Ashford Inc.
Q4 2020 Earnings Call Transcript

Published: 26 Feb 2021

[Operator:]

Greetings, and welcome to the Ashford Incorporated Fourth Quarter 2020 Results Conference Call. At this time, all participants are in a listen only mode. A brief question-and–answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Jordan Jennings, Investor Relations for Ashford. Thank you, Jordan. You may begin.

[Jordan Jennings:]

Good day, everyone, and welcome to today’s conference call to review results for Ashford for the fourth quarter and full-year 2020 and to update you on recent developments.

[Jeremy Welter:]

Good morning, and welcome to our call to discuss our financial results for the fourth quarter and full-year 2020. I will begin by discussing Ashford’s operations, strategy and response in light of the ongoing COVID-19 pandemic. Deric will then review our financial results for the quarter, and then Eric Batis will provide an update regarding our products and services businesses. Eric is our Managing Director and Senior Vice President of Portfolio Management. He has done a fantastic job overseeing in growing many of our portfolio companies, and we are pleased to have him join us on the call today. After that, we will open it up for Q&A. I want to begin by thanking our senior management team as well as the thousands of associates who have been on our side during this unprecedented time. I can’t tell you how proud I am of our executive leadership team as well as our associates throughout the country.

[Deric Eubanks:]

Thanks, Jeremy. Net loss attributable to common stockholders for the quarter was $22.3 million. Adjusted EBITDA for the fourth quarter was $7.1 million and adjusted net income for the fourth quarter was $3 million. In terms of financial results for our portfolio of businesses, I will provide some highlights, and then Eric will discuss more details. During the quarter, Ashford Trust closed on a $450 million strategic corporate financing, drawing down $200 million at closing. Ashford Trust also made significant progress in converting its preferred stock into common stock by exchanging approximately 9.2 million shares of its preferred stock, representing approximately 41% of the share count prior to the registered exchange offer into approximately 51.5 million shares of common stock. Also during the fourth quarter and subsequent to the end of the quarter, Ashford Trust raised approximately $35.1 million from the sale of shares of its common stock. Braemar has also recently raised equity capital of approximately $18.2 million from the sale of shares of its common stock during the fourth quarter and subsequent to the end of the quarter. These capital raises have shored up the REIT’s liquidity during a period of uncertainty in the hotel industry. Lismore recorded revenue of $2.9 million in the quarter related to its agreements with Ashford Trust and Braemar to seek modifications and forbearance for the REIT’s debt. This was an important effort in maintaining the advised REITs sustainability and viability during the pandemic. Lismore has been successful in obtaining forbearance and other agreements with the lenders for the advised REITs loans totaling approximately 96% of their current outstanding loans.

[Eric Batis:]

Thank you, Deric. We are pleased to provide updates on our products and services businesses and how we have responded with significant measures during the fourth quarter in the face of the COVID-19 pandemic. Our products and services businesses continued to be significantly impacted by the pandemic, similar to the rest of the hospitality industry. I continue to be amazed by the hard work leadership and perseverance of our associates across our entire platform during these extraordinary difficult times. As the seriousness of the pandemic became more apparent in early March of 2020, our products and services executive leadership and I, began an extensive review of our G&A expenses and policies around each business. We implemented broad furloughs at that time, and in total, at the peak of the crisis, 70% of our associates were furloughed or termed.

[Operator:]

Thank you. Our first question comes from Tyler Batory with Gaining Capital Markets. Please proceed with your question.

[Tyler Batory:]

Thank you, good morning. First question I had. I wanted to ask a little bit more on Premier specifically. And I’m not sure the best way to think about this or to quantify this, but I would imagine there is a tremendous opportunity in terms of projects, CapEx projects, I should say, that were perhaps delayed or shelved in 2020. I’m just interested if you could talk a little bit more about the opportunity for pent-up demand in that business for 2021 into 2022 as well?

[Jeremy Welter:]

Yes, Tyler, this is Jeremy. The pent-up demand is there. It is just not there just yet. So we have a few examples where we are renovating some hotels from a third-party basis where they are owned by pension funds that have deep pockets, and they were willing to put the capital work during the pandemic. But as you can understand, that most ERs are cash starved, given where we are in the pandemic and the severity to the hotel hit. So there has been a lot of cutbacks on CapEx. All it does is it defers it. It doesn’t eliminate it. And so we do believe there is a lot of pent-up demand. We are just not seeing a ton of it just yet. So I think that is around the corner. Where we have been focused is uniquely within multifamily. And so about half of our contracts right now are multifamily. And we have hired two key leaders to oversee the sales efforts at Premier. And one is exclusively focused on multifamily. And in fact, we have a new head of procurement that we hired during the pandemic that has a lot of multifamily relationships and history and expertise. And the reason why multifamily is attractive is because that sector hasn’t been impacted. But as you know, the demographics that exist with younger Americans getting -- I’m sorry, Americans getting married later on in life and in homeownership being important later in mind, there is a lot more demand for multifamily. And with millennials being in a multifamily complex, you don’t think of a traditional apartment, you think of something that has amenities that are commensurate with what we have in our hotels. Well, there is no design that is as progressive and as cutting-edge as exists in any form of real estate than there is within the hospitality sector. And we have, I believe, as good of a design team as anyone in the country. And so we are using a lot of those design elements that we have within our public space, the amenities and also within our guest rooms or suites and we are utilizing that to really differentiate ourselves from what you would see as a traditional multifamily renovation company. And so that is an initial new industry that we have extended outside of hospitality and we have gotten a lot of momentum, a lot of demand. We have got some really nice projects. I think we will continue to see that. And we will continue to pursue hospitality and there are some really interesting large projects that we are pursuing right now, but nothing to share, but that pent-up demand does exist. It is just probably a few quarters away until we see an acceleration of that activity.

[Tyler Batory:]

Okay. Very good. And switching gears to Ashford Securities. You have done a lot of work with that. Can you remind us the time line in terms of raising capital and just how quickly that process could start to move along?

[Jeremy Welter:]

Yes. I got to be careful because there is really significant restrictions. I have got our general cost in the room, and he is looking at me right now on what we can and cannot share. I think that there is some gun jumping rules that exist in Securities Laws that I’m not overly totally up to speed on, but I know that if you are not 100% sure, then don’t share it. What I can say is that this initiative is a key initiative, and it is just another leg on a stool or another era or quiver of our arsenal products that we have got. And I do think it is going to be a significant growth avenue for us to grow assets under management. And there are two offerings that we are working on right now. And so once we file those, one of which would be publicly, we can share more details on that. But I do believe we have an attractive security. I think we have created an incredible team. We would have, I believe, raised actually a good amount of money if COVID hadn’t hit. I mean, we started this from scratch and basically create our own broker-dealer network within less than six-months, FINRA approved. So we are very, very pleased with the progress that we have made. But the team that we have got, the Head of Distribution, Jay Steigerwald, he is from W.P. Carey. He has raised close to $8 billion of capital in his career in the alternative investment space. And if you look at the stats from the Alt space, it actually was pretty robust in terms of the capital was raised over $20 billion last year - I’m sorry, yes, in 2020, which was only a few billion dollars less than 2019, which was the high watermark. So it wasn’t down significantly during the pandemic. But we just didn’t think it was the right time to go out and launch a new hospitality program just because hospitality was the area within real estate that was the hardest initially hit. And so we wanted to ice it, but we do plan to relaunch it. Our expectation is to raise capital this year, not next year. We do believe we will raise capital in 2021. And we will just continue to be diligent and persistent in our efforts because we do believe it is an important part of the strategy. And as you know, $1 of AUM is not just what you would traditionally think in terms of core asset management fees. We have the ability to add property management. We have the ability to add design, architecture, procurement on any type of renovation, audiovisual services. We just have so many synergies as we grow our assets under management to grow our adviser platform. And so that is why we are very excited about Ashford Securities.

[Tyler Batory:]

Very helpful. And then last question for me. Just in terms of new adjacent businesses, potential acquisitions, obviously, lots of disruption out there. Just curious, generally, with the landscape looks like for potential acquisitions in hospitality. I mean, perhaps it is too early to make a move on something. But just interested at a high level, what you are seeing out there just in terms of potential acquisitions?

[Jeremy Welter:]

Yes. Let me look at it this way, where I’m going to go by service company where we have the ability to deploy capital and where we see opportunities and then outside of our existing platform. So let me just start with Remington. Remington, we have signed up a couple of contracts this year, some of which do require some upfront capital in the form of either key money, sliver equity, or in some cases, just a loan to kind of help secure the cap stack. That opportunity will continue to exist as a way for us to grow Remington. And just to give you an understanding of where the returns shake out, typically, if we assume that we deploy the capital, and we don’t get any return on our investment, whether it is silver equity or key money, just don’t even get it back. We are usually about a 30% unlevered IRR just on the returns that we get from the management fee income. And so when you look at with the ability to participate in the real estate upside those unlevered returns can go from 30% to 60%, 70%, depending on how long that contract stays in place. So it is a very attractive way for us to deploy capital and generate very good incremental returns on our business. The other one is JSAV, which is our audio visual services company, and there is not a lot of upfront capital, and as you can understand, given that the hotel industry was hit pretty significantly, and then groups and events were hit even more significantly. The ability for us to get new contracts is probably going to be more so in the second half of this year. And we wouldn’t really want to take over a lot of new properties right now, because there is just not a lot of group business. But we are getting a lot of proposals out. Actually, quite a bit of proposal out to grow that business where we would take over the audiovisual services of different hotels in the second half of next year. That requires a little bit of upfront money in the form of new CapEx to put in the hotel as well as sometimes there is a signing bonus in certain cases. And that is just math. It is very easy for us to quantify what we think the revenue is going to be, what the profitability is going to be from a hotel. And it is generally a five-year contract. And so those unlevered IRRs are north of 30% and in some cases, close to Remington, where we have seen them north of 70%. So that is a good way for us to deploy capital to grow that business, not a lot of need on a per contract basis. But in the aggregate, if we really wanted to grow the way that we want to grow, there is a decent amount of capital we can put to work. Then looking at RED, which you are familiar with RED, you have seen the fleet of boats that we have in the U.S. Virgin Islands. We did that bolt-on acquisition in Sebago, which is in Key West. Our strategy at RED is to get into a market and to use our just infrastructure of and expertise on how to operate boating businesses, water sports businesses, concierge services, destination services, the whole breadth of services that we can offer through RED within a market and get into that market and then expand that footprint. So it is kind of like a hub-and-spoke strategy. So we have entered key west through the acquisition of Sebago, and we have been able to secure some additional contracts to continue to expand that business. Well, we are now seeing businesses that are very attractive that are at attractive multiples, call it anywhere from three to six times EBITDA multiple with cash-on-cash returns, generally north of 30%, where we can acquire additional water sports businesses or leisure, even land travel businesses that are leisure land travel businesses in different markets to grow RED. And then what we know is that through our experience, once we get into a market, we have an ability to expand within that market. And so we are seeing actually quite a bit of opportunities from an acquisition and investment strategy to -- I would say, more or less horizontally extend our services in RED to enter new markets. And I’m hopeful that we will have some more announcements in the future on some acquisitions that we make through RED. Then at Premier, Premier doesn’t require a lot of capital really to grow its business. It is a great cash return business where as we get new services, the profitability could be pretty significant. But where we do see some opportunities is actually on some vertical integration. And so we are looking at some different lines of businesses, where we don’t provide the services, and we could either incubate that internally, which we have got a track record of doing or maybe it would just make sense to accelerate our plan by buying some of those services. And so that exists as well. Outside of that there are just a lot of other products, a lot of other companies and services that we are looking at. Eventually, we like to own our own title company, maybe even our own insurance company or captive. And so there is just a myriad of a lot of different products and services that we see, but nothing that is imminent right now or that we are in advanced negotiations. But what I would say is that just taking a big picture, we have more opportunities than we have existing capital right now, and the returns on those investments, generally are 25%, 30% unlevered IRRs or more. So we are pretty excited about the opportunities that we can pursue through our services businesses.

[Tyler Batory:]

Okay. That is a great color. I will leave it there. Thank you.

[Operator:]

Our next question comes from Bryan Maher with B. Riley. Please proceed with your question.

[Bryan Maher:]

Good afternoon. A couple of questions. First, kind of a housekeeping one. The Ashford advisory fees payable to Inc., Ashford Trust Inc. were higher than we expected by about $1 million when we calculated the formula in our model. Was something going on there that was unusual or did it relate to the capital transactions and financing activity in the quarter? Maybe, Deric, can you give us a little color on that.

[Deric Eubanks:]

Yes, Bryan, it is Deric. If you look year-over-year on Ashford, Inc.’s income statement, it shows growth in the base advisory fee. If you look on the REITS, it doesn’t show that growth. And it has to do with how Ashford Inc. had to break out previously, the component of the base advisory fee that we had allocated to the ERFP lease. That historically was getting re-classed to a different revenue line item. Now that is just in the base advisory fee. So it is more of an accounting issue than an economic issue in terms of the actual advisory fee paid.

[Bryan Maher:]

Okay. And then on the other line, it was a little bit higher than we thought other revenue. Is that where the Lismore Capital income would have flowed through?

[Deric Eubanks:]

Yes.

[Bryan Maher:]

Okay. And then two kind of bigger picture questions. When we look at the hit, the JSAV B and some of the other subsidiary businesses talked during the pandemic and pretty significant layoffs and some of those divisions. How hard is it going to be to get people back to work when demand dictates, especially when we seemingly have Infinity stimulus coming out of the government with unemployment benefits, et cetera. How are you thinking about rebuilding those workforces?

[Jeremy Welter:]

It hasn’t been a challenge yet, but it is something that is certainly on our radar screen. I think we just talk specifically with JSAV because that was the basis of your question. But we have, I think, an incredible leadership team there, and they have got an incredible track record in operating businesses. And we did have to go through a pretty severe cut cost-cutting measure. I think we went from roughly around 500 associates down to 26, I think, at the lowest part of the pandemic. We are now operating on a flex basis at times as many as maybe 100 associates. And so we are able to -- as we are getting some events and means that are taking place, we are able to flex and been able to ramp up our operations so far. Right now, we are doing a lot of virtual, as you know. But then also where I think we have seen a lot of progression is where we are doing hybrid events where maybe we might have maybe as many as 50 people at a group meeting socially spread out, but then also having the virtual component with it as well. And those have been successful. And as part of that, we have been able to get people back to work, but it is something that we are definitely cognizant of. But I don’t think it is going to be something that is going to be a huge challenge for that business because the individuals grow up in audiovisual services. They are in it for the thrill. I mean out before a big event of production, they are working the last three-days, almost 24-hours a day with a lot of excitement and enthusiastic to make an incredible performance and pull off an incredible performance. And so I think that they are missing the opportunity to do that. And I think that they are all anxious to be able to do that.

[Bryan Maher:]

Great. And then just last for me. On the convertible preferred that I think convert, if memory serves me around 117 for the common. But they are a pretty big drag on the payment of the preferred dividends. Is there any discussion or thought of maybe adjusting those, whereby the conversion price happens now at many more shares or at a lower price at more shares or maybe a lesser dividend payment in exchange for one of those two variables in order to kind of ease up on the preferred dividend drag?

[Jeremy Welter:]

Yes. Bryan, thanks for that question. We recognize our balance sheet and some of the constraints that we have as we face as we sit right now. We are doing a lot of analysis on just a lot of different alternatives, potentially even seeking some new capital that potentially could involve some sort of recap in some form of fashion. It is early days on that. But I will tell you that if we just do status quo, which is we don’t do anything to address the preferred, and we pay them every other quarter. We do believe that there is a tremendous amount of value for the common, I’m a large common holder. I’m very excited about the outlook for Ashford Inc. And so on status quo, I do think that if you look one-year from now, two-years from now, even five-years from now, if you saw our internal models and where we think we can take this company, there is a lot of value in status quo. What we are trying to do is look at ways where we can do things that are even more accretive. It is interesting because if we were to go through and take our preferred and convert them, let’s say, at a lower strike price, in some cases, it actually becomes pretty dilutive to the value of the common and the out years. And so we are being very thoughtful, and there is just a lot of moving parts, as you can understand, because there is a negotiation that would take place to do anything. But it is something that is on the table, but I don’t think there is anything that we are prepared to discuss right now.

[Deric Eubanks:]

Yes. And Bryan, I would add to that, that if you think about the value of the preferred, what that represents, that represents the value of the Premier and Remington acquisitions that we made pre-pandemic. And we believe that those businesses, the value is going to come back, and they are going to come back bigger and better than they were pre-pandemic, given they didn’t have any focus on third party growth, which is a huge focus for us right now. But also just as the hotel industry comes back, I mean, Remington’s fees are based on hotel revenues. So that is built-in growth just as the demand comes back to our hotels. Premier’s revenues are based on CapEx spending. We know that is going to come back at some point. So as Jeremy said, even in a status quo scenario, we believe the businesses are going to come back to cash flow is going to come back and even grow from there and so.

[Bryan Maher:]

Right. To be clear, the key phrase here, though, is you are paying the dividend every other quarter. To be clear, though, and I understand why you are doing that because it keeps the interest rates lower. But the non-paid preferred dividend every other quarter still accrue, correct?

[Deric Eubanks:]

That is correct. Yes.

[Bryan Maher:]

Okay. Thank you.

[Operator:]

There are no further questions at this time. This concludes today’s conference. You may disconnect your lines at this time. Thank you for your participation. Have a wonderful day.