Ashford Reports Second Quarter 2019 Results

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DALLAS, Aug. 1, 2019 /PRNewswire/ -- Ashford Inc. 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 BUSINESS

On 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. AHT ("Ashford Trust" or "Trust") and Braemar Hotels & Resorts Inc. 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 TRUST

During 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 UPDATE

The 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 UPDATE

RED Hospitality & Leisure ("RED Hospitality") is a leading provider of watersports activities and other travel and transportation services in the U.S. Virgin Islands. 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 RESULTS

Net 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 STRUCTURE

At 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 SIMULCAST

The 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



Hospitality

Products

& 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



Hospitality

Products

& Services



Corporate/

Other



Ashford Inc.

Consolidated



REIT

Advisory



Hospitality

Products

& 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)



Hospitality

Products

& 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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