BHR Braemar Hotels and Resorts Inc

DALLAS, Feb. 25, 2020 /PRNewswire/ -- Ashford Inc. (NYSE American: AINC) ("Ashford" or the "Company") today reported the following results and performance measures for the fourth quarter and year ended December 31, 2019.  Unless otherwise stated, all reported results compare the fourth quarter and year ended December 31, 2019, with the fourth quarter and year ended December 31, 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 two primary areas:
• • Grow our existing REIT platforms accretively and create new platforms; and
  • Grow our service businesses via increased AUM and third-party business
• 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 fourth quarter of 2019 totaled $15.1 million, or $6.31 per share, compared with net income of $0.3 million, or $0.14 per share, in the prior-year quarter. Adjusted net income for the fourth quarter was $7.2 million, or $1.27 per diluted share, compared with $9.3 million, or $2.20 per diluted share, in the prior-year quarter.
• Total revenue for the fourth quarter of 2019 was $107.6 million, reflecting a growth rate of 111% over the prior-year quarter.
• Adjusted EBITDA for the fourth quarter was $8.9 million, reflecting a growth rate of 11.9% over the prior-year quarter.
• At the end of the fourth quarter of 2019, the Company had approximately $8.1 billion of gross assets under management.
• During the quarter, the Company repurchased stock from Ashford Trust and Braemar Hotels & Resorts that represented approximately 16% of its common shares outstanding.
• During the quarter, the Company completed the acquisition of Remington Holdings' Hotel Management business.
• As of December 31, 2019, the Company had corporate cash of $32.3 million.

COMPLETES COMBINATION WITH REMINGTON'S HOTEL MANAGEMENT BUSINESS
On November 6, 2019, the Company completed the previously announced combination with Remington Holdings, LP ("Remington").  The acquisition of Remington's high-margin, low-capex Hotel Management business immediately adds scale, diversification and an enhanced competitive position for Ashford. It also expands 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 the potential to expand business to other third-party clients.  To drive its next stage of growth, during the quarter, Remington appointed Sloan Dean III as its new President & Chief Executive Officer. Over the past two years, Mr. Dean served as Remington's Chief Operating Officer.

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 88 hotels in 27 states across 17 brands, including 12 independent and boutique properties. 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.

In the fourth quarter, Remington generated hotel management fee revenue of $4.5 million and Adjusted EBITDA of $2.5 million.  Remington recently entered into new contracts to manage three hotels on a third-party basis: the Residence Inn Steamboat Springs in Steamboat Springs, Colorado; the Sheraton Tarrytown Hotel in Tarrytown, New York; and the SpringHill Suites Jacksonville in Jacksonville, Florida.

STOCK REPURCHASE FROM ASHFORD TRUST AND BRAEMAR
On October 2, 2019, the Company announced that it acquired an aggregate of 412,974 shares of its common stock owned by Ashford Trust and Braemar for $30 per share, resulting in a total cost of approximately $12.4 million. This stock purchase represented approximately 16% of the Company's common shares outstanding.  Due to the parameters of the private letter rulings received by each of Ashford Trust and Braemar from the Internal Revenue Service ("IRS"), the Company was only able to acquire the shares held by Ashford Trust's and Braemar's taxable REIT subsidiaries. After the Company's share purchase, Ashford Trust announced that it distributed its remaining 205,086 shares of Ashford common stock to its common shareholders and unitholders through a pro-rata distribution. Braemar also announced that it distributed its remaining 174,983 shares of Ashford common stock to its common shareholders and unitholders through a pro-rata distribution.  Both distributions occurred in early November.

ASHFORD SECURITIES UPDATE
On September 25, 2019, the Company announced that it had formed Ashford Securities LLC ("Ashford Securities") to raise capital in order to grow its existing and future platforms.  Ashford Securities is a dedicated capital raising platform to fund investment opportunities sponsored and asset-managed by Ashford. Types of capital raised may include, but are not limited to, preferred equity, convertible preferred equity, mezzanine debt, or non-traded REIT common equity (for future platforms).  In the fourth quarter, Braemar announced that it had filed a registration statement for a non-traded preferred equity security via Ashford Securities.  Additionally, Ashford Securities became a FINRA member firm in February of this year and anticipates raising capital at the end of the second quarter of 2020. Longer term, the Company believes there is a substantial opportunity to offer different types of product structures and strategies all with the goal of providing differentiated alternative investment products to retail investors looking to diversify their portfolios.  Ashford Securities is not raising common equity for the Company nor for its existing advised platforms of Ashford Trust and Braemar.

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 also provides project oversight, coordination, planning, and execution of renovation, capital expenditure or ground-up development projects. Its operations are responsible for managing and implementing substantially all capital improvements at 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 $6.1 million of project management fee revenue and $2.9 million of Adjusted EBITDA in the fourth quarter, including $438,000 of revenue from its new architectural services initiative.  Subsequent to the end of the quarter, Premier signed its first contract to provide project management services on a third-party basis.

JSAV UPDATE
The Company owns a controlling interest in a privately-held company that conducts the business of J&S Audio Visual ("JSAV") in the United States, Mexico and internationally.  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 and the operations are now reported on a combined basis.  During the fourth quarter, JSAV (including BAV) had revenue growth of 36% compared to the prior-year period.  Additionally, at the end of the fourth quarter, JSAV had multi-year contracts in place with 94 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. During 2019, RED Hospitality continued as the beach and watersports services provider to the Ritz-Carlton St. Thomas Club - the timeshare and rental property adjacent to the Ritz-Carlton St. Thomas hotel, commenced ferry transportation services and beach and watersports services to the Westin St. John, and completed the acquisition of Sebago, a leading provider of watersports activities and excursion services based in Key West, Florida.  Additionally, when coupled with the reopening of the Ritz-Carlton St. Thomas in November 2019 as well as increased direct bookings and private charter business, RED Hospitality generated $3.0 million of revenue and $543,000 of Adjusted EBITDA during the fourth quarter.  Fourth quarter revenue growth was 131% compared to the prior-year period. Going forward, RED Hospitality has several potential avenues for future growth including opportunities to expand into other hotels at Ashford-advised REITs or non-Ashford hotels in the USVI, elsewhere in the Caribbean, and in the U.S.

FINANCIAL RESULTS
Net loss attributable to common stockholders for the quarter totaled $15.1 million, or $6.31 per share, compared with net income of $0.3 million, or $0.14 per share, in the prior-year quarter.  Adjusted net income for the quarter was $7.2 million, or $1.27 per diluted share, compared with $9.3 million, or $2.20 per diluted share in the prior-year quarter.

For the quarter ended December 31, 2019, base advisory fee revenue was $10.6 million.  The base advisory fee revenue in the fourth quarter was comprised of $8.0 million from Ashford Trust and $2.6 million from Braemar.

Adjusted EBITDA for the quarter was $8.9 million, reflecting a growth rate of 11.9% over the prior-year quarter.

CAPITAL STRUCTURE
At the end of the fourth quarter of 2019, the Company had approximately $8.1 billion of gross assets under management from its advised platforms.  The Company had corporate cash of $32.3 million, 5.7 million fully diluted shares, and a current fully diluted equity market capitalization of approximately $62 million.  The Company's financial results include 3.0 million common shares associated with its Series D convertible preferred stock.  The Company had $36.8 million of loans at December 31, 2019, of which approximately $3.6 million related to its joint venture partners' share of those loans.

QUARTERLY HIGHLIGHTS FOR ADVISED PLATFORMS

ASHFORD TRUST HIGHLIGHTS

• During the quarter, Ashford Trust entered into a new franchise agreement for the Hilton Alexandria Old Town in Alexandria, Virginia that transitioned the hotel from being Hilton-managed to being managed by Remington Hotels.
• During the quarter, Ashford Trust announced that it had entered into a new franchise agreement with Marriott International to convert its Crowne Plaza La Concha Key West Hotel in Key West, Florida to an Autograph Collection property.
• During the quarter, Ashford Trust sold a 1.65-acre parking lot adjacent to its Hilton St. Petersburg Bayfront Hotel in St. Petersburg, Florida for $17.5 million in total consideration which will be paid over time.
• During the quarter, Ashford Trust announced the sale of the 102-room SpringHill Suites Jacksonville in Jacksonville, Florida for $11.2 million ($109,000 per key).

BRAEMAR HOTELS & RESORTS HIGHLIGHTS

• During the quarter, Braemar announced the opening of The Maple Grove Presidential Villa at the Bardessono Hotel & Spa in Yountville, California.
• During the quarter, Braemar announced that it had reopened its 180-room Ritz-Carlton St. Thomas hotel in St. Thomas, USVI on November 22, 2019.
• During the quarter, Braemar announced that it had entered into a new secured credit facility that replaced a previous credit facility that was set to expire in November.
• During the quarter, Braemar filed a registration statement with the Securities and Exchange Commission for a Series E Redeemable Preferred Equity security.

"We are very pleased with our fourth quarter and year-end 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. "Towards this end, our recent combination with Remington rapidly builds operating scale, increases the Company's earnings potential, facilitates additional growth from third-party hotel management business and enhances our competitive position in the hospitality industry.  Importantly, by adding hotel property management to our diverse stable of hotel-related businesses, we are extremely well-positioned to continue to successfully execute on our growth strategy. Additionally, the recent formation of Ashford Securities will provide Ashford and its advised platforms an additional source of capital that is not dependent on the traditional publicly-traded capital markets.  We are excited to pursue a fresh source of capital that will help us prudently grow our platforms over the long term for increased shareholder value.  Ashford is a growth platform and, looking ahead to 2020, we believe the pieces are in place to significantly grow our business. We remain committed to maximizing value for our shareholders as we look to opportunistically grow our existing REIT platforms, create new platforms as well as grow our service businesses via increased AUM and third-party business."

INVESTOR CONFERENCE CALL AND SIMULCAST
The Company will conduct a conference call on Tuesday, February 25, 2020, at 4:00 p.m. ET. The number to call for this interactive teleconference is (201) 493-6725. A replay of the conference call will be available through Tuesday, March 3, 2020, by dialing (412) 317-6671 and entering the confirmation number, 13697613.

The Company will also provide an online simulcast and rebroadcast of its fourth 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 Tuesday, February 25, 2020, beginning at 4:00 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.  Securities will be offered only by means of a registration statement and prospectus which can be found at www.sec.gov.

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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 Inc.'s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: 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 related to Ashford Inc.'s ability to complete the acquisition on the proposed terms; the possibility that competing offers will be made; risks associated with the Remington Hotel Management business combination transaction, such as the risk that the Hotel 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 Inc.'s filings with the Securities and Exchange Commission (SEC) including Ashford Inc.'s definitive proxy statement filed with the SEC on September 23, 2019, and Ashford Inc.'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.