Form 8-K Ashford Inc. For: Nov 03
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 3, 2016
ASHFORD INC.
(Exact name of registrant as specified in its charter)
MARYLAND | 001-36400 | 46-5292553 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS employer identification number) | ||
14185 Dallas Parkway, Suite 1100 | ||||
Dallas, Texas | 75254 | |||
(Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code: (972) 490-9600
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 3, 2016, Ashford Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2016. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number | Description | |
99.1 | Third Quarter 2016 Earnings Press Release of the Company, dated November 3, 2016. | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 3, 2016 | ||
ASHFORD INC. | ||
By: | /s/ DERIC S. EUBANKS | |
Deric S. Eubanks | ||
Chief Financial Officer | ||
EXHIBIT 99.1
NEWS RELEASE
Contact: | Deric Eubanks | Jordan Jennings | Marilynn Meek | |||
Chief Financial Officer | Investor Relations | Financial Relations Board | ||||
(972) 490-9600 | (972) 778-9487 | (212) 827-3773 | ||||
ASHFORD REPORTS THIRD QUARTER 2016 RESULTS
Assets Under Management Over $6 Billion at Quarter End
DALLAS, November 3, 2016 -- Ashford (NYSE MKT: AINC) (the “Company”) today reported the following results and performance measures for the third quarter ended September 30, 2016. For the third quarter, the Company has consolidated the financial position and operating results of the private investment funds managed by Ashford Investment Management. The financial impact from this consolidation is adjusted out of the Company’s financials through the noncontrolling interests in consolidated entities line items on the Company’s income statement and balance sheet. Unless otherwise stated, all reported results compare the third quarter ended September 30, 2016, with the third quarter ended September 30, 2015 (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, low-capex business model |
• | Diversified platform of multiple fee generators |
• | Seeks to grow in three primary areas: |
◦ | Expanding the existing platforms accretively and accelerating performance to earn incentive fees |
◦ | Starting new platforms for additional base and incentive fees |
◦ | Investing in businesses that can achieve accelerated growth through doing business with our existing platforms. |
• | 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 the Company for the third quarter of 2016 totaled $0.3 million, or $0.49 per diluted share |
• | Total revenue for the third quarter of 2016 was $16.5 million |
• | Adjusted EBITDA for the third quarter was $3.2 million |
• | Adjusted net income for the third quarter was $2.7 million, or $1.17 per diluted share |
• | At the end of the third quarter 2016, the Company had approximately $6.1 billion of assets under management |
• | As of September 30, 2016, the Company had corporate cash of $26.3 million |
UPDATE ON PROPOSED COMBINATION WITH REMINGTON
As announced previously, the Company’s stockholders approved Ashford Inc.’s combination with Remington Holdings LLP at a special meeting held on April 12, 2016. Currently, the Company is still waiting on a private letter ruling from the U.S. Internal Revenue Service.
Remington is a premier hotel property and project management company with over 40 years of experience in the lodging industry and a proven track record of outperforming other hotel property managers. It currently operates 91 hotels in 28 states with almost 18,000 hotel rooms and employs approximately 8,000 associates. Current brand operations include: Marriott, Renaissance, Residence Inn, Courtyard, Fairfield Inn, SpringHill Suites, Sheraton, Westin, Crowne Plaza, Hilton, Embassy Suites, Hyatt, Hampton Inn, Hilton Garden Inn, and Homewood Suites. In addition to branded hotels, Remington also operates several independent hotels and The Gallery™, Remington's collection of independent luxury resort hotels.
INVESTMENT IN OPENKEY
As previously announced, the Company has made an investment in OpenKey. OpenKey is the universal, industry-standard smartphone App for keyless entry in hotel guestrooms. By creating an open platform solution, OpenKey seeks to make mobile key technology more accessible and convenient, streamlining the process for hotel owners and guests. OpenKey’s powerful software has a secure interface with lock companies that represent a majority of the installed guestroom locks globally. The Company has already installed OpenKey at some of the hotels owned by its managed REITs and anticipates additional hotels coming online soon. OpenKey has made significant traction in non-Ashford hotels as well and is growing its hotel subscriber base. OpenKey contracted 409 rooms, 674 rooms, and 4,328 rooms in the first, second, and third quarters, respectively.
FINANCIAL RESULTS
Net loss attributable to the Company for the third quarter of 2016 totaled $0.3 million, or $0.14 per share, compared with net income of $0.05 million, or $0.03 per share, for the third quarter of 2015.
For the third quarter ended September 30, 2016, advisory services revenue totaled $16.4 million, including $12.0 million from Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Trust”) and $4.4 million from Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Prime”).
Adjusted EBITDA for the third quarter of 2016 was $3.2 million, compared with $4.0 million for the third quarter of 2015.
Adjusted net income for the third quarter of 2016 was $2.7 million, or $1.17 per diluted share, compared with $3.0 million, or $1.34 per diluted share, for the third quarter of 2015.
CAPITAL STRUCTURE
At the end of the third quarter 2016, the Company had approximately $6.1 billion of assets under management from its managed companies and corporate cash of $26.3 million. The Company has no debt, no preferred equity, and a current fully diluted equity market capitalization of approximately $100 million.
QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS
ASHFORD TRUST HIGHLIGHTS
• | In the third quarter, Trust completed its public offering of 4,800,000 shares of 7.375% Series F Cumulative Preferred Stock at $25.00 per share. |
• | In the third quarter, Trust completed the redemption of all of its issued and outstanding shares of 9.00% Series E Cumulative Preferred Stock. |
• | In the third quarter, Trust completed the sale of the 124-room Hampton Inn & Suites in Gainesville, FL for approximately $27 million in cash ($218,000 per key). |
• | Subsequent to quarter end, Trust closed on the sale of the 162-room SpringHill Suites Gaithersburg in Gaithersburg, MD for approximately $13.2 million ($81,000 per key). |
• | Subsequent to quarter end, Trust closed on the sale of the two-hotel portfolio comprised of the 151-room |
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Courtyard Palm Desert and the 130-room Residence Inn Palm Desert for $36 million ($128,000 per key).
• | Subsequent to quarter end, Trust refinanced four mortgage loans with existing outstanding balances totaling approximately $415 million with a new loan totaling $450 million. |
• | Subsequent to quarter end, Trust priced an underwritten public offering of 6,200,000 shares of 7.375% Series G Cumulative Preferred Stock at $25.00 per share. |
ASHFORD PRIME HIGHLIGHTS
• | In the third quarter, Prime completed the sale of the 250-room Courtyard Seattle Downtown/Lake Union for $84.5 million in cash ($338,000 per key). |
Monty J. Bennett, Ashford’s Chairman and Chief Executive Officer commented, “We are committed to maximizing value for our shareholders by pursuing our strategy to opportunistically grow our business by accretively expanding our existing REIT platforms, adding additional investment platforms and investing in other hospitality-related businesses.”
INVESTOR CONFERENCE CALL AND SIMULCAST
The Company will conduct a conference call on Friday, November 4, 2016, at 12:00 p.m. ET. The number to call for this interactive teleconference is (719) 325-4923. A replay of the conference call will be available through Friday, November 11, 2016, by dialing (719) 457-0820 and entering the confirmation number, 3729867.
The Company will also provide an online simulcast and rebroadcast of its third quarter 2016 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, November 4, 2016, 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.
* * * * *
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.”
Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant
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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," "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: the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction; the failure to satisfy conditions to completion of the transaction, including receipt of regulatory approvals, stockholder approval and a private letter ruling from the IRS; changes in the business or operating prospects of Remington; adverse litigation or regulatory developments; our success in implementing our business development plans of integrating Ashford’s and Remington’s business and realizing the expected benefits of the transaction; 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; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford’s filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release are only made as of the date of this press release. 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.
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ASHFORD INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share amounts)
September 30, | December 31, | ||||||
2016 | 2015 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 79,602 | $ | 50,272 | |||
Restricted cash | 10,091 | 5,684 | |||||
Investments in securities | 7,153 | 81,072 | |||||
Prepaid expenses and other | 945 | 1,909 | |||||
Receivables | 18 | 250 | |||||
Due from Ashford Trust OP, net | 6,246 | 5,856 | |||||
Due from Ashford Prime OP, net | 1,614 | 3,821 | |||||
Total current assets | 105,669 | 148,864 | |||||
Investments in unconsolidated entities | 500 | 3,335 | |||||
Furniture, fixtures and equipment, net | 10,834 | 6,550 | |||||
Deferred tax assets | 4,954 | 4,242 | |||||
Other assets | 4,000 | 4,000 | |||||
Total assets | $ | 125,957 | $ | 166,991 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable and accrued expenses | $ | 10,199 | $ | 10,447 | |||
Due to affiliates | 1,398 | 782 | |||||
Liabilities associated with investments in securities | — | 983 | |||||
Other liabilities | 10,091 | 5,684 | |||||
Total current liabilities | 21,688 | 17,896 | |||||
Accrued expenses | 284 | 385 | |||||
Deferred income | 3,649 | 629 | |||||
Deferred compensation plan | 10,027 | 11,205 | |||||
Total liabilities | 35,648 | 30,115 | |||||
Redeemable noncontrolling interests in Ashford LLC | 215 | 240 | |||||
Redeemable noncontrolling interests in subsidiary common stock | 1,171 | — | |||||
Equity: | |||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | |||||||
Series A cumulative preferred stock, no shares issued and outstanding at September 30, 2016 and December 31, 2015 | — | — | |||||
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,016,353 and 2,010,808 shares issued and 2,015,599 and 2,010,569 shares outstanding at September 30, 2016 and December 31, 2015, respectively | 20 | 20 | |||||
Additional paid-in capital | 236,639 | 234,716 | |||||
Accumulated deficit | (202,268 | ) | (202,546 | ) | |||
Treasury stock, at cost, 754 shares and 239 shares at September 30, 2016 and December 31, 2015, respectively | (45 | ) | (25 | ) | |||
Total stockholders’ equity of the Company | 34,346 | 32,165 | |||||
Noncontrolling interests in consolidated entities | 54,577 | 104,471 | |||||
Total equity | 88,923 | 136,636 | |||||
Total liabilities and equity | $ | 125,957 | $ | 166,991 | |||
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ASHFORD INC. AND SUBSIDIARIES
STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
REVENUE | |||||||||||||||
Advisory services: | |||||||||||||||
Base advisory fee | $ | 10,679 | $ | 10,847 | $ | 32,176 | $ | 31,731 | |||||||
Incentive advisory fee | 481 | — | 1,213 | — | |||||||||||
Reimbursable expenses | 2,246 | 2,090 | 6,676 | 6,384 | |||||||||||
Non-cash stock/unit-based compensation | 3,021 | 1,403 | 7,755 | 3,637 | |||||||||||
Other | 111 | 156 | 279 | 351 | |||||||||||
Total revenue | 16,538 | 14,496 | 48,099 | 42,103 | |||||||||||
EXPENSES | |||||||||||||||
Salaries and benefits | 7,191 | 1,952 | 21,882 | 14,278 | |||||||||||
Non-cash stock/unit-based compensation | 5,773 | 4,772 | 16,524 | 15,877 | |||||||||||
Depreciation | 271 | (12 | ) | 815 | 516 | ||||||||||
General and administrative | 3,438 | 6,507 | 11,717 | 14,929 | |||||||||||
Total operating expenses | 16,673 | 13,219 | 50,938 | 45,600 | |||||||||||
OPERATING INCOME (LOSS) | (135 | ) | 1,277 | (2,839 | ) | (3,497 | ) | ||||||||
Realized loss on investment in unconsolidated entity | — | — | (3,601 | ) | — | ||||||||||
Unrealized gain (loss) on investment in unconsolidated entity | — | (1,954 | ) | 2,141 | (3,020 | ) | |||||||||
Interest income | 21 | 150 | 44 | 202 | |||||||||||
Dividend income | 33 | 360 | 79 | 532 | |||||||||||
Unrealized gain (loss) on investments | 287 | (7,861 | ) | 1,182 | (10,851 | ) | |||||||||
Realized gain (loss) on investments | (728 | ) | 35 | (7,071 | ) | 1,070 | |||||||||
Other income (expense) | 5 | (125 | ) | (144 | ) | (135 | ) | ||||||||
LOSS BEFORE INCOME TAXES | (517 | ) | (8,118 | ) | (10,209 | ) | (15,699 | ) | |||||||
Income tax expense | (575 | ) | (1,036 | ) | (560 | ) | (1,500 | ) | |||||||
NET LOSS | (1,092 | ) | (9,154 | ) | (10,769 | ) | (17,199 | ) | |||||||
Loss from consolidated entities attributable to noncontrolling interests | 486 | 9,208 | 6,852 | 13,323 | |||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in Ashford LLC | (1 | ) | — | 6 | 10 | ||||||||||
Net loss attributable to redeemable noncontrolling interests in subsidiary common stock | 322 | — | 788 | — | |||||||||||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | $ | (285 | ) | $ | 54 | $ | (3,123 | ) | $ | (3,866 | ) | ||||
INCOME (LOSS) PER SHARE - BASIC AND DILUTED | |||||||||||||||
Basic: | |||||||||||||||
Net income (loss) attributable to common stockholders | $ | (0.14 | ) | $ | 0.03 | $ | (1.55 | ) | $ | (1.95 | ) | ||||
Weighted average common shares outstanding - basic | 2,014 | 1,991 | 2,011 | 1,986 | |||||||||||
Diluted: | |||||||||||||||
Net loss attributable to common stockholders | $ | (0.49 | ) | $ | (2.26 | ) | $ | (2.33 | ) | $ | (4.70 | ) | |||
Weighted average common shares outstanding - diluted | 2,262 | 2,202 | 2,188 | 2,198 | |||||||||||
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ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET LOSS TO EBITDA AND ADJUSTED EBITDA
(unaudited, in thousands)
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net loss | $ | (1,092 | ) | $ | (9,154 | ) | $ | (10,769 | ) | $ | (17,199 | ) | |||
Loss from consolidated entities attributable to noncontrolling interests | 486 | 9,208 | 6,852 | 13,323 | |||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in Ashford LLC | (1 | ) | — | 6 | 10 | ||||||||||
Net loss attributable to redeemable noncontrolling interests in subsidiary common stock | 322 | — | 788 | — | |||||||||||
Net income (loss) attributable to the company | (285 | ) | 54 | (3,123 | ) | (3,866 | ) | ||||||||
Depreciation | 267 | (12 | ) | 802 | 516 | ||||||||||
Income tax expense | 575 | 1,036 | 560 | 1,500 | |||||||||||
Realized and unrealized loss on investment in unconsolidated entity (net of noncontrolling interest) | — | 1,172 | 1,328 | 1,812 | |||||||||||
Net income (loss) attributable to redeemable noncontrolling interests in Ashford LLC | 1 | — | (6 | ) | (10 | ) | |||||||||
EBITDA | 558 | 2,250 | (439 | ) | (48 | ) | |||||||||
Equity-based compensation | 2,753 | 3,369 | 8,769 | 12,240 | |||||||||||
Market change in deferred compensation plan | (494 | ) | (5,035 | ) | (1,178 | ) | (6,457 | ) | |||||||
Transaction costs | 310 | 3,423 | 1,180 | 4,793 | |||||||||||
Software implementation costs | 49 | — | 954 | — | |||||||||||
Dead deal costs | — | — | 63 | — | |||||||||||
Realized and unrealized loss on derivatives | 56 | — | 103 | — | |||||||||||
Adjusted EBITDA | $ | 3,232 | $ | 4,007 | $ | 9,452 | $ | 10,528 | |||||||
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ASHFORD INC. AND SUBSIDIARIES
RECONCILIATION OF NET LOSS TO ADJUSTED NET INCOME
(unaudited, in thousands, except per share amounts)
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, | September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net loss | $ | (1,092 | ) | $ | (9,154 | ) | $ | (10,769 | ) | $ | (17,199 | ) | |||
Loss from consolidated entities attributable to noncontrolling interests | 486 | 9,208 | 6,852 | 13,323 | |||||||||||
Net (income) loss attributable to redeemable noncontrolling interests in Ashford LLC | (1 | ) | — | 6 | 10 | ||||||||||
Net loss attributable to redeemable noncontrolling interests in subsidiary common stock | 322 | — | 788 | — | |||||||||||
Net income (loss) attributable to common stockholders | (285 | ) | 54 | (3,123 | ) | (3,866 | ) | ||||||||
Depreciation | 267 | (12 | ) | 802 | 516 | ||||||||||
Net income (loss) attributable to redeemable noncontrolling interests in Ashford LLC | 1 | — | (6 | ) | (10 | ) | |||||||||
Equity-based compensation | 2,753 | 3,369 | 8,769 | 12,240 | |||||||||||
Realized and unrealized loss on investment in unconsolidated entity (net of noncontrolling interest) | — | 1,172 | 1,328 | 1,812 | |||||||||||
Market change in deferred compensation plan | (494 | ) | (5,035 | ) | (1,178 | ) | (6,457 | ) | |||||||
Transaction costs | 310 | 3,423 | 1,180 | 4,793 | |||||||||||
Software implementation costs | 49 | — | 954 | — | |||||||||||
Dead deal costs | — | — | 63 | — | |||||||||||
Realized and unrealized loss on derivatives | 56 | — | 103 | — | |||||||||||
Adjusted net income | $ | 2,657 | $ | 2,971 | $ | 8,892 | $ | 9,028 | |||||||
Adjusted net income per diluted share available to common stockholders | $ | 1.17 | $ | 1.34 | $ | 3.91 | $ | 4.02 | |||||||
Weighted average diluted shares | 2,277 | 2,209 | 2,276 | 2,248 | |||||||||||
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