Ashford Inc. (NYSE:AINC) Q2 2022 Results Conference Call August 4, 2022 12:00 PM ET
Company Participants
Jordan Jennings – Manager, Investor Relations
Deric Eubanks – Chief Financial Officer
Eric Batis – Managing Director and Senior Vice President, Portfolio Management
Conference Call Participants
Bryan Maher – B. Riley Securities
Tyler Batory – Oppenheimer
Operator
Greetings and welcome to the Ashford Inc. Second Quarter 2022 Results Conference Call. [Operator Instructions]
As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Jordan Jennings, Investor Relations for Ashford Inc.
Jordan Jennings
Good day, everyone, and welcome to today’s conference call to review results for Ashford for the second quarter of 2022 and to update you on recent developments.
On the call today will be Deric Eubanks, Chief Financial Officer; and Eric Batis, Managing Director and Senior Vice President of Portfolio Management. A results as well as notice of the sensibility of this conference call on a listen-only basis over the internet were distributed yesterday and a press release.
At this time, let me remind you that certain statements and assumptions in this conference call contain or are based upon forward-looking information and are being made pursuant to the safe harbor provisions of the federal securities regulations. Such forward-looking statements are subject to numerous assumptions, uncertainties and known or unknown risks, which could cause actual results to differ materially from those anticipated. These factors are more fully discussed in the company’s filings with the Securities and Exchange Commission.
The forward-looking statements included in our conference are only made as of the date of this call, and the company is not obligated to publicly update or revise them. In addition, certain terms used in this call are non-GAAP financial measures, reconciliations of which are provided in the company’s earnings release and accompanying tables or schedules, which have been filed on Form 8-K with the SEC on August 3, 2022, and may also be accessed through the company’s website at www.ashfordinc.com. Each listener is encouraged to review those reconciliations provided in the earnings release together with all other information provided in the release. Also, unless otherwise stated, all reported results discussed in this call compare the second quarter of 2022 for the second quarter of 2021.
I will now turn the call over to Deric.
Deric Eubanks
Good morning, and welcome to our call to discuss our financial results for the second quarter of 2022. I’ll start by giving you an overview of our operations, strategy and financial results for the quarter, and then Eric will provide an update regarding our operating businesses. After that, we’ll open it up for Q&A.
We have a lot of exciting developments to discuss on today’s call. The key things we want to highlight today are: first, the rapid recovery in the lodging industry continues to gain momentum. Both of our revised replatforms are on solid footing. Ashford Trust is benefiting from increased demand and notable rate increases in many key markets. It generated positive cash flow in the quarter and has significant liquidity. Braemar continues to benefit from strong leisure demand and saw its urban hotels bounce back strongly in the second quarter as corporate and group demand has finally begun to recover.
Second, we continue to see strong results in our third-party growth initiatives highlighted with Remington’s recent acquisition of Chesapeake Hospitality, which added significantly to Remington’s mix of third-party business. At the end of the second quarter, Remington’s mix of third-party hotels under management stood at approximately 36%. Eric will discuss more details around this transformational transaction in a minute.
Third, through our focus on growing AUM, we have been successful in raising substantial amounts of capital and we continue to ramp up our capital raising efforts at Ashford Securities. To date, Braemar has issued approximately $178 million of its nontraded preferred stock. Since the inception of this offering, our retail capital raising has almost doubled each quarter, a trend that we expect to continue into the third quarter. Ashford Trust offering of its nontraded preferred stock is now effective. And we have launched a growth oriented private offering that will target investments in all types of commercial real estate in the state of Texas.
And fourth, we reported the highest quarterly adjusted EBITDA in the company’s history. And as of the end of the second quarter, our trailing 12-month adjusted EBITDA is now $71.8 million which is not only above our recently updated 2023 guidance of $70 million, but well above our pro forma 2019 adjusted EBITDA level. We continue to believe that we are well positioned for future growth.
Our 2 publicly traded REIT platforms, Ashford Trust and Braemar, owned 115 hotels with approximately 26,000 rooms and had approximately $8 billion of gross assets as of June 30, 2022. Braemar is currently benefiting from its focus on the luxury segment and specifically its luxury resorts. While its resorts have been strong performers for several quarters now, Braemar’s urban hotels began to ramp up significantly in the second quarter.
Braemar continues to report industry-leading results and its second quarter results significantly exceeded its 2019 results. Braemar also recently reinstated its quarterly common stock dividend and completed its second acquisition of this cycle with the iconic 96 room Ritz-Carlton Reserve, Dorado Beach in Dorado, Puerto Rico.
Ashford Trust has significantly delevered its balance sheet, is now paying interest current on its strategic financing, is paying its preferred dividends and is now effective on the registration statement for its offering of Series J and Series K redeemable non-traded preferred stock, which will be issued through Ashford Securities. Ashford Trust also continued to maintain a significant cash balance, which ended the quarter at $538 million and remain encouraged by the positive momentum in its portfolio.
Looking ahead, both platforms now have significant liquidity. And with both REITs stabilized and performing well, we believe both are well positioned for the continued recovery of the hotel industry, and we remain focused on their future strategic objectives.
Our strategy and structure is designed for growth. We have a powerful ecosystem of businesses that all benefit as we grow our assets under management. Our size and scale in the lodging industry also brings benefits to third-party owners and other capital providers. We believe we have a superior strategy and structure that is unique within the hospitality space, and we are excited about the potential future growth of our platform.
I’ll now turn to our financial results for the quarter. Net loss attributable to common stockholders for the second quarter was $3.5 million. Adjusted EBITDA was $24.8 million, an increase of 131% over the prior year quarter. Our strong growth in adjusted EBITDA for the quarter was driven by INSPIRE and Remington. We are particularly excited to report $9 million of adjusted EBITDA for INSPIRE in the second quarter. We are seeing an acceleration in the bookings for group events and INSPIRE is well positioned to continue to benefit from that recovery.
In terms of growth in adjusted EBITDA over the prior year. Our performance was led by INSPIRE with an increase of $8 million, then Remington with an increase of $4.8 million and then Premier with an increase of $1.5 million. Adjusted net income for the second quarter was $17.3 million and adjusted net income per share was $2.21. These results reflect growth rates over the prior year of 99% and 89%, respectively.
Our share count currently stands at 7.6 million fully diluted shares outstanding, which is comprised of $3.1 million common shares outstanding, 0.2 million common shares earmarked for issuance under our deferred compensation plan, 4.1 million common shares associated with our Series D convertible preferred stock, 0.1 million common shares associated with the Chesapeake acquisition and the balance is primarily restricted stock.
During the quarter, we entered into a new $100 million corporate term loan. The corporate financing commitment has an initial term of 5 years with 3 1-year extension options subject to the satisfaction of certain conditions and bears interest at a rate of LIBOR plus 7.35%. At closing, we drew down $50 million and have the option to draw the additional $50 million over the next 24 months. We currently have $70 million drawn on the loan.
Additionally, during the quarter, Ashford’s Board of Directors declared cash dividends for our Series D convertible preferred stock, reflecting accrued and unpaid dividends for the quarters ending June 30, 2020, and December 31, 2020. We paid an aggregate cash dividend of $0.93 per share on April 15, 2022, representing approximately 50% of the accrued dividends. We currently hope to be in a position to pay the remaining accrued preferred dividends sometime during 2023. And going forward, we plan to keep the preferred dividend payments current.
I will now turn the call over to Eric to discuss our operating businesses in more detail.
Eric Batis
Thank you, Deric. We are excited to provide updates on our products and services businesses, which continue to outperform our expectations. As business travel returns and leisure travel remains strong, our portfolio is poised to continue its growth trajectory.
As a reminder, our Products & Services division is a unique investment strategy in the hospitality industry, where we aim to accelerate growth and create shareholder value through the implementation of best operating practices and the execution of accretive acquisitions. We are also able to utilize our extensive relationships and refer these businesses to our advised REITs, ensuring their hotels receive exceptional service while optimizing financial performance.
The first business I’d like to discuss is INSPIRE, our leading single-source solution for meeting and event needs with an integrated suite of audiovisual services, including show and event services, hospitality services and creative services. INSPIRE, previously known as JSAV before completing a strategic rebranding in 2021, delivered a record second quarter that we are excited to share with you.
INSPIRE generated $36 million of revenue and $9 million of adjusted EBITDA in the second quarter, representing a 25% adjusted EBITDA margin. Second quarter revenue was 281% above the prior year quarter, and adjusted EBITDA margin was the highest quarterly margin in company history.
Hospitality revenues, which include events at hotels where INSPIRE is contracted as the exclusive audiovisual provider, were $19.7 million in the second quarter, which represents growth of 293% over the prior year quarter. INSPIRE also executed 3 new hospitality contracts representing $1.5 million of cumulative stabilized annual revenues during the quarter.
We are thrilled with INSPIRE’s start to 2022 and look forward to seeing strong performance throughout the rest of the year.
The next business I’d like to discuss is RED Hospitality and Leisure, a leading provider of water sports activities and other travel services in the U.S. Virgin Islands, Puerto Rico, Key West and Turks and Caicos. RED Hospitality has continued to benefit from the desire of consumers for unique and memorable experiences as evidenced by USVI and Key West average customer spend increasing by 24% and 6%, respectively, over the prior year quarter. Additionally, the USVI generated over $1.1 million of revenue, the highest ever in June and third highest month in company history for this market.
In the second quarter, RED generated $7.7 million of revenue and $2.4 million of adjusted EBITDA, representing 12% revenue growth over the prior year quarter and a 31% adjusted EBITDA margin. During the second quarter, RED Hospitality extended its service agreement to provide ferry services in Puerto Rico through October and expect future growth in this market. Lastly, RED continues to explore M&A opportunities in new and existing markets to continue to grow market share and gain scale.
Remington is a dynamic hotel management company, providing best-in-class service and expertise to hotels across the country. Remington generated second quarter hotel management fee revenue and adjusted EBITDA of $13.4 million and $8.3 million, respectively, which represents a 61% adjusted EBITDA margin. Revenue and adjusted EBITDA grew 106% and 141%, respectively, over the prior year quarter.
As previously discussed, on April 15, Remington closed on the acquisition of Chesapeake Hospitality for $6.3 million in cash and the issuance of $9.45 million of a new series CHP convertible preferred unit. Chesapeake will also have the ability to earn up to $10.25 million of additional consideration based on its base management fee contribution for the trailing 12-month periods ending March 2024 and March 2025 for a total potential consideration of $26 million. The acquisition has expanded Remington’s geographic footprint to complementary Midwestern markets such as Pittsburgh, Milwaukee, Detroit and St. Louis. It also expanded Remington’s portfolio of IHG and independent properties and added its first Wyndham property.
Chesapeake’s portfolio contributed just over $2.6 million of hotel management fee revenue and $1.4 million of adjusted EBITDA for the quarter. In addition to the Chesapeake acquisition, Remington continues to focus on growing its third-party business and was awarded 4 contracts in the second quarter, representing $1.3 million of first year full base fees.
Remington currently manages 42 third-party properties, which represents approximately 36% of all managed properties. We are excited for Remington’s continued growth in the third-party space to bolster its roster of 116 properties that are open and operating across 23 brands and 27 states in Washington, D.C., including 18 independent and boutique properties.
Premier provides comprehensive and cost-effective design, development, architecture, procurement and project management services. Premier generated second quarter design and construction fee revenue of $4.7 million, representing 154% growth over the prior year quarter. Premier also generated $1.1 million of adjusted EBITDA, resulting in a 24% adjusted EBITDA margin. In addition, during the quarter, Premier executed 3 new contracts, representing $270,000 of fees. One contract was in multifamily which represents the 17th contract in this segment and one contract was in student housing, which represents the second contract in that segment for Premier.
Premier has signed a total of 39 third-party contracts across 21 ownership groups, representing $11.8 million of fees. Additionally, the majority of Premier’s third-party customers have come back to contract additional work from Premier. By delivering excellent service and exceptional projects, we are confident Premier will continue to capitalize on the uptick in capital investments by owners and investors.
Turning now to Ashford Securities, our dedicated fundraising platform. We’re extremely pleased with the progress Ashford Securities has made during the past year. We have built out a world-class team of 21 professionals who are the best in the industry at what they do. Since the commencement of Braemar’s nontraded preferred offering, Ashford Securities has placed approximately $178 million through a syndicate of 60 firms with over 7,200 financial advisers.
Ashford is dedicated to taking a disciplined approach to raising capital and aims to provide highly differentiated investment opportunities to retail and institutional investors. We recently announced 2 new alternative investment offerings, an income-focused nontraded preferred stock offering for Ashford Trust and a growth-oriented private offering that will target investments in all types of commercial real estate in the state of Texas. We are very excited to launch our first investment offering focused on an area outside of the hospitality industry and believe this could be a big area of growth for us in the future.
Today, Ashford Securities offers a suite of 3 unique investment products that are designed to meet the needs of income-oriented and growth-oriented investors. We continue to see a strong retail appetite for differentiated investment strategies designed to provide current income and growth that is not dependent on the traded capital markets. And Ashford Securities is uniquely positioned to capitalize on this market opportunity. We are excited about the growth prospects of Ashford Securities and look forward to the future of this dynamic business.
OpenKey, a leading provider of digital key solutions, allowing guests to unlock their rooms with mobile devices, posted an impressive quarter, which included trailing 12-month SaaS revenues almost hitting $1 million. Since the fourth quarter of 2019, trailing 12-month SaaS revenues at OpenKey have increased every quarter and have risen from $530,000 as of the fourth quarter 2019 to $996,000 as of the end of the second quarter of 2022. This represents an 88% increase over that time frame. OpenKey continues to gain traction as customers prefer a seamless, contactless check-in experience.
As of the end of the second quarter, OpenKey had over 33,000 rooms live on the platform. We are excited about the future for OpenKey and look forward to providing more updates in future quarters.
As we look ahead to the remainder of 2022, we will continue to focus on growing our businesses throughout the recovery in the hospitality industry and our 2 major initiatives: third-party sales and executing strategic acquisitions for our products and services platform. We continue to see significant runway in all of our businesses and see the opportunity to meaningfully scale across all our portfolio companies. That concludes our prepared remarks, and we will now open up the call for Q&A.
Question-and-Answer Session
Operator
[Operator Instructions] Your first question comes from Bryan Maher with B. Riley Securities.
Bryan Maher
Eric, thanks for those comments. A lot of color there. I was looking to drill down a little bit more on INSPIRE. I mean, outside of the base hotel management fee, this thing is really driving results by our model. And we’re trying to figure out what’s pushing those revenues higher. And maybe what percentage of the staff pre-COVID when it was JSAV kind of returned to the platform? And then lastly on that, how much of the business is coming from affiliated hotels within the Ashford system versus other hotels and venues?
Eric Batis
Yes. Let me take that, Bryan. This is Eric. So thanks for the question, and we’re certainly very interested in the INSPIRE performance over the last 2 quarters as well.
As we talked about a little bit last quarter, a huge part of the increase in revenue is still just recovery. On a TTM basis, I believe there, $97 million of revenue pre-COVID, that was — our 2020 budget, for example, was around $120 million. So there’s still some runway for recovery, and we haven’t lost any hotels or significant business. So — and in addition, as we talked about today, we’ve added some things, and we believe we’ll continue adding them.
So we’re excited about that. The recovery is happening faster than we expected it to, and we’re benefiting from that for sure. In terms of percentage of staff that we have, I don’t know those numbers. I don’t have those here. We can look into that for you. I can tell you, though, we’ll probably never get back to 100% of the staff that we had — not probably, we will never get back to 100% of the staff. And that’s not because of a lack of ability to hire. We don’t want to get back to 100% of what we had.
And you may recall, we were running single-digit EBITDA margins in 2018 and 2019 with that business. Our target was always to get much higher than that. And I think with COVID, it forced our hand a bit to cut a significant amount of cost, obviously, and we’re realizing we don’t have to add those back even as much as we might have thought we would.
So while these 25% margins are amazing, and I’d love to continue those, we will add additional staff but we’re certainly not going to dip anywhere near the margins, if at all, because we’re stretching that business and realizing we can do a lot more with less.
In terms of our business versus third party, I don’t have what that TTM is. But it should be — it’s 80% on a stabilized basis, 80% third-party business and 20% Ashford related business. And that third-party element is just going to continue to actually grow because we’re not going to add as much business with Ashford as we did historically. Pretty much added about as much of the business as we intend to now until we buy more hotels with the Trust and Braemar or other platforms. So we think that, that will just continue to go higher above 80%.
Deric Eubanks
Yes, Bryan, I would just add. You know that one of our strategies is to grow our third-party business. Well INSPIRE and RED will be the other business where the vast majority of their business is currently third party. That’s still a goal for us to grow their third-party business from where it is. But both those companies are roughly 80% or so of their revenues come from third parties as opposed to our revised platforms, but that continues to be one of our strategies to grow that third-party segment.
Bryan Maher
And kind of pre-COVID, when I looked back at my model for 2018 and 2019, the JSAV profit margin was in that kind of 20.5% to 25.5% range. Do you think you kind of peaked out there? Or is there the potential to go higher?
Eric Batis
You’re talking about RED or JSAV?
Bryan Maher
JSAV.
Eric Batis
Pre-COVID, we weren’t at those levels. That’s where we are today, at 25%. So I don’t —
Bryan Maher
Well, my model is in 2019, you were 25.7%. I’m talking about JSAV profit margin, not necessarily EBITDA. In 2018, it was 20.5%.
Deric Eubanks
Yes. There’s probably some corporate costs there you are picking up, and it’s just more of an operating sort of gross margin.
Eric Batis
So there’s definitely room there, to answer your question, that goes to the staffing that we talked about and the costs that we’ve been able to cut out of the business during COVID that we don’t feel a need to add back. There’s going to be some additional staffing. We certainly would — I would say we’re near the bottom of what we expect to achieve for INSPIRE in 2018 and 2019. We expected significant growth in 2020 and would expect far better than what we ever even budgeted for 2020 going forward with the business.
Bryan Maher
Okay. Moving on a little bit. G&A was running a little bit hotter than we expected. Is there anything going on there that we need to know for modeling purposes?
Deric Eubanks
That just continues to be a ramp-up across the businesses in terms of staffing. There’s nothing that I would point out. I think on the corporate side, I think the corporate — if you look at just the corporate G&A for the quarter is a pretty good run rate. But then if you look at it across all the other businesses, it’s really been a function of we continue to staff up with some of the portfolio companies.
Operator
[Operator Instructions] Your next question comes from Tyler Batory with Oppenheimer.
Tyler Batory
Just a couple of questions for me here. And in terms of your future outlook, I think you’ve a pretty unique perspective, a unique viewpoint just given the businesses that you own. And I know you talked about significant runway for growth in all of your businesses. But when you look real time right now, there’s lots of macro concerns, lots of macro worries out there. Are you seeing the trend lines slow at all into July here? Or is it still everything still feel quite healthy?
Deric Eubanks
Yes, I’ll take a stab at that, Tyler, and Eric can chime in if he wants. Look, from our business, as we mentioned on the calls for the REIT, we’re not seeing any slowdown in terms of the trends in demand that we’ve been seeing. And I know there’s a lot of talk out there about potential recession or economic softness. And typically, in our industry, we’re one of the first industries to see that. And I think one of the factors that’s been sort of driving why we haven’t seen that has really been driven by the corporate and corporate transit and corporate group segments that are still recovering.
And so we’re still in the sort of upswing of that recovery curve, and so we haven’t seen softness in that segment. The leisure segment has been very strong across the board. We’ve kind of been bracing ourselves for some softness in leisure for a while, but that segment continues to be very strong. And so as we sit here today, we’d say that the trends are still positive. We’re not seeing any slowdown, but we continue to watch it like a hawk because we’re reading all the same things you are.
Tyler Batory
Okay. Okay. That’s helpful. That’s helpful. And then in terms of — in the second quarter, you closed the acquisition of Chesapeake Hospitality. I mean just real quick now that, that transaction is closed, any early takeaways there? And I’m also really curious kind of thoughts on potential other bolt-on acquisitions that might be out there.
Eric Batis
Yes. Early impression on Chesapeake is that it’s fantastic for us, both from an ability to differentiate and have a larger base of non-Ashford properties. And the performance is far outperforming what we underwrote for the deal. So the $1.4 million of adjusted EBITDA contributed by Chesapeake for the quarter was about $500,000, 61% above our underwriting. That’s primarily due to us underwriting very conservatively for incentive management fees, but also just some better performance than what we underwrote, frankly.
So we’re very excited about that. And I think it’s indicative of our ability to take on investments and bolt-on to our existing businesses, which we’ve done with RED and INSPIRE in the past and do that seamlessly and effectively with our operations teams and very accretively.
There’s certainly a lot of other opportunities out there, and we’d love to do other deals like the Chesapeake deal, and we are looking at those. I don’t want to say too much more about how much, but I would say there’s definitely a pipeline of opportunities for Remington and we don’t see ourselves stopping acquiring businesses anytime soon.
Tyler Batory
Okay. And then shifting gears to Ashford Securities, the new offering in terms of commercial real estate in Texas. Can you talk a little bit more about that, give us some more color on perhaps when you might be able to start raising money for that? Kind of some high-level thoughts on why that’s an area of real estate that you thought made sense as well?
Deric Eubanks
Yes, Tyler. It’s Deric. I’ll take that. There’s not much we can say about it. It is a private offering, but we have launched it. So we would anticipate that the capital raising would start very soon. Same thing applies to the Ashford Hospitality Trust, nontraded preferred as well in terms of timing and sort of where we are in the process of raising that capital. It’s hard to know when the capital comes in because it’s kind of an open offering for a period of time. So you just don’t know and there’s a process to build that syndicate and start raising the capital.
It was an important strategic objective for us to start a platform that was outside of the hospitality industry. At this point, in our sort of life cycle of where we are, we’re 100% hospitality-focused for the most part. There’s a little bit of other business that Premier has outside of hospitality and INSPIRE as well. But we viewed it as an important part of our — just being an asset manager and managing capital across different sectors, we wanted to expand and be more diversified outside of hospitality.
And we thought it made the most sense to just start in our backyard and focus on Texas. As I’m sure you know, there’s a ton of benefits to Texas at the moment from a business standpoint, from a relocation standpoint, whether it’s corporate relocations, people moving here, job growth, et cetera, it’s a business friendly environment. And we’re very bullish on the state and felt like from a thematic investing standpoint, it would resonate and be attractive to investors. So that’s what led us to launch the initiative. And unfortunately, I can’t speak more about it in more detail just given the sort of fact that it’s a private offering and it’s still in process. But over time, we hope to be able to provide a lot more information on that as we move forward.
Operator
Ladies and gentlemen, we have reached the end of the question-and-answer session, and this concludes today’s conference. You may disconnect your lines at this time. Thank you all for your participation.
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