Ashford Reports Second Quarter 2019 Results

Gross Assets Under Management $8.2 Billion at Quarter End Total Revenue Increased 16% in the Second Quarter Announced Definitive Agreement to Acquire Remington's Hotel Management Business Closed on Acquisition of Sebago

August 1, 2019 4:16 PM EDT

DALLAS, Aug. 1, 2019 /PRNewswire/ -- Ashford Inc. (NYSE American: AINC) ("Ashford" or the "Company") today reported the following results and performance measures for the second quarter ended June 30, 2019.  Unless otherwise stated, all reported results compare the second quarter ended June 30, 2019, with the second quarter ended June 30, 2018 (see discussion below).  The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release. 

STRATEGIC OVERVIEW

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

FINANCIAL AND OPERATING HIGHLIGHTS

  • Net loss attributable to common stockholders for the second quarter of 2019 totaled $3.2 million, or $3.00 per diluted share, compared with net income of $9.0 million, or $0.93 per diluted share, in the prior-year quarter.  Adjusted net income for the second quarter was $8.7 million, or $2.04 per diluted share, compared with $9.5 million, or $3.61 per diluted share, in the prior-year quarter.
  • Total revenue for the second quarter of 2019 was $63.5 million, reflecting a growth rate of 16% over the prior-year quarter.
  • Adjusted EBITDA for the second quarter was $9.6 million.
  • At the end of the second quarter of 2019, the Company had approximately $8.2 billion of gross assets under management.
  • During the quarter, the Company signed a definitive agreement to acquire the Hotel Management business of privately-held Remington Holdings, LP.
  • Subsequent to the end of the quarter, the Company closed on the acquisition of Sebago for $7 million, which equates to an implied trailing 12-month Adjusted EBITDA multiple of 4.4x.
  • As of June 30, 2019, the Company had corporate cash of $38.2 million.

AGREEMENT TO ACQUIRE REMINGTON'S HOTEL MANAGEMENT BUSINESSOn June 3, 2019, the Company announced that it had signed a definitive agreement to acquire the Hotel Management business of privately-held Remington Holdings, LP ("Remington"). The proposed acquisition of Remington's high-margin, low-capex Hotel Management business is expected to close sometime in the fourth quarter of 2019. The transaction is expected to be immediately accretive to adjusted net income per share and will immediately add scale, diversification and an enhanced competitive position for Ashford. It will also expand the breadth of services the Company offers to its advised REITs. Additionally, the Company believes the transaction represents a compelling opportunity to further diversify its earnings stream and, moving forward, the potential to expand business to other third-party clients.

Remington is an independent hotel management company with over 40 years of experience in the hospitality business. Remington's Hotel Management business currently provides comprehensive and cost-effective hotel management services for both Ashford Hospitality Trust, Inc. (NYSE: AHT) ("Ashford Trust" or "Trust") and Braemar Hotels & Resorts Inc. (NYSE: BHR) ("Braemar"). Remington's portfolio consists of almost 90 hotels with over 17,400 rooms of full-service and select-service properties representing over a dozen brands across 28 states as well as the District of Columbia. Remington's Hotel Management business currently has very little third-party business outside of the Company's advised REITs, which will be an immediate growth opportunity and area of focus for the Company going forward.

ENHANCED RETURN FUNDING PROGRAM WITH BRAEMAR During the first quarter of 2019, the Company announced that it entered into an agreement with Braemar for the new Enhanced Return Funding Program ("ERFP" or the "Program").  Under the Program, the Company has agreed to provide up to $50 million in connection with the acquisition by Braemar of additional hotels. Ashford will provide 10% of the purchase price of each hotel acquired by Braemar up to $500 million in total acquisitions and, to date, Braemar has acquired one hotel for $103 million under the Program. The Program is expected to generate attractive returns on invested capital for Ashford via incremental base advisory fees, potential incentive fees, fees for various products and services offered, and tax savings.   

ENHANCED RETURN FUNDING PROGRAM WITH ASHFORD TRUSTDuring the second quarter of 2018, the Company entered into an agreement with Ashford Trust for an ERFP. Similar to the Braemar Program, under the Program with Trust, the Company agreed to provide $50 million in connection with the acquisition by Trust of additional hotels. Ashford will provide 10% of the purchase price of each hotel acquired by Trust, and, to date, Trust has completed four acquisitions totaling $406 million under the ERFP, which amounts to approximately 80% committed utilization of the $50 million of ERFP funding from Ashford Inc.

PREMIER PROJECT MANAGEMENT UPDATE In August 2018, the Company completed the acquisition of Premier Project Management ("Premier") for $203 million.  Premier provides comprehensive and cost-effective architecture, design, development, and project management services. It 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. Premier generated $7.7 million of revenue and $3.5 million of Adjusted EBITDA in the second quarter, including $347,000 of revenue from its new architectural services initiative.

On May 15, 2019, Donald R. Kelly was appointed Co-Chief Executive Officer to work alongside Mark Matz, who was promoted from Co-President and Chief Operating Officer to Co-Chief Executive Officer and Chief Operating Officer, to lead Premier's new growth initiatives.

JSAV UPDATEThe Company owns a controlling interest in a privately-held company that conducts the business of JSAV in the United States, Mexico, and the Dominican Republic ("JSAV"). 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 their clients' meeting and event needs.  In the first quarter of 2019, JSAV completed the acquisition of BAV.  During the second quarter, JSAV had revenue growth of 29% compared to the prior-year period.  Additionally, at the end of the second quarter, JSAV had multi-year contracts in place with 93 hotels and convention centers, in addition to regular business representing over 2,700 annual events and productions, 500 venue locations, and 750 clients. 

RED HOSPITALITY & LEISURE UPDATERED Hospitality & Leisure ("RED Hospitality") is a leading provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. 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, the Caribbean, and the U.S. To that end, with the commencement of ferry transportation services and beach and watersports services to the Westin St. John in January, continued beach and watersports services to the Ritz-Carlton St. Thomas Club - the timeshare and rental property adjacent to the Ritz-Carlton St. Thomas hotel - and increased direct bookings and private charter business, in the second quarter, RED Hospitality generated $1.9 million of revenue and $490,000 of Adjusted EBITDA. Second quarter revenue growth was 397% compared to the prior-year period, and Adjusted EBITDA growth was 579% compared to the prior-year period.

ACQUISITION OF SEBAGO On July 23, 2019, the Company announced that RED Hospitality completed the acquisition of substantially all of the assets of Sebago, a leading provider of watersports activities and excursion services based in Key West, Florida for approximately $2.5 million in cash and $4.5 million of Ashford common stock (excluding transaction costs and working capital adjustments). Based on unaudited financials provided by the seller, Sebago's Adjusted EBITDA for the trailing twelve-month period ended April 30, 2019 was $1.6 million. The implied Adjusted EBITDA multiple based on the total purchase price is 4.4x which the Company believes represents an attractive potential return on investment. After giving effect to the transaction, Ashford will own an approximately 84% interest in the common equity of RED Hospitality.

With over 25 years of operating history, Sebago provides watersports activities and excursion services in the Key West market. Sebago's watersports activities and excursion services include sunset sails, reef snorkeling, kayak tours, jet ski tours, and all-day adventure tours combining the best of all their excursion products. Sebago has a leading brand with 3 of the top 10 ranked tours on TripAdvisor.   Sebago's sales booths are well-located across the Key West market, and they have ideal dock locations for marketing and boarding the company's tours in the Key West Bight marina – a hub of tourism centrally located in Key West. Based on local regulations, significant barriers to entry exist for this competitive market including the transfer of boat slips, the supply of boat slips for commercial use, and physical limitations to expanding the Key West Bight marina. The Company believes the brand recognition, existing employee base, lead time to replicate existing assets, and other significant barriers to entry support Sebago's competitive advantage and future growth potential.

FINANCIAL RESULTSNet loss attributable to common stockholders for the quarter totaled $3.2 million, or $3.00 per diluted share, compared with net income of $9.0 million, or $0.93 per diluted share, in the prior-year quarter.  Adjusted net income for the quarter was $8.7 million, or $2.04 per diluted share, compared with $9.5 million, or $3.61 per diluted share in the prior-year quarter.

For the quarter ended June 30, 2019, base advisory fee revenue was $11.2 million.  The base advisory fee revenue in the second quarter was comprised of $8.4 million from Ashford Trust and $2.8 million from Braemar.

Adjusted EBITDA for the quarter was $9.6 million.

CAPITAL STRUCTUREAt the end of the second quarter of 2019, the Company had approximately $8.2 billion of gross assets under management from its advised platforms.  The Company had corporate cash of $38.2 million, 2.8 million fully diluted shares, and a current fully diluted equity market capitalization of approximately $94 million.  The Company's financial results include 1.45 million common shares associated with its Series B convertible preferred stock.  The Company had $25.1 million of loans at June 30, 2019, of which approximately $3.2 million related to its joint venture partners' share of those loans.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS

  • During the quarter, Ashford Trust refinanced its loan on the Ashton Hotel for approximately $8.9 million.

BRAEMAR HOTELS & RESORTS HIGHLIGHTS

  • Subsequent to quarter end, Braemar opened The Notary Hotel, an Autograph Collection property, in downtown Philadelphia after a multi-million dollar conversion of its Courtyard Downtown Philadelphia.
  • Subsequent to quarter end, Braemar announced the planned opening of The Clancy, an Autograph Collection property, in downtown San Francisco after a multi-million dollar conversion of its Courtyard San Francisco Downtown.

"We are pleased with our second quarter results, which reflect the diligent execution of our operating strategy focused on accretively growing our advised platforms and acquiring growth-oriented, hospitality-related businesses," commented Monty J. Bennett, Ashford's Chairman and Chief Executive Officer. "To this end, the proposed acquisition of Remington's Hotel Management business will immediately add scale, diversification and an enhanced competitive position for Ashford in the hospitality industry. It will also expand the breadth of services we offer to our advised REITs as well as the potential to expand business to third-party clients. We are also pleased with the progress of our Enhanced Return Funding Programs with our advised platforms. To date, the ERFP initiative has resulted in the acquisition of five high-quality hotels totaling over $500 million in new assets, and these two Programs should continue to create substantial growth in assets under management for us while also delivering attractive returns to our shareholders and the shareholders of our advised platforms.  Adding hotel management to our growing list of service businesses should significantly increase our returns from the ERFP.  Looking ahead to the remainder of 2019, we remain committed to maximizing value for our shareholders as we look to opportunistically grow our business by accretively expanding our existing REIT platforms, adding additional investment platforms and investing in other hospitality-related businesses through which we can accelerate meaningful, profitable growth."

The Company plans to host an Investor Day on October 3, 2019 at the St. Regis Hotel in New York City.  More information will be forthcoming about this event.

INVESTOR CONFERENCE CALL AND SIMULCASTThe Company will conduct a conference call on Friday, August 2, 2019, at 12:00 p.m. ET.  The number for this interactive teleconference is (323) 794-2597.  A replay of the conference call will be available through Friday, August 9, 2019, by dialing (719) 457-0820 and entering the confirmation number 5922675.

The Company will also provide an online simulcast and rebroadcast of its second quarter 2019 earnings release conference call.  The live broadcast of the Company's quarterly conference call will be available online at the Company's web site, www.ashfordinc.com on Friday, August 2, 2019, beginning at 12:00 p.m. ET.  The online replay will follow shortly after the call and continue for approximately one year.

Included in this press release are certain supplemental measures of performance which are not measures of operating performance under GAAP, to assist investors in evaluating the Company's historical or future financial performance. These supplemental measures include adjusted earnings before interest, tax, depreciation and amortization ("Adjusted EBITDA") and Adjusted Net Income. We believe that Adjusted EBITDA and Adjusted Net Income provide investors and management with a meaningful indicator of operating performance. Management also uses Adjusted EBITDA and Adjusted Net Income, among other measures, to evaluate profitability and our board of directors includes these measures in reviews to determine quarterly distributions to stockholders. We calculate Adjusted EBITDA by subtracting or adding to net income (loss): interest expense, income taxes, depreciation, amortization, net income (loss) to noncontrolling interests, transaction costs, and other expenses. We calculate Adjusted Net Income by subtracting or adding to net income (loss): net income (loss) to noncontrolling interests, transaction costs, and other expenses. Our methodology for calculating Adjusted EBITDA and Adjusted Net Income may differ from the methodologies used by other comparable companies, when calculating the same or similar supplemental financial measures and may not be comparable with these companies. Neither Adjusted EBITDA nor Adjusted Net Income represents cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income (loss) as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity nor are such measures indicative of funds available to satisfy our cash needs. The Company urges investors to carefully review the U.S. GAAP financial information as shown in our periodic reports on Form 10-Q and Form 10-K, as amended and our Current Report on Form 8-K to reflect the acquisition of the Remington project management business.

*  *  *  *  *

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

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

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

Forward Looking Statements

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

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation:  adverse litigation or regulatory developments; general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; the degree and nature of our competition; risks associated with the Remington Project Management business combination transaction, such as the risk that the Project Management business will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the acquisition will not be realized. These and other risk factors are more fully discussed in Ashford's filings with the Securities and Exchange Commission (SEC) including Ashford's definitive proxy statement filed with the SEC on April 1, 2019 and Ashford's 10-K filed with the SEC on March 8, 2019. 

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

 

 

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

June 30, 2019

December 31, 2018

ASSETS

Current assets:

Cash and cash equivalents

$

40,039

$

51,529

Restricted cash

13,276

7,914

Accounts receivable, net

9,232

4,928

Due from affiliates

93

45

Due from Ashford Trust OP

4,872

5,293

Due from Braemar OP

1,830

1,996

Inventories

1,504

1,202

Prepaid expenses and other

3,875

3,902

Total current assets

74,721

76,809

Investments in unconsolidated entities

2,990

500

Furniture, fixtures and equipment, net

62,546

47,947

Operating lease right-of-use assets

21,597

Goodwill

65,040

59,683

Intangible assets, net

189,742

193,194

Other assets

1,542

872

Total assets

$

418,178

$

379,005

LIABILITIES

Current liabilities:

Accounts payable and accrued expenses

$

26,154

$

24,880

Dividends payable

2,791

Due to affiliates

726

2,032

Deferred income

138

148

Deferred compensation plan

77

173

Notes payable, net

2,933

2,595

Operating lease liabilities

2,066

Other liabilities

14,532

8,418

Total current liabilities

49,417

38,246

Deferred income

11,088

13,396

Deferred tax liability, net

31,750

31,506

Deferred compensation plan

6,347

10,401

Notes payable, net

21,925

15,177

Operating lease liabilities

19,546

Other liabilities

2,670

Total liabilities

142,743

108,726

MEZZANINE EQUITY

Series B convertible preferred stock, $25 par value, 8,120,000 shares issued and outstanding, net of discount at      June 30, 2019 and December 31, 2018

201,822

200,847

Redeemable noncontrolling interests

3,615

3,531

EQUITY

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

Series A cumulative preferred stock, no shares issued and outstanding at June 30, 2019 and December 31, 2018

Common stock, $0.01 par value, 100,000,000 shares authorized, 2,475,848 and 2,391,541 shares issued and      outstanding at June 30, 2019 and December 31, 2018, respectively

25

24

Additional paid-in capital

289,821

280,159

Accumulated deficit

(219,965)

(214,242)

Accumulated other comprehensive income (loss)

(293)

(498)

Total stockholders' equity of the Company

69,588

65,443

Noncontrolling interests in consolidated entities

410

458

Total equity

69,998

65,901

Total liabilities and equity

$

418,178

$

379,005

 

 

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,

2019

2018

2019

2018

REVENUE

Advisory services:

Base advisory fee

$

11,190

$

11,174

$

21,812

$

21,885

Incentive advisory fee

169

452

339

904

Reimbursable expenses

3,220

2,496

5,729

4,445

Non-cash stock/unit-based compensation

6,511

10,318

12,269

19,610

Other advisory revenue

130

130

258

258

Audio visual

30,127

23,376

61,102

46,686

Project management

7,700

15,490

Other

4,419

6,865

9,787

9,191

Total revenue

63,466

54,811

126,786

102,979

EXPENSES

Salaries and benefits

9,536

3,476

24,296

16,944

Non-cash stock/unit-based compensation

9,319

12,590

17,345

25,679

Cost of revenues for audio visual

22,229

17,021

43,668

33,608

Cost of revenues for project management

2,602

5,314

Depreciation and amortization

4,934

1,193

9,461

2,233

General and administrative

10,765

8,769

18,740

15,024

Impairment

1,919

Other

3,138

892

4,477

1,738

Total operating expenses

62,523

43,941

123,301

97,145

OPERATING INCOME (LOSS)

943

10,870

3,485

5,834

Equity in earnings (loss) of unconsolidated entities

(298)

(573)

Interest expense

(445)

(161)

(742)

(304)

Amortization of loan costs

(70)

(24)

(139)

(47)

Interest income

9

73

29

185

Other income (expense)

(42)

(221)

(95)

(260)

INCOME (LOSS) BEFORE INCOME TAXES

97

10,537

1,965

5,408

Income tax (expense) benefit

(426)

(1,605)

(1,726)

(2,311)

NET INCOME (LOSS)

(329)

8,932

239

3,097

(Income) loss from consolidated entities attributable to noncontrolling interests

131

118

294

291

Net (income) loss attributable to redeemable noncontrolling interests

310

(90)

289

(151)

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

112

8,960

822

3,237

Preferred dividends

(2,791)

(5,583)

Amortization of preferred stock discount

(484)

(975)

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

(3,163)

$

8,960

$

(5,736)

$

3,237

INCOME (LOSS) PER SHARE - BASIC AND DILUTED

Basic:

Net income (loss) attributable to common stockholders

$

(1.28)

$

4.26

$

(2.35)

$

1.54

Weighted average common shares outstanding - basic

2,462

2,095

2,441

2,094

Diluted:

Net income (loss) attributable to common stockholders

$

(3.00)

$

0.93

$

(3.94)

$

(1.40)

Weighted average common shares outstanding - diluted

2,717

2,487

2,583

2,219

 

 

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,

2019

2018

2019

2018

Net income (loss)

$

(329)

$

8,932

$

239

$

3,097

(Income) loss from consolidated entities attributable to noncontrolling interests

131

118

294

291

Net (income) loss attributable to redeemable noncontrolling interests

310

(90)

289

(151)

Net income (loss) attributable to the company

112

8,960

822

3,237

Interest expense

393

135

650

256

Amortization of loan costs

65

17

128

33

Depreciation and amortization

6,036

1,741

11,382

3,244

Income tax expense (benefit)

421

1,620

1,651

2,252

Net income (loss) attributable to redeemable noncontrolling interests

(6)

18

(10)

6

EBITDA

7,021

12,491

14,623

9,028

Non-cash stock-based compensation

2,691

2,272

4,847

6,065

Market change in deferred compensation plan

(4,817)

(6,375)

(4,077)

(5,814)

Change in contingent consideration fair value

1,430

346

1,445

559

Transaction costs

3,133

3,020

4,113

4,176

Software implementation costs

18

45

Reimbursed software costs

(526)

(439)

(1,167)

(676)

Impairment

1,919

Dead deal costs

87

Legal and settlement costs

(104)

(50)

Severance and executive recruiting costs

457

660

1,301

Amortization of hotel signing fees and lock subsidies

149

109

327

248

Other (gain) loss on disposal of assets

69

(117)

43

(117)

Foreign currency transactions (gain) loss

(32)

58

(21)

22

Adjusted EBITDA

$

9,575

$

11,279

$

20,880

$

16,706

 

 

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,

2019

2018

2019

2018

Net income (loss)

$

(329)

$

8,932

$

239

$

3,097

(Income) loss from consolidated entities attributable to noncontrolling interests

131

118

294

291

Net (income) loss attributable to redeemable noncontrolling interests

310

(90)

289

(151)

Preferred dividends

(2,791)

(5,583)

Amortization of preferred stock discount

(484)

(975)

Net income (loss) attributable to common stockholders

(3,163)

8,960

(5,736)

3,237

Amortization of loan costs

65

17

128

33

Depreciation and amortization

6,036

1,741

11,382

3,244

Net income (loss) attributable to redeemable noncontrolling interests

(6)

18

(10)

6

Preferred dividends

2,791

5,583

Amortization of preferred stock discount

484

975

Non-cash stock-based compensation

2,691

2,272

4,847

6,065

Market change in deferred compensation plan

(4,817)

(6,375)

(4,077)

(5,814)

Change in contingent consideration fair value

1,430

346

1,445

559

Transaction costs

3,133

3,020

4,113

4,176

Software implementation costs

18

45

Reimbursed software costs

(526)

(439)

(1,167)

(676)

Impairment

1,919

Dead deal costs

87

Legal and settlement costs

(104)

(50)

Severance and executive recruiting costs

457

660

1,301

Amortization of hotel signing fees and lock subsidies

149

109

327

248

Other (gain) loss on disposal of assets

69

(117)

43

(117)

Foreign currency transactions (gain) loss

(32)

58

(21)

22

GAAP income tax expense (benefit)

421

1,620

1,651

2,252

Adjusted income tax (expense) benefit (1)

(477)

(1,620)

(1,407)

(2,252)

Adjusted net income

$

8,705

$

9,524

$

18,823

$

14,198

Adjusted net income per diluted share available to common stockholders

$

2.04

$

3.61

$

4.43

$

5.33

Weighted average diluted shares

4,270

2,640

4,251

2,664

Components of weighted average diluted shares

Common shares

2,466

2,099

2,444

2,098

Series B cumulative convertible preferred stock

1,450

1,450

Deferred compensation plan

203

206

203

207

Stock options

16

250

43

290

OpenKey put option

52

26

42

22

JSAV put option

72

50

59

38

Restricted shares

11

9

10

9

Weighted average diluted shares

4,270

2,640

4,251

2,664

Reconciliation of income tax expense (benefit) to adjusted income tax (expense) benefit

GAAP income tax (expense) benefit

$

(426)

$

(1,605)

$

(1,726)

$

(2,311)

Less GAAP income tax (expense) benefit attributable to noncontrolling interests

(5)

15

(75)

(59)

GAAP income tax (expense) benefit excluding noncontrolling interests

(421)

(1,620)

(1,651)

(2,252)

Less deferred income tax (expense) benefit

56

(244)

Adjusted income tax (expense) benefit (1)

$

(477)

$

(1,620)

$

(1,407)

$

(2,252)

(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 hospitality products and services businesses, and (ii) provides more useful information to investors regarding our economic performance inclusive of the impacts from the Tax Cuts and Jobs Act. See Note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2018.

 

 

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, 2019

Three Months Ended June 30, 2018

REIT Advisory

HospitalityProducts& Services

Corporate/ Other

Ashford Inc.Consolidated

REIT Advisory

Hospitality Products& Services

Corporate/ Other

Ashford Inc. Consolidated

REVENUE

Advisory services:

Base advisory fee - Trust

$

8,415

$

$

$

8,415

$

8,862

$

$

$

8,862

Incentive advisory fee - Trust

452

452

Reimbursable expenses - Trust

2,658

2,658

1,997

1,997

Non-cash stock/unit-based compensation - Trust

4,548

4,548

8,940

8,940

Base advisory fee - Braemar

2,775

2,775

2,312

2,312

Incentive advisory fee - Braemar

169

169

Reimbursable expenses - Braemar

562

562

499

499

Non-cash stock/unit-based compensation - Braemar

1,963

1,963

1,378

1,378

Other advisory revenue - Braemar

130

130

130

130

Audio visual

30,127

30,127

23,376

23,376

Project management

7,700

7,700

Other

1,421

2,998

4,419

628

6,237

6,865

Total revenue

22,641

40,825

63,466

25,198

29,613

54,811

EXPENSES

Salaries and benefits

5,675

8,164

13,839

2,418

7,101

9,519

Market change in deferred compensation plan

(4,817)

(4,817)

(6,375)

(6,375)

REIT non-cash stock/unit-based compensation

6,511

105

6,616

10,318

10,318

AINC and subsidiary non-cash stock-based compensation

90

2,613

2,703

2,272

2,272

Reimbursable expenses

3,220

3,220

2,496

2,496

Cost of audio visual revenues

22,229

22,229

17,021

17,021

Cost of project management revenues

2,602

2,602

General and administrative

4,001

4,058

8,059

2,733

3,872

6,605

Depreciation and amortization

1,570

3,268

96

4,934

369

503

321

1,193

Other

3,139

(1)

3,138

545

347

892

Total operating expenses

11,301

41,109

10,113

62,523

13,183

23,220

7,538

43,941

OPERATING INCOME (LOSS)

11,340

(284)

(10,113)

943

12,015

6,393

(7,538)

10,870

Other

(773)

(73)

(846)

27

(432)

72

(333)

INCOME (LOSS) BEFORE INCOME TAXES

11,340

(1,057)

(10,186)

97

12,042

5,961

(7,466)

10,537

Income tax (expense) benefit

(2,550)

(49)

2,173

(426)

(1,848)

(1,658)

1,901

(1,605)

NET INCOME (LOSS)

8,790

(1,106)

(8,013)

(329)

10,194

4,303

(5,565)

8,932

(Income) loss from consolidated entities attributable to noncontrolling interests

131

131

118

118

Net (income) loss attributable to redeemable noncontrolling interests

304

6

310

(72)

(18)

(90)

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

8,790

$

(671)

$

(8,007)

$

112

$

10,194

$

4,349

$

(5,583)

$

8,960

Interest expense

357

36

393

135

135

Amortization of loan costs

17

48

65

17

17

Depreciation and amortization

1,570

4,371

95

6,036

369

1,051

321

1,741

Income tax expense (benefit)

2,550

44

(2,173)

421

1,848

1,673

(1,901)

1,620

Net income (loss) attributable to redeemable noncontrolling interests

(6)

(6)

18

18

EBITDA

12,910

4,118

(10,007)

7,021

12,411

7,225

(7,145)

12,491

Non-cash stock-based compensation

77

2,614

2,691

2,272

2,272

Market change in deferred compensation plan

(4,817)

(4,817)

(6,375)

(6,375)

Change in contingent consideration fair value

1,430

1,430

346

346

Transaction costs

199

2,934

3,133

3,020

3,020

Software implementation costs

18

18

Reimbursed software costs, net

(526)

(526)

(439)

(439)

Legal and settlement costs

(104)

(104)

Severance and executive recruiting costs

448

9

457

Amortization of hotel signing fees and lock subsidies

149

149

109

109

Other (gain) loss on disposal of assets

69

69

(117)

(117)

Foreign currency transactions (gain) loss

(32)

(32)

58

58

Adjusted EBITDA

12,384

6,458

(9,267)

9,575

11,972

7,275

(7,968)

11,279

Interest expense

(357)

(36)

(393)

(135)

(135)

Adjusted income tax (expense) benefit

(1,168)

(1,016)

1,707

(477)

(1,848)

(1,673)

1,901

(1,620)

Adjusted net income (loss)

$

11,216

$

5,085

$

(7,596)

$

8,705

$

10,124

$

5,467

$

(6,067)

$

9,524

Adjusted net income (loss) per diluted share available to common stockholders (1)

$

2.63

$

1.19

$

(1.78)

$

2.04

$

3.83

$

2.07

$

(2.30)

$

3.61

Weighted average diluted shares

4,270

4,270

4,270

4,270

2,640

2,640

2,640

2,640

(1)     

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

 

 

ASHFORD INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Six Months Ended June 30, 2019

Six Months Ended June 30, 2018

REIT Advisory

HospitalityProducts & Services

Corporate/ Other

Ashford Inc. Consolidated

REITAdvisory

HospitalityProducts & Services

Corporate/ Other

Ashford Inc. Consolidated

REVENUE

Advisory services:

Base advisory fee - Trust

$

16,460

$

$

$

16,460

$

17,466

$

$

$

17,466

Incentive advisory fee - Trust

904

904

Reimbursable expenses - Trust

4,698

4,698

3,526

3,526

Non-cash stock/unit-based compensation - Trust

8,837

8,837

15,685

15,685

Base advisory fee - Braemar

5,352

5,352

4,419

4,419

Incentive advisory fee - Braemar

339

339

Reimbursable expenses - Braemar

1,031

1,031

919

919

Non-cash stock/unit-based compensation - Braemar

3,432

3,432

3,925

3,925

Other advisory revenue - Braemar

258

258

258

258

Audio visual

61,102

61,102

46,686

46,686

Project management

15,490

15,490

Other

2,850

6,937

9,787

1,117

8,074

9,191

Total revenue

43,257

83,529

126,786

48,219

54,760

102,979

EXPENSES

Salaries and benefits

11,173

16,172

27,345

4,567

17,527

22,094

Market change in deferred compensation plan

(4,077)

(4,077)

(5,814)

(5,814)

REIT non-cash stock/unit-based compensation

12,269

214

12,483

19,610

19,610

AINC and subsidiary non-cash stock-based compensation

96

4,766

4,862

8

6,061

6,069

Reimbursable expenses

5,729

5,729

4,445

4,445

Cost of audio visual revenues

43,668

43,668

33,608

33,608

Cost of project management revenues

5,314

5,314

General and administrative

8,009

6,030

14,039

5,227

6,016

11,243

Depreciation and amortization

2,753

6,489

219

9,461

759

995

479

2,233

Impairment

1,863

56

1,919

Other

4,478

(1)

4,477

1,179

559

1,738

Total operating expenses

20,751

79,441

23,109

123,301

26,677

45,584

24,884

97,145

OPERATING INCOME (LOSS)

22,506

4,088

(23,109)

3,485

21,542

9,176

(24,884)

5,834

Other

(1,384)

(136)

(1,520)

46

(656)

184

(426)

INCOME (LOSS) BEFORE INCOME TAXES

22,506

2,704

(23,245)

1,965

21,588

8,520

(24,700)

5,408

Income tax (expense) benefit

(5,039)

(1,662)

4,975

(1,726)

(3,964)

(2,539)

4,192

(2,311)

NET INCOME (LOSS)

17,467

1,042

(18,270)

239

17,624

5,981

(20,508)

3,097

(Income) loss from consolidated entities attributable to noncontrolling interests

294

294

291

291

Net (income) loss attributable to redeemable noncontrolling interests

279

10

289

(145)

(6)

(151)

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

17,467

$

1,615

$

(18,260)

$

822

$

17,624

$

6,127

$

(20,514)

$

3,237

Interest expense

580

70

650

256

256

Amortization of loan costs

32

96

128

33

33

Depreciation and amortization

2,753

8,411

218

11,382

759

2,006

479

3,244

Income tax expense (benefit)

5,039

1,587

(4,975)

1,651

3,964

2,480

(4,192)

2,252

Net income (loss) attributable to redeemable noncontrolling interests

(10)

(10)

6

6

EBITDA

25,259

12,225

(22,861)

14,623

22,347

10,902

(24,221)

9,028

Non-cash stock-based compensation

81

4,766

4,847

4

6,061

6,065

Market change in deferred compensation plan

(4,077)

(4,077)

(5,814)

(5,814)

Change in contingent consideration fair value

1,445

1,445

559

559

Transaction costs

473

3,640

4,113

70

4,106

4,176

Software implementation costs

45

45

Reimbursed software costs, net

(1,167)

(1,167)

(676)

(676)

Impairment

1,863

56

1,919

Dead deal costs

87

87

Legal and settlement costs

(50)

(50)

Severance and executive recruiting costs

651

9

660

1,301

1,301

Amortization of hotel signing fees and lock subsidies

327

327

248

248

Other (gain) loss on disposal of assets

43

43

(117)

(117)

Foreign currency transactions (gain) loss

(21)

(21)

22

22

Adjusted EBITDA

24,092

15,224

(18,436)

20,880

23,534

11,129

(17,957)

16,706

Interest expense

(580)

(70)

(650)

(256)

(256)

Adjusted income tax (expense) benefit

(2,677)

(2,758)

4,028

(1,407)

(3,964)

(2,480)

4,192

(2,252)

Adjusted net income (loss)

$

21,415

$

11,886

$

(14,478)

$

18,823

$

19,570

$

8,393

$

(13,765)

$

14,198

Adjusted net income (loss) per diluted share available to common stockholders (1)

$

5.04

$

2.80

$

(3.41)

$

4.43

$

7.35

$

3.15

$

(5.17)

$

5.33

Weighted average diluted shares

4,251

4,251

4,251

4,251

2,664

2,664

2,664

2,664

(1)     

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

 

 

ASHFORD INC. AND SUBSIDIARIES

HOSPITALITY PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Three Months Ended June 30, 2019

Three Months Ended June 30, 2018

Premier

JSAV

OpenKey

Other (1)

HospitalityProducts& Services

Premier

JSAV

OpenKey

Other (1)

Hospitality Products & Services

REVENUE

Audio visual

30,127

30,127

23,376

23,376

Project management

7,700

7,700

Other

194

2,804

2,998

153

6,084

6,237

Total revenue

7,700

30,127

194

2,804

40,825

23,376

153

6,084

29,613

EXPENSES

Salaries and benefits

1,115

3,707

399

454

5,675

1,622

499

297

2,418

REIT non-cash stock/unit-based compensation

105

105

AINC and subsidiary non-cash stock-based compensation

57

9

24

90

Cost of audio visual revenues

22,229

22,229

17,021

17,021

Cost of project management revenues

2,602

2,602

General and administrative

439

2,730

296

536

4,001

2,065

407

261

2,733

Depreciation and amortization

2,738

503

7

20

3,268

489

7

7

503

Other

1,621

49

1,469

3,139

(3)

548

545

Total operating expenses

7,056

30,799

775

2,479

41,109

21,197

910

1,113

23,220

OPERATING INCOME (LOSS)

644

(672)

(581)

325

(284)

2,179

(757)

4,971

6,393

Other

(420)

(353)

(773)

(412)

(7)

(13)

(432)

INCOME (LOSS) BEFORE INCOME TAXES

644

(1,092)

(581)

(28)

(1,057)

1,767

(764)

4,958

5,961

Income tax (expense) benefit

(342)

319

(26)

(49)

(502)

(1,156)

(1,658)

NET INCOME (LOSS)

302

(773)

(581)

(54)

(1,106)

1,265

(764)

3,802

4,303

(Income) loss from consolidated entities attributable to noncontrolling interests

152

(21)

131

(82)

187

13

118

Net (income) loss attributable to redeemable noncontrolling interests

133

171

304

(295)

223

(72)

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

302

$

(640)

$

(258)

$

(75)

$

(671)

$

$

888

$

(354)

$

3,815

$

4,349

Interest expense

314

43

357

122

13

135

Amortization of loan costs

12

3

2

17

10

3

4

17

Depreciation and amortization

2,738

1,542

4

87

4,371

1,001

3

47

1,051

Income tax expense (benefit)

342

(324)

26

44

517

1,156

1,673

EBITDA

3,382

904

(251)

83

4,118

2,538

(348)

5,035

7,225

Non-cash stock-based compensation

57

8

12

77

Change in contingent consideration fair value

1,430

1,430

Transaction costs

80

119

199

Severance and executive recruiting costs

98

350

448

Amortization of hotel signing fees and lock subsidies

122

27

149

100

9

109

Other (gain) loss on disposal of assets

69

69

(111)

(6)

(117)

Foreign currency transactions (gain) loss

(32)

(32)

58

58

Adjusted EBITDA

3,537

2,931

(212)

202

6,458

2,585

(339)

5,029

7,275

Interest expense

(314)

(43)

(357)

(122)

(13)

(135)

Adjusted income tax (expense) benefit

(1,089)

49

24

(1,016)

(517)

(1,156)

(1,673)

Adjusted net income (loss)

$

2,448

$

2,666

$

(212)

$

183

$

5,085

$

$

1,946

$

(339)

$

3,860

$

5,467

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

$

0.57

$

0.62

$

(0.05)

$

0.04

$

1.19

$

$

0.74

$

(0.13)

$

1.46

$

2.07

Weighted average diluted shares

4,270

4,270

4,270

4,270

4,270

2,640

2,640

2,640

2,640

2,640

(1)   

Represents RED Hospitality & Leisure LLC, Pure Wellness and Lismore Capital LLC.

(2)     

The sum of the adjusted net income (loss) per diluted share available to common stockholders, as calculated for the subsidiaries, may differ from the Hospitality Products & Services total due to rounding.

 

 

ASHFORD INC. AND SUBSIDIARIES

HOSPITALITY PRODUCTS & SERVICES

CONSOLIDATED STATEMENTS OF OPERATIONS AND

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

(unaudited, in thousands, except per share amounts)

Six Months Ended June 30, 2019

Six Months Ended June 30, 2018

Premier

JSAV

OpenKey

Other (1)

Hospitality Products & Services

Premier

JSAV

OpenKey

Other (1)

Hospitality Products& Services

REVENUE

Audio visual

$

$

61,102

$

$

$

61,102

$

$

46,686

$

$

$

46,686

Project management

15,490

15,490

Other

451

6,486

6,937

472

7,602

8,074

Total revenue

15,490

61,102

451

6,486

83,529

46,686

472

7,602

54,760

EXPENSES

Salaries and benefits

2,057

7,286

885

945

11,173

2,937

1,026

604

4,567

REIT non-cash stock/unit-based compensation

214

214

AINC and subsidiary non-cash stock-based compensation

60

9

27

96

8

8

Cost of audio visual revenues

43,668

43,668

33,608

33,608

Cost of project management revenues

5,314

5,314

General and administrative

723

5,702

664

920

8,009

3,966

748

513

5,227

Depreciation and amortization

5,476

958

14

41

6,489

943

13

39

995

Other

1,639

142

2,697

4,478

292

887

1,179

Total operating expenses

13,844

59,262

1,732

4,603

79,441

41,454

2,087

2,043

45,584

OPERATING INCOME (LOSS)

1,646

1,840

(1,281)

1,883

4,088

5,232

(1,615)

5,559

9,176

Other

(753)

(1)

(630)

(1,384)

(621)

(14)

(21)

(656)

INCOME (LOSS) BEFORE INCOME TAXES

1,646

1,087

(1,282)

1,253

2,704

4,611

(1,629)

5,538

8,520

Income tax (expense) benefit

(768)

(568)

(326)

(1,662)

(1,248)

(1,291)

(2,539)

NET INCOME (LOSS)

878

519

(1,282)

927

1,042

3,363

(1,629)

4,247

5,981

(Income) loss from consolidated entities attributable to noncontrolling interests

329

(35)

294

(93)

343

41

291

Net (income) loss attributable to redeemable noncontrolling interests

(94)

373

279

(650)

505

(145)

NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY

$

878

$

425

$

(580)

$

892

$

1,615

$

$

2,620

$

(781)

$

4,288

$

6,127

Interest expense

498

82

580

240

16

256

Amortization of loan costs

23

6

3

32

20

6

7

33

Depreciation and amortization

5,476

2,768

7

160

8,411

1,925

6

75

2,006

Income tax expense (benefit)

768

493

326

1,587

1,189

1,291

2,480

EBITDA

7,122

4,207

(567)

1,463

12,225

5,994

(769)

5,677

10,902

Non-cash stock-based compensation

60

8

13

81

4

4

Change in contingent consideration fair value

1,445

1,445

Transaction costs

279

194

473

64

6

70

Severance and executive recruiting costs

98

533

20

651

Amortization of hotel signing fees and lock subsidies

262

65

327

228

20

248

Other (gain) loss on disposal of assets

43

43

(111)

(6)

(117)

Foreign currency transactions (gain) loss

(21)

(21)

22

22

Adjusted EBITDA

7,280

6,756

(469)

1,657

15,224

6,197

(745)

5,677

11,129

Interest expense

(498)

(82)

(580)

(240)

(16)

(256)

Adjusted income tax (expense) benefit

(2,162)

(276)

(320)

(2,758)

(1,189)

(1,291)

(2,480)

Adjusted net income (loss)

$

5,118

$

5,982

$

(469)

$

1,255

$

11,886

$

$

4,768

$

(745)

$

4,370

$

8,393

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

$

1.20

$

1.41

$

(0.11)

$

0.30

$

2.80

$

$

1.79

$

(0.28)

$

1.64

$

3.15

Weighted average diluted shares

4,251

4,251

4,251

4,251

4,251

2,664

2,664

2,664

2,664

2,664

(1)     

Represents RED Hospitality & Leisure LLC, Pure Wellness and Lismore Capital LLC.

(2)     

The sum of the adjusted net income (loss) per diluted share available to common stockholders, as calculated for the subsidiaries, may differ from the Hospitality Products & Services total due to rounding.

 

 

 

Cision View original content:http://www.prnewswire.com/news-releases/ashford-reports-second-quarter-2019-results-300895319.html

SOURCE Ashford Inc.



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