | — | | | — | | | 38,243 | | | — | | | — | | | — | | | | | 38,243 | |
Cost of design and construction revenues | — | | | 4,105 | | | — | | | — | | | — | | | — | | | | | 4,105 | |
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Depreciation and amortization | 12,141 | | | 12,230 | | | 1,880 | | | 400 | | | 15 | | | 1,300 | | | | | 27,966 | |
General and administrative | 1,881 | | | 1,677 | | | 6,127 | | | 4,080 | | | 2,204 | | | 404 | | | | | 16,373 | |
Impairment | — | | | — | | | 1,160 | | | — | | | — | | | — | | | | | 1,160 | |
Other | — | | | 19 | | | 22 | | | 11,991 | | | 612 | | | 4,911 | | | | | 17,555 | |
Reimbursed expenses | 171,288 | | | 2,690 | | | — | | | — | | | — | | | — | | | | | 173,978 | |
REIT stock/unit-based compensation | 234 | | | 166 | | | 20 | | | — | | | — | | | — | | | | | 420 | |
Total operating expenses | 198,188 | | | 23,932 | | | 55,288 | | | 18,947 | | | 5,185 | | | 7,440 | | | | | 308,980 | |
OPERATING INCOME (LOSS) | (386) | | | (11,519) | | | (5,388) | | | 4,920 | | | (3,220) | | | 13,956 | | | | | (1,637) | |
Other | 145 | | | — | | | (1,186) | | | (961) | | | 7 | | | (2,522) | | | | | (4,517) | |
INCOME (LOSS) BEFORE INCOME TAXES | (241) | | | (11,519) | | | (6,574) | | | 3,959 | | | (3,213) | | | 11,434 | | | | | (6,154) | |
Income tax (expense) benefit | (1,406) | | | 2,414 | | | 1,326 | | | (1,025) | | | — | | | (2,648) | | | | | (1,339) | |
NET INCOME (LOSS) | (1,647) | | | (9,105) | | | (5,248) | | | 2,934 | | | (3,213) | | | 8,786 | | | | | (7,493) | |
(Income) loss from consolidated entities attributable to noncontrolling interests | — | | | — | | | — | | | (51) | | | 799 | | | (70) | | | | | 678 | |
Net (income) loss attributable to redeemable noncontrolling interests | — | | | — | | | — | | | — | | | 152 | | | — | | | | | 152 | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | (1,647) | | | $ | (9,105) | | | $ | (5,248) | | | $ | 2,883 | | | $ | (2,262) | | | $ | 8,716 | | | | | $ | (6,663) | |
Interest expense | — | | | — | | | 876 | | | 616 | | | — | | | 2,561 | | | | | 4,053 | |
Amortization of loan costs | — | | | — | | | 121 | | | 86 | | | — | | | — | | | | | 207 | |
Depreciation and amortization | 12,141 | | | 12,230 | | | 6,830 | | | 1,275 | | | 11 | | | 490 | | | | | 32,977 | |
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Income tax expense (benefit) | 1,406 | | | (2,414) | | | (1,326) | | | 1,025 | | | — | | | 2,648 | | | | | 1,339 | |
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EBITDA | 11,900 | | | 711 | | | 1,253 | | | 5,885 | | | (2,251) | | | 14,415 | | | | | 31,913 | |
Stock/unit-based compensation | 696 | | | 64 | | | 68 | | | — | | | 3 | | | — | | | | | 831 | |
Deferred compensation plans | — | | | — | | | — | | | 70 | | | — | | | — | | | | | 70 | |
Change in contingent consideration fair value | — | | | — | | | 22 | | | — | | | — | | | — | | | | | 22 | |
Transaction costs | 161 | | | — | | | 483 | | | 324 | | | — | | | — | | | | | 968 | |
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Loss on disposal of assets | — | | | — | | | 897 | | | 53 | | | — | | | — | | | | | 950 | |
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Legal, advisory and settlement costs | 53 | | | — | | | 338 | | | — | | | — | | | — | | | | | 391 | |
Severance and executive recruiting costs | 96 | | | — | | | — | | | 8 | | | 39 | | | — | | | | | 143 | |
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Amortization of hotel signing fees and lock subsidies | — | | | — | | | 488 | | | — | | | 30 | | | — | | | | | 518 | |
Other (gain) loss | (375) | | | 114 | | | (213) | | | — | | | (1) | | | — | | | | | (475) | |
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Impairment | — | | | — | | | 1,160 | | | — | | | — | | | — | | | | | 1,160 | |
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Adjusted EBITDA | 12,531 | | | 889 | | | 4,496 | | | 6,340 | | | (2,180) | | | 14,415 | | | | | 36,491 | |
Interest expense | — | | | — | | | (876) | | | (616) | | | — | | | (2,561) | | | | | (4,053) | |
Non-cash interest from finance lease | — | | | — | | | — | | | — | | | — | | | 643 | | | | | 643 | |
Adjusted income tax (expense) benefit | (2,522) | | | (340) | | | 407 | | | (150) | | | — | | | (3,086) | | | | | (5,691) | |
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Adjusted net income (loss) available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis | $ | 10,009 | | | $ | 549 | | | $ | 4,027 | | | $ | 5,574 | | | $ | (2,180) | | | $ | 9,411 | | | | | $ | 27,390 | |
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INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Net income (loss) per diluted share attributable to common stockholders (2) | $ | (0.60) | | | $ | (3.30) | | | $ | (1.90) | | | $ | 1.05 | | | $ | (0.82) | | | $ | 3.16 | | | | | $ | (2.42) | |
Weighted average common shares outstanding - diluted | 2,756 | | | 2,756 | | | 2,756 | | | 2,756 | | | 2,756 | | | 2,756 | | | | | 2,756 | |
ADJUSTED INCOME (LOSS) PER SHARE - DILUTED | | | | | | | | | | | | | | | |
Adjusted net income (loss) per diluted share available to common stockholders, unitholders and Series D convertible preferred stockholders on an "as converted" basis (2) | $ | 1.34 | | | $ | 0.07 | | | $ | 0.54 | | | $ | 0.74 | | | $ | (0.29) | | | $ | 1.26 | | | | | $ | 3.66 | |
Weighted average diluted shares | 7,492 | | | 7,492 | | | 7,492 | | | 7,492 | | | 7,492 | | | 7,492 | | | | | 7,492 | |
(1) Represents Pure Wellness, Lismore Capital and Marietta Leasehold L.P. Marietta Leasehold L.P. was acquired by Ashford Hospitality Trust, Inc. on December 16, 2022.
(2) The sum of net income (loss) per diluted share and adjusted net income (loss) per diluted share, as calculated for the subsidiaries, may differ from the Products & Services total due to rounding.
ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(unaudited, in thousands)
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| 2022 | | 2022 | | 2022 | | 2022 | | December 31, 2022 |
| 4th Quarter | | 3rd Quarter | | 2nd Quarter | | 1st Quarter | | TTM |
Net income (loss) | $ | (1,978) | | | $ | (1,103) | | | $ | 5,325 | | | $ | 679 | | | $ | 2,923 | |
(Income) loss from consolidated entities attributable to noncontrolling interests | 341 | | | 272 | | | 298 | | | 260 | | | 1,171 | |
Net (income) loss attributable to redeemable noncontrolling interests | (158) | | | (158) | | | (141) | | | 9 | | | (448) | |
Net income (loss) attributable to the company | (1,795) | | | (989) | | | 5,482 | | | 948 | | | 3,646 | |
Interest expense | 3,214 | | | 2,967 | | | 2,537 | | | 1,279 | | | 9,997 | |
Amortization of loan costs | 237 | | | 219 | | | 232 | | | 73 | | | 761 | |
Depreciation and amortization | 9,276 | | | 9,603 | | | 9,297 | | | 8,882 | | | 37,058 | |
Income tax expense (benefit) | 2,559 | | | 617 | | | 4,076 | | | 1,278 | | | 8,530 | |
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Net income (loss) attributable to unitholders redeemable noncontrolling interests | 158 | | | 158 | | | 141 | | | (9) | | | 448 | |
EBITDA | 13,649 | | | 12,575 | | | 21,765 | | | 12,451 | | | 60,440 | |
Deferred compensation plans | 90 | | | (78) | | | (600) | | | 111 | | | (477) | |
Stock/unit-based compensation | 454 | | | 1,912 | | | 920 | | | 831 | | | 4,117 | |
Change in contingent consideration fair value | 350 | | | 300 | | | — | | | — | | | 650 | |
Transaction costs | 113 | | | 501 | | | 1,308 | | | 529 | | | 2,451 | |
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Loss on disposal of assets | 2,230 | | | 58 | | | 10 | | | 754 | | | 3,052 | |
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Reimbursed software costs, net | (74) | | | (75) | | | (94) | | | (143) | | | (386) | |
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Legal, advisory and settlement costs | 135 | | | 300 | | | 751 | | | 112 | | | 1,298 | |
Severance and executive recruiting costs | 1,009 | | | 731 | | | 368 | | | 360 | | | 2,468 | |
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Amortization of hotel signing fees and lock subsidies | 85 | | | 160 | | | 199 | | | 152 | | | 596 | |
Other (gain) loss | 1,320 | | | 27 | | | 291 | | | (162) | | | 1,476 | |
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Adjusted EBITDA | $ | 19,361 | | | $ | 16,411 | | | $ | 24,918 | | | $ | 14,995 | | | $ | 75,685 | |