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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ashford Holding Company | AMEX:AINC | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.01 | 0.21% | 4.86 | 4.89 | 4.84 | 4.87 | 6,528 | 20:24:47 |
☑
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
84-2331507
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS employer identification number)
|
|
|
|
14185 Dallas Parkway
|
|
|
Suite 1100
|
|
|
Dallas
|
|
|
Texas
|
|
75254
|
(Address of principal executive offices)
|
|
(Zip code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☑
|
|
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☑
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
Common Stock
|
|
AINC
|
|
NYSE American LLC
|
Preferred Stock Purchase Rights
|
|
|
|
NYSE American LLC
|
Common Stock, $0.001 par value per share
|
|
2,510,521
|
(Class)
|
|
Outstanding at August 5, 2020
|
|
|
|
|
|
|
ITEM 1.
|
FINANCIAL STATEMENTS (unaudited)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
65,518
|
|
|
$
|
35,349
|
|
Restricted cash
|
37,175
|
|
|
17,900
|
|
||
Restricted investment
|
374
|
|
|
1,195
|
|
||
Accounts receivable, net
|
4,331
|
|
|
7,241
|
|
||
Due from affiliates
|
307
|
|
|
357
|
|
||
Due from Ashford Trust
|
—
|
|
|
4,805
|
|
||
Due from Braemar
|
846
|
|
|
1,591
|
|
||
Inventories
|
1,564
|
|
|
1,642
|
|
||
Prepaid expenses and other
|
6,158
|
|
|
7,212
|
|
||
Total current assets
|
116,273
|
|
|
77,292
|
|
||
Investments in unconsolidated entities
|
3,729
|
|
|
3,476
|
|
||
Property and equipment, net
|
108,122
|
|
|
116,190
|
|
||
Operating lease right-of-use assets
|
32,267
|
|
|
31,699
|
|
||
Goodwill
|
66,834
|
|
|
205,606
|
|
||
Intangible assets, net
|
285,745
|
|
|
347,961
|
|
||
Other assets
|
3,037
|
|
|
276
|
|
||
Total assets
|
$
|
616,007
|
|
|
$
|
782,500
|
|
LIABILITIES
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
35,987
|
|
|
$
|
39,160
|
|
Dividends payable
|
11,877
|
|
|
4,725
|
|
||
Due to affiliates
|
1,047
|
|
|
1,011
|
|
||
Due to Ashford Trust
|
516
|
|
|
—
|
|
||
Deferred income
|
10,303
|
|
|
233
|
|
||
Deferred compensation plan
|
24
|
|
|
35
|
|
||
Notes payable, net
|
57,411
|
|
|
3,550
|
|
||
Finance lease liabilities
|
578
|
|
|
572
|
|
||
Operating lease liabilities
|
3,632
|
|
|
3,207
|
|
||
Other liabilities
|
34,884
|
|
|
19,066
|
|
||
Total current liabilities
|
156,259
|
|
|
71,559
|
|
||
Deferred income
|
9,934
|
|
|
13,047
|
|
||
Deferred tax liability, net
|
51,560
|
|
|
69,521
|
|
||
Deferred compensation plan
|
2,002
|
|
|
4,694
|
|
||
Notes payable, net
|
4,559
|
|
|
33,033
|
|
||
Finance lease liabilities
|
42,845
|
|
|
41,482
|
|
||
Operating lease liabilities
|
28,664
|
|
|
28,519
|
|
||
Other liabilities
|
—
|
|
|
430
|
|
||
Total liabilities
|
295,823
|
|
|
262,285
|
|
||
Commitments and contingencies (note 9)
|
|
|
|
|
|
||
MEZZANINE EQUITY
|
|
|
|
||||
Series D Convertible Preferred Stock, $0.001 par value, 19,120,000 shares issued and outstanding, net of discount, as of June 30, 2020 and December 31, 2019
|
475,665
|
|
|
474,060
|
|
||
Redeemable noncontrolling interests
|
3,682
|
|
|
4,131
|
|
||
EQUITY (DEFICIT)
|
|
|
|
||||
Common stock, 100,000,000 shares authorized, $0.001 par value, 2,504,588 and 2,202,580 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively
|
3
|
|
|
2
|
|
||
Additional paid-in capital
|
288,774
|
|
|
285,825
|
|
||
Accumulated deficit
|
(447,649
|
)
|
|
(244,084
|
)
|
||
Accumulated other comprehensive income (loss)
|
(114
|
)
|
|
(216
|
)
|
||
Treasury stock, at cost, 30,943 and 1,638 shares at June 30, 2020 and December 31, 2019, respectively
|
(428
|
)
|
|
(131
|
)
|
||
Total equity (deficit) of the Company
|
(159,414
|
)
|
|
41,396
|
|
||
Noncontrolling interests in consolidated entities
|
251
|
|
|
628
|
|
||
Total equity (deficit)
|
(159,163
|
)
|
|
42,024
|
|
||
Total liabilities and equity (deficit)
|
$
|
616,007
|
|
|
$
|
782,500
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME (LOSS)
|
$
|
(8,918
|
)
|
|
$
|
(329
|
)
|
|
$
|
(187,158
|
)
|
|
$
|
239
|
|
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
147
|
|
|
204
|
|
|
586
|
|
|
234
|
|
||||
Unrealized gain (loss) on restricted investment
|
56
|
|
|
—
|
|
|
(800
|
)
|
|
—
|
|
||||
Less reclassification for realized (gain) loss on restricted investment included in net income
|
11
|
|
|
—
|
|
|
386
|
|
|
—
|
|
||||
COMPREHENSIVE INCOME (LOSS)
|
(8,704
|
)
|
|
(125
|
)
|
|
(186,986
|
)
|
|
473
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
278
|
|
|
131
|
|
|
438
|
|
|
294
|
|
||||
Comprehensive (income) loss attributable to redeemable noncontrolling interests
|
625
|
|
|
294
|
|
|
1,014
|
|
|
259
|
|
||||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
$
|
(7,801
|
)
|
|
$
|
300
|
|
|
$
|
(185,534
|
)
|
|
$
|
1,026
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock
|
|
Noncontrolling Interests in Consolidated Entities
|
|
Total
|
|
Convertible Preferred Stock
|
|
Redeemable Noncontrolling Interests
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||||||
Balance at March 31, 2020
|
2,460
|
|
|
$
|
2
|
|
|
$
|
288,114
|
|
|
$
|
(430,731
|
)
|
|
$
|
(309
|
)
|
|
(4
|
)
|
|
$
|
(149
|
)
|
|
$
|
529
|
|
|
$
|
(142,544
|
)
|
|
19,120
|
|
|
$
|
474,870
|
|
|
$
|
4,120
|
|
Equity-based compensation
|
73
|
|
|
1
|
|
|
403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Forfeiture of restricted common shares
|
(27
|
)
|
|
—
|
|
|
267
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Purchase of treasury stock
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of preferred stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
(795
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(795
|
)
|
|
—
|
|
|
795
|
|
|
—
|
|
|||||||||
Dividends declared and undeclared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,940
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Deferred compensation plan distribution
|
1
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Employee advances
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(187
|
)
|
|
—
|
|
|
—
|
|
|
187
|
|
|||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||||
Unrealized gain (loss) on available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Reclassification for realized loss (gain) on available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,996
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(278
|
)
|
|
(8,274
|
)
|
|
—
|
|
|
—
|
|
|
(644
|
)
|
|||||||||
Balance at June 30, 2020
|
2,505
|
|
|
$
|
3
|
|
|
$
|
288,774
|
|
|
$
|
(447,649
|
)
|
|
$
|
(114
|
)
|
|
(31
|
)
|
|
$
|
(428
|
)
|
|
$
|
251
|
|
|
$
|
(159,163
|
)
|
|
19,120
|
|
|
$
|
475,665
|
|
|
$
|
3,682
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Treasury Stock
|
|
Noncontrolling Interests in Consolidated Entities
|
|
Total
|
|
Convertible Preferred Stock
|
|
Redeemable Noncontrolling Interests
|
|||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||||||
Balance at December 31, 2019
|
2,203
|
|
|
$
|
2
|
|
|
$
|
285,825
|
|
|
$
|
(244,084
|
)
|
|
$
|
(216
|
)
|
|
(2
|
)
|
|
$
|
(131
|
)
|
|
$
|
628
|
|
|
$
|
42,024
|
|
|
19,120
|
|
|
$
|
474,060
|
|
|
$
|
4,131
|
|
Equity-based compensation
|
330
|
|
|
1
|
|
|
2,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
2,594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Forfeiture of restricted common shares
|
(27
|
)
|
|
—
|
|
|
280
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Purchase of treasury stock
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of preferred stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,605
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,605
|
)
|
|
—
|
|
|
1,605
|
|
|
—
|
|
|||||||||
Dividends declared and undeclared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,815
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,815
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Deferred compensation plan distribution
|
1
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Employee advances
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Reallocation of carrying value
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
56
|
|
|||||||||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
509
|
|
|||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||||||
Unrealized gain (loss) on available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(800
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Reclassification for realized loss (gain) on available for sale securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(185,636
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(438
|
)
|
|
(186,074
|
)
|
|
—
|
|
|
—
|
|
|
(1,084
|
)
|
|||||||||
Balance at June 30, 2020
|
2,505
|
|
|
$
|
3
|
|
|
$
|
288,774
|
|
|
$
|
(447,649
|
)
|
|
$
|
(114
|
)
|
|
(31
|
)
|
|
$
|
(428
|
)
|
|
$
|
251
|
|
|
$
|
(159,163
|
)
|
|
19,120
|
|
|
$
|
475,665
|
|
|
$
|
3,682
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests in Consolidated Entities
|
|
Total
|
|
Convertible Preferred Stock
|
|
Redeemable Noncontrolling Interests
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||
Balance at March 31, 2019
|
2,470
|
|
|
$
|
25
|
|
|
$
|
287,129
|
|
|
$
|
(216,703
|
)
|
|
$
|
(483
|
)
|
|
$
|
627
|
|
|
$
|
70,595
|
|
|
8,120
|
|
|
$
|
201,338
|
|
|
$
|
3,810
|
|
Equity-based compensation
|
5
|
|
|
—
|
|
|
2,681
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
2,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of BAV Services
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Investment in Real Estate Advisory Holdings LLC
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of preferred stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
(484
|
)
|
|
—
|
|
|
—
|
|
|
(484
|
)
|
|
—
|
|
|
484
|
|
|
—
|
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,791
|
)
|
|
—
|
|
|
—
|
|
|
(2,791
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation plan distribution
|
1
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Employee advances
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
99
|
|
||||||||
Distributions to consolidated noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
(131
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
||||||||
Balance at June 30, 2019
|
2,476
|
|
|
$
|
25
|
|
|
$
|
289,821
|
|
|
$
|
(219,965
|
)
|
|
$
|
(293
|
)
|
|
$
|
410
|
|
|
$
|
69,998
|
|
|
8,120
|
|
|
$
|
201,822
|
|
|
$
|
3,615
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests in Consolidated Entities
|
|
Total
|
|
Convertible Preferred Stock
|
|
Redeemable Noncontrolling Interests
|
||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
||||||||||||||||||||||||||||||
Balance at December 31, 2018
|
2,392
|
|
|
$
|
24
|
|
|
$
|
280,159
|
|
|
$
|
(214,242
|
)
|
|
$
|
(498
|
)
|
|
$
|
458
|
|
|
$
|
65,901
|
|
|
8,120
|
|
|
$
|
200,847
|
|
|
$
|
3,531
|
|
Equity-based compensation
|
5
|
|
|
—
|
|
|
4,836
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
4,812
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisition of BAV Services
|
60
|
|
|
1
|
|
|
3,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Investment in Real Estate Advisory Holdings LLC
|
17
|
|
|
—
|
|
|
887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of preferred stock discount
|
—
|
|
|
—
|
|
|
—
|
|
|
(975
|
)
|
|
—
|
|
|
—
|
|
|
(975
|
)
|
|
—
|
|
|
975
|
|
|
—
|
|
||||||||
Dividends declared - preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,583
|
)
|
|
—
|
|
|
—
|
|
|
(5,583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation plan distribution
|
2
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Employee advances
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455
|
|
|
455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Reallocation of carrying value
|
—
|
|
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(356
|
)
|
|
—
|
|
|
—
|
|
|
356
|
|
||||||||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||||
Distributions to consolidated noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63
|
)
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
(294
|
)
|
|
528
|
|
|
—
|
|
|
—
|
|
|
(289
|
)
|
||||||||
Balance at June 30, 2019
|
2,476
|
|
|
$
|
25
|
|
|
$
|
289,821
|
|
|
$
|
(219,965
|
)
|
|
$
|
(293
|
)
|
|
$
|
410
|
|
|
$
|
69,998
|
|
|
8,120
|
|
|
$
|
201,822
|
|
|
$
|
3,615
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income (loss)
|
$
|
(187,158
|
)
|
|
$
|
239
|
|
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
22,869
|
|
|
11,835
|
|
||
Change in fair value of deferred compensation plan
|
(2,697
|
)
|
|
(4,077
|
)
|
||
Equity-based compensation
|
2,313
|
|
|
4,862
|
|
||
Equity in (earnings) loss in unconsolidated entities
|
(253
|
)
|
|
573
|
|
||
Deferred tax expense (benefit)
|
(8,097
|
)
|
|
244
|
|
||
Change in fair value of contingent consideration
|
617
|
|
|
1,639
|
|
||
Impairment
|
178,213
|
|
|
—
|
|
||
(Gain) loss on sale of property and equipment
|
33
|
|
|
48
|
|
||
Amortization of other assets
|
652
|
|
|
—
|
|
||
Amortization of loan costs
|
156
|
|
|
139
|
|
||
Realized loss on restricted investments
|
386
|
|
|
—
|
|
||
Write off of deferred loan costs
|
62
|
|
|
—
|
|
||
Changes in operating assets and liabilities, exclusive of the effect of acquisitions:
|
|
|
|
||||
Accounts receivable
|
2,785
|
|
|
(3,578
|
)
|
||
Due from affiliates
|
50
|
|
|
(48
|
)
|
||
Due from Ashford Trust
|
4,805
|
|
|
421
|
|
||
Due from Braemar
|
745
|
|
|
166
|
|
||
Inventories
|
60
|
|
|
(301
|
)
|
||
Prepaid expenses and other
|
828
|
|
|
58
|
|
||
Operating lease right-of-use assets
|
1,932
|
|
|
874
|
|
||
Other assets
|
(58
|
)
|
|
3
|
|
||
Accounts payable and accrued expenses
|
(2,149
|
)
|
|
799
|
|
||
Due to affiliates
|
37
|
|
|
(1,236
|
)
|
||
Due to Ashford Trust
|
516
|
|
|
—
|
|
||
Other liabilities
|
16,028
|
|
|
5,011
|
|
||
Operating lease liabilities
|
(1,930
|
)
|
|
(859
|
)
|
||
Deferred income
|
7,041
|
|
|
(2,319
|
)
|
||
Net cash provided by (used in) operating activities
|
37,786
|
|
|
14,493
|
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Purchases of furniture, fixtures and equipment under the Ashford Trust ERFP Agreement
|
—
|
|
|
(13,089
|
)
|
||
Purchases of furniture, fixtures and equipment under the Braemar ERFP Agreement
|
—
|
|
|
(1,420
|
)
|
||
Additions to property and equipment
|
(2,146
|
)
|
|
(3,665
|
)
|
||
Proceeds from disposal of property and equipment, net
|
4
|
|
|
58
|
|
||
Additional purchase price paid for Remington working capital adjustment
|
(1,293
|
)
|
|
—
|
|
||
Acquisition of BAV
|
—
|
|
|
(4,267
|
)
|
||
Investment in REA Holdings
|
—
|
|
|
(2,176
|
)
|
||
Acquisition of assets related to RED
|
(548
|
)
|
|
(988
|
)
|
||
Net cash provided by (used in) investing activities
|
(3,983
|
)
|
|
(25,547
|
)
|
||
|
|
|
(Continued)
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Cash Flows from Financing Activities
|
|
|
|
||||
Payments for dividends on preferred stock
|
(8,663
|
)
|
|
(2,791
|
)
|
||
Payments on revolving credit facilities
|
(11,348
|
)
|
|
(16,256
|
)
|
||
Borrowings on revolving credit facilities
|
8,884
|
|
|
17,245
|
|
||
Proceeds from notes payable
|
44,797
|
|
|
7,336
|
|
||
Payments on notes payable
|
(16,591
|
)
|
|
(974
|
)
|
||
Payments on finance lease liabilities
|
(476
|
)
|
|
(323
|
)
|
||
Payments of loan costs
|
(290
|
)
|
|
(41
|
)
|
||
Purchase of treasury stock
|
(17
|
)
|
|
—
|
|
||
Employee advances
|
110
|
|
|
353
|
|
||
Payment of contingent consideration
|
(1,384
|
)
|
|
—
|
|
||
Contributions from noncontrolling interest
|
77
|
|
|
455
|
|
||
Distributions to noncontrolling interests in consolidated entities
|
—
|
|
|
(63
|
)
|
||
Net cash provided by (used in) financing activities
|
15,099
|
|
|
4,941
|
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
542
|
|
|
(15
|
)
|
||
Net change in cash, cash equivalents and restricted cash
|
49,444
|
|
|
(6,128
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
53,249
|
|
|
59,443
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
102,693
|
|
|
$
|
53,315
|
|
|
|
|
|
||||
Supplemental Cash Flow Information
|
|
|
|
||||
Interest paid
|
$
|
2,016
|
|
|
$
|
610
|
|
Income taxes paid (refunded), net
|
(14
|
)
|
|
1,344
|
|
||
Supplemental Disclosure of Non-Cash Investing and Financing Activities
|
|
|
|
||||
Ashford Inc. common stock consideration for BAV acquisition
|
$
|
—
|
|
|
$
|
3,748
|
|
Ashford Inc. common stock consideration for investment in REA Holdings
|
—
|
|
|
887
|
|
||
Distribution from deferred compensation plan
|
6
|
|
|
73
|
|
||
Capital expenditures accrued but not paid
|
781
|
|
|
632
|
|
||
Finance lease additions
|
1,864
|
|
|
69
|
|
||
|
|
|
|
||||
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
$
|
35,349
|
|
|
$
|
51,529
|
|
Restricted cash at beginning of period
|
17,900
|
|
|
7,914
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
$
|
53,249
|
|
|
$
|
59,443
|
|
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
65,518
|
|
|
$
|
40,039
|
|
Restricted cash at end of period
|
37,175
|
|
|
13,276
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
102,693
|
|
|
$
|
53,315
|
|
i.
|
10 business days following a public announcement, or the public disclosure of facts indicating, that a person or group of affiliated or associated persons has acquired Beneficial Ownership (as defined in the Rights Agreement) of 10% or more of the outstanding shares of our common stock (referred to, subject to certain exceptions, as “Acquiring Persons”) (or, in the event an exchange of the Rights for shares of our common stock is effected in accordance with certain provisions of the Rights Agreement and our board of directors determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement); or
|
ii.
|
10 business days (or such later date as may be determined by action of our board of directors prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the Beneficial Ownership by a person or group of 10% or more of the outstanding shares of our common stock.
|
|
June 30, 2020
|
|||||||||||||||||||
|
Ashford
Holdings |
|
JSAV (3)
|
|
OpenKey(4)
|
|
Pure
Wellness (5) |
|
RED (6)
|
|
Other
|
|||||||||
Ashford Inc. ownership interest
|
99.84
|
%
|
|
88.70
|
%
|
|
47.75
|
%
|
|
70.00
|
%
|
|
84.21
|
%
|
|
55.00
|
%
|
|||
Redeemable noncontrolling interests(1) (2)
|
0.16
|
%
|
|
11.30
|
%
|
|
26.38
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Noncontrolling interests in consolidated entities
|
—
|
%
|
|
—
|
%
|
|
25.87
|
%
|
|
30.00
|
%
|
|
15.79
|
%
|
|
45.00
|
%
|
|||
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Carrying value of redeemable noncontrolling interests
|
$
|
42
|
|
|
$
|
2,044
|
|
|
$
|
1,596
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Redemption value adjustment, year-to-date
|
305
|
|
|
4
|
|
|
200
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Redemption value adjustment, cumulative
|
420
|
|
|
788
|
|
|
2,297
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Carrying value of noncontrolling interests
|
—
|
|
|
—
|
|
|
217
|
|
|
141
|
|
|
(118
|
)
|
|
11
|
|
|||
Assets, available only to settle subsidiary’s obligations (7) (8)
|
n/a
|
|
|
52,553
|
|
|
1,339
|
|
|
1,371
|
|
|
21,961
|
|
|
145
|
|
|||
Liabilities (9)
|
n/a
|
|
|
44,397
|
|
|
670
|
|
|
1,265
|
|
|
13,795
|
|
|
61
|
|
|||
Notes payable (9)
|
n/a
|
|
|
20,017
|
|
|
—
|
|
|
—
|
|
|
7,686
|
|
|
—
|
|
|||
Revolving credit facility (9)
|
n/a
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|
246
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
December 31, 2019
|
|||||||||||||||||||
|
Ashford
Holdings |
|
JSAV (3)
|
|
OpenKey(4)
|
|
Pure
Wellness (5) |
|
RED (6)
|
|
Other
|
|||||||||
Ashford Inc. ownership interest
|
99.81
|
%
|
|
88.20
|
%
|
|
47.61
|
%
|
|
70.00
|
%
|
|
84.21
|
%
|
|
55.00
|
%
|
|||
Redeemable noncontrolling interests(1) (2)
|
0.19
|
%
|
|
11.80
|
%
|
|
26.59
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Noncontrolling interests in consolidated entities
|
—
|
%
|
|
—
|
%
|
|
25.80
|
%
|
|
30.00
|
%
|
|
15.79
|
%
|
|
45.00
|
%
|
|||
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|
100.00
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Carrying value of redeemable noncontrolling interests
|
$
|
98
|
|
|
$
|
2,449
|
|
|
$
|
1,584
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Redemption value adjustment, year-to-date
|
(63
|
)
|
|
784
|
|
|
64
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Redemption value adjustment, cumulative
|
115
|
|
|
784
|
|
|
2,097
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|||
Carrying value of noncontrolling interests
|
—
|
|
|
—
|
|
|
395
|
|
|
164
|
|
|
37
|
|
|
32
|
|
|||
Assets, available only to settle subsidiary’s obligations (7)
|
n/a
|
|
|
56,824
|
|
|
1,881
|
|
|
1,852
|
|
|
19,277
|
|
|
250
|
|
|||
Liabilities (9)
|
n/a
|
|
|
44,542
|
|
|
510
|
|
|
1,671
|
|
|
10,652
|
|
|
59
|
|
|||
Notes payable (9)
|
n/a
|
|
|
17,785
|
|
|
—
|
|
|
—
|
|
|
6,275
|
|
|
—
|
|
|||
Revolving credit facility (9)
|
n/a
|
|
|
2,599
|
|
|
—
|
|
|
45
|
|
|
106
|
|
|
—
|
|
(1)
|
Redeemable noncontrolling interests are included in the “mezzanine” section of our condensed consolidated balance sheets as they may be redeemed by the holder for cash or registered shares in certain circumstances outside of the Company’s control. The carrying value of the noncontrolling interests is based on the greater of the accumulated historical cost or the redemption value, which is generally fair value.
|
|
June 30, 2020
|
|
December 31, 2019
|
|||
Carrying value of the investment in REA Holdings
|
$
|
2,915
|
|
|
2,662
|
|
Ownership interest in REA Holdings
|
30
|
%
|
|
30
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Equity in earnings (loss) in unconsolidated entities
|
$
|
17
|
|
|
$
|
(298
|
)
|
|
$
|
253
|
|
|
$
|
(573
|
)
|
|
Deferred Income
|
||||||
|
2020
|
|
2019
|
||||
Balance as of March 31
|
$
|
18,250
|
|
|
$
|
13,171
|
|
Increases to deferred income
|
4,578
|
|
|
703
|
|
||
Recognition of revenue (1)
|
(2,591
|
)
|
|
(2,648
|
)
|
||
Balance as of June 30
|
$
|
20,237
|
|
|
$
|
11,226
|
|
(1)
|
Deferred income recognized in the three months ended June 30, 2020, includes (a) $554,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $219,000 of audio visual revenue, (c) $1.3 million of other revenue related to the Ashford Trust Agreement and the Braemar Agreement with Lismore and (d) $483,000 of “other services” revenue earned by our hospitality products and services companies, excluding Lismore. Deferred income recognized in the three months ended June 30, 2019, includes (a) $656,000 of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.4 million of audio visual revenue and (c) $592,000 of “other services” revenue earned by our hospitality products and services companies.
|
|
Deferred Income
|
||||||
|
2020
|
|
2019
|
||||
Balance as of January 1
|
$
|
13,280
|
|
|
$
|
13,544
|
|
Increases to deferred income
|
11,656
|
|
|
2,749
|
|
||
Recognition of revenue (1)
|
(4,699
|
)
|
|
(5,067
|
)
|
||
Balance as of June 30
|
$
|
20,237
|
|
|
$
|
11,226
|
|
(1)
|
Deferred income recognized in the six months ended June 30, 2020, includes (a) $1.1 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $1.1 million of audio visual revenue, (c) $1.3 million of other revenue related to the Ashford Trust Agreement and the Braemar Agreement with Lismore (see note 14) and (d) $1.1 million of “other services” revenue earned by our hospitality products and services companies, excluding Lismore. Deferred income recognized in the six months ended June 30, 2019, includes (a) $1.4 million of advisory revenue primarily related to our advisory agreements with Ashford Trust and Braemar, (b) $2.4 million of audio visual revenue and (c) $1.2 million of “other services” revenue earned by our hospitality products and services companies.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Advisory services revenue:
|
|
|
|
|
|
|
|
||||||||
Base advisory fee
|
$
|
11,130
|
|
|
$
|
11,190
|
|
|
$
|
22,667
|
|
|
$
|
21,812
|
|
Incentive advisory fee
|
169
|
|
|
169
|
|
|
339
|
|
|
339
|
|
||||
Other advisory revenue
|
131
|
|
|
130
|
|
|
260
|
|
|
258
|
|
||||
Total advisory services revenue
|
11,430
|
|
|
11,489
|
|
|
23,266
|
|
|
22,409
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hotel management:
|
|
|
|
|
|
|
|
||||||||
Base fee
|
3,691
|
|
|
—
|
|
|
9,815
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Project management revenue
|
2,052
|
|
|
6,430
|
|
|
5,990
|
|
|
12,872
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Audio visual revenue
|
970
|
|
|
30,127
|
|
|
30,644
|
|
|
61,102
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other revenue:
|
|
|
|
|
|
|
|
||||||||
Debt placement and related fees (2)
|
1,335
|
|
|
79
|
|
|
1,463
|
|
|
1,433
|
|
||||
Claims management services
|
72
|
|
|
55
|
|
|
129
|
|
|
96
|
|
||||
Lease revenue
|
—
|
|
|
1,029
|
|
|
—
|
|
|
2,059
|
|
||||
Other services (3)
|
1,930
|
|
|
2,920
|
|
|
8,436
|
|
|
5,505
|
|
||||
Total other revenue
|
3,337
|
|
|
4,083
|
|
|
10,028
|
|
|
9,093
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost reimbursement revenue
|
24,118
|
|
|
11,337
|
|
|
99,697
|
|
|
21,310
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
45,598
|
|
|
$
|
63,466
|
|
|
$
|
179,440
|
|
|
$
|
126,786
|
|
|
|
|
|
|
|
|
|
||||||||
REVENUES BY SEGMENT (1)
|
|
|
|
|
|
|
|
||||||||
REIT advisory
|
$
|
15,550
|
|
|
$
|
22,641
|
|
|
$
|
36,507
|
|
|
$
|
43,257
|
|
Remington
|
22,459
|
|
|
—
|
|
|
92,915
|
|
|
—
|
|
||||
Premier
|
2,744
|
|
|
7,700
|
|
|
7,896
|
|
|
15,490
|
|
||||
JSAV
|
970
|
|
|
30,127
|
|
|
30,644
|
|
|
61,102
|
|
||||
OpenKey
|
292
|
|
|
194
|
|
|
814
|
|
|
451
|
|
||||
Corporate and other
|
3,583
|
|
|
2,804
|
|
|
10,664
|
|
|
6,486
|
|
||||
Total revenues
|
$
|
45,598
|
|
|
$
|
63,466
|
|
|
$
|
179,440
|
|
|
$
|
126,786
|
|
(1)
|
We have five reportable segments: REIT Advisory, Remington, Premier, JSAV and OpenKey. We combine the operating results of RED, Marietta, Pure Wellness, Lismore and REA Holdings into an “all other” category, which we refer to as “Corporate and Other.” See note 16 for discussion of segment reporting.
|
(2)
|
Debt placement and related fees are earned by Lismore for providing placement, modification, forbearance or refinancing services to Ashford Trust and Braemar.
|
(3)
|
Other services revenue relates primarily to other hotel services provided by our consolidated subsidiaries OpenKey, RED and Pure Wellness, to Ashford Trust, Braemar and third parties, and the revenue of Marietta, which holds the leasehold rights to a single hotel and convention center property in Marietta, Georgia.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
United States
|
$
|
887
|
|
|
$
|
24,548
|
|
|
$
|
22,645
|
|
|
$
|
47,690
|
|
Mexico
|
38
|
|
|
3,757
|
|
|
6,509
|
|
|
9,485
|
|
||||
Dominican Republic
|
45
|
|
|
1,822
|
|
|
1,490
|
|
|
3,927
|
|
||||
|
$
|
970
|
|
|
$
|
30,127
|
|
|
$
|
30,644
|
|
|
$
|
61,102
|
|
Series D Convertible Preferred Stock
|
|
$
|
275,000
|
|
Preferred stock discount
|
|
(2,550
|
)
|
|
Working capital adjustments
|
|
1,341
|
|
|
Total fair value of purchase price
|
|
$
|
273,791
|
|
|
|
Fair Value
|
|
Estimated Useful Life
|
||
Current assets including cash
|
|
$
|
27,661
|
|
|
|
Assets acquired under finance leases (1)
|
|
44,294
|
|
|
35 years
|
|
Property and equipment, net
|
|
466
|
|
|
|
|
Operating lease right-of-use assets
|
|
24,649
|
|
|
|
|
Goodwill
|
|
175,653
|
|
|
|
|
Trademarks
|
|
10,400
|
|
|
|
|
Management contracts
|
|
107,600
|
|
|
22 years
|
|
Total assets acquired
|
|
390,723
|
|
|
|
|
Current liabilities
|
|
23,740
|
|
|
|
|
Finance lease liabilities, current
|
|
331
|
|
|
|
|
Operating lease liabilities, current
|
|
2,038
|
|
|
|
|
Deferred tax liability
|
|
28,439
|
|
|
|
|
Finance lease liabilities, non-current
|
|
39,773
|
|
|
|
|
Operating lease liabilities, non-current
|
|
22,611
|
|
|
|
|
Total assumed liabilities
|
|
116,932
|
|
|
|
|
Net assets acquired
|
|
$
|
273,791
|
|
|
|
Cash
|
|
$
|
2,500
|
|
Less working capital adjustments
|
|
(74
|
)
|
|
Fair value of Ashford Inc. common stock issued
|
|
4,547
|
|
|
Purchase price consideration
|
|
$
|
6,973
|
|
|
|
Fair Value
|
|
Estimated Useful Life
|
||
Current assets
|
|
$
|
76
|
|
|
|
Marine vessels
|
|
2,220
|
|
|
20 years
|
|
Property and equipment, net
|
|
1,530
|
|
|
20 years
|
|
Operating lease right-of-use assets
|
|
391
|
|
|
|
|
Goodwill
|
|
1,235
|
|
|
|
|
Trademarks
|
|
490
|
|
|
|
|
Boat slip rights
|
|
3,100
|
|
|
20 years
|
|
Total assets acquired
|
|
9,042
|
|
|
|
|
Current liabilities
|
|
291
|
|
|
|
|
Noncurrent liabilities
|
|
1,778
|
|
|
|
|
Total assumed liabilities
|
|
2,069
|
|
|
|
|
Net assets acquired
|
|
$
|
6,973
|
|
|
|
Term loan
|
|
$
|
5,000
|
|
Less working capital adjustments
|
|
(733
|
)
|
|
Fair value of Ashford Inc. common stock issued
|
|
3,748
|
|
|
Consideration payable
|
|
500
|
|
|
Fair value of contingent consideration
|
|
1,384
|
|
|
Purchase price consideration
|
|
$
|
9,899
|
|
|
|
Fair Value
|
|
Estimated Useful Life
|
||
Current assets
|
|
$
|
754
|
|
|
|
Property and equipment, net
|
|
1,983
|
|
|
5 years
|
|
Operating lease right-of-use assets
|
|
165
|
|
|
|
|
Goodwill
|
|
4,827
|
|
|
|
|
Trademarks
|
|
440
|
|
|
|
|
Customer relationships
|
|
2,800
|
|
|
15 years
|
|
Total assets acquired
|
|
10,969
|
|
|
|
|
Current liabilities
|
|
639
|
|
|
|
|
Noncurrent liabilities
|
|
431
|
|
|
|
|
Total assumed liabilities
|
|
1,070
|
|
|
|
|
Net assets acquired
|
|
$
|
9,899
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Total revenues
|
$
|
45,598
|
|
|
$
|
147,010
|
|
|
$
|
179,440
|
|
|
$
|
293,800
|
|
Net income (loss)
|
(8,800
|
)
|
|
3,040
|
|
|
(186,634
|
)
|
|
4,125
|
|
||||
Net income (loss) attributable to common stockholders
|
(16,613
|
)
|
|
(5,188
|
)
|
|
(202,532
|
)
|
|
(12,827
|
)
|
|
|
Remington
|
|
Premier
|
|
JSAV
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||
Balance at December 31, 2019
|
|
$
|
143,854
|
|
|
$
|
49,524
|
|
|
$
|
10,211
|
|
|
$
|
2,017
|
|
|
$
|
205,606
|
|
Changes in goodwill:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjustments (1)
|
|
31,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,800
|
|
|||||
Impairments (2)
|
|
(121,048
|
)
|
|
(49,524
|
)
|
|
—
|
|
|
—
|
|
|
(170,572
|
)
|
|||||
Balance at June 30, 2020
|
|
$
|
54,606
|
|
|
$
|
—
|
|
|
$
|
10,211
|
|
|
$
|
2,017
|
|
|
$
|
66,834
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||||||
Remington management contracts
|
$
|
107,600
|
|
$
|
(9,254
|
)
|
$
|
98,346
|
|
|
$
|
148,500
|
|
$
|
(2,436
|
)
|
$
|
146,064
|
|
Premier management contracts
|
194,000
|
|
(23,129
|
)
|
170,871
|
|
|
194,000
|
|
(16,830
|
)
|
177,170
|
|
||||||
JSAV customer relationships
|
9,319
|
|
(2,732
|
)
|
6,587
|
|
|
9,319
|
|
(2,173
|
)
|
7,146
|
|
||||||
RED boat slip rights
|
3,100
|
|
(148
|
)
|
2,952
|
|
|
3,100
|
|
(70
|
)
|
3,030
|
|
||||||
Pure Wellness customer relationships
|
175
|
|
(114
|
)
|
61
|
|
|
175
|
|
(96
|
)
|
79
|
|
||||||
Other
|
47
|
|
(9
|
)
|
38
|
|
|
44
|
|
(3
|
)
|
41
|
|
||||||
|
$
|
314,241
|
|
$
|
(35,386
|
)
|
$
|
278,855
|
|
|
$
|
355,138
|
|
$
|
(21,608
|
)
|
$
|
333,530
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Gross Carrying Amount
|
Impairment
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
Impairment
|
Net Carrying Amount
|
||||||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||||||
Remington trademarks
|
$
|
10,400
|
|
$
|
(5,500
|
)
|
$
|
4,900
|
|
|
$
|
10,300
|
|
$
|
—
|
|
$
|
10,300
|
|
JSAV trademarks
|
3,641
|
|
(2,141
|
)
|
1,500
|
|
|
3,641
|
|
—
|
|
3,641
|
|
||||||
RED trademarks
|
490
|
|
—
|
|
490
|
|
|
490
|
|
—
|
|
490
|
|
||||||
|
$
|
14,531
|
|
$
|
(7,641
|
)
|
$
|
6,890
|
|
|
$
|
14,431
|
|
$
|
—
|
|
$
|
14,431
|
|
Indebtedness
|
|
Borrower
|
|
Maturity
|
|
Interest Rate
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Term loan (7)
|
|
Ashford Inc.
|
|
March 19, 2024
|
|
Base Rate (1) + 2.00% to 2.25% or LIBOR (2) + 3.00% to 3.25%
|
|
$
|
34,563
|
|
|
$
|
10,000
|
|
Term loan (5) (8)
|
|
JSAV
|
|
November 1, 2022
|
|
One-Month LIBOR (3) + 3.25%
|
|
12,300
|
|
|
12,642
|
|
||
Revolving credit facility (5) (8)
|
|
JSAV
|
|
November 1, 2022
|
|
One-Month LIBOR (3) + 3.25%
|
|
—
|
|
|
2,599
|
|
||
Equipment note (5) (9)
|
|
JSAV
|
|
November 1, 2022
|
|
One-Month LIBOR (3) + 3.25%
|
|
6,017
|
|
|
3,393
|
|
||
Draw term loan (5) (9)
|
|
JSAV
|
|
November 1, 2022
|
|
One-Month LIBOR (3) + 3.25%
|
|
1,700
|
|
|
1,750
|
|
||
Revolving credit facility (5) (10)
|
|
Pure Wellness
|
|
On demand
|
|
Prime Rate (4) + 1.00%
|
|
40
|
|
|
45
|
|
||
Term loan (6) (11)
|
|
RED
|
|
July 5, 2025
|
|
Prime Rate (4) + 1.75%
|
|
581
|
|
|
605
|
|
||
Revolving credit facility (6) (12)
|
|
RED
|
|
August 5, 2020
|
|
Prime Rate (4) + 1.75%
|
|
246
|
|
|
106
|
|
||
Draw term loan (6) (13)
|
|
RED
|
|
March 5, 2027
|
|
Prime Rate (4) + 1.75%
|
|
1,375
|
|
|
1,400
|
|
||
Term loan (6) (14)
|
|
RED
|
|
February 1, 2029
|
|
Prime Rate (4) + 2.00%
|
|
1,592
|
|
|
1,636
|
|
||
Term loan (5) (15)
|
|
RED
|
|
July 17, 2029
|
|
6.0% (16)
|
|
1,663
|
|
|
1,674
|
|
||
Term loan (5) (16)
|
|
RED
|
|
July 17, 2022
|
|
6.5%
|
|
900
|
|
|
960
|
|
||
Draw term loan (5) (17)
|
|
RED
|
|
February 5, 2028
|
|
Prime Rate (4) + 2.00%
|
|
1,575
|
|
|
—
|
|
||
Notes payable
|
|
|
|
|
|
|
|
62,552
|
|
|
36,810
|
|
||
Less deferred loan costs, net
|
|
|
|
|
|
|
|
(582
|
)
|
|
(227
|
)
|
||
Notes payable less net deferred loan costs
|
|
|
|
|
|
|
|
61,970
|
|
|
36,583
|
|
||
Less current portion
|
|
|
|
|
|
|
|
(57,411
|
)
|
|
(3,550
|
)
|
||
Notes payable, net - non-current
|
|
|
|
|
|
|
|
$
|
4,559
|
|
|
$
|
33,033
|
|
(1)
|
Base Rate, as defined in the term loan agreement, is the greater of (i) the prime rate set by Bank of America, or (ii) federal funds rate plus 0.50%, or (iii) LIBOR plus 1.00%.
|
(2)
|
Ashford Inc. may elect a 1, 2, 3 or 6 month LIBOR period for each borrowing.
|
(3)
|
The one-month LIBOR rate was 0.16% and 1.76% at June 30, 2020 and December 31, 2019, respectively.
|
(4)
|
Prime Rate was 3.25% and 4.75% at June 30, 2020 and December 31, 2019, respectively.
|
(5)
|
Creditors do not have recourse to Ashford Inc.
|
(6)
|
Creditors have recourse to Ashford Inc.
|
(7)
|
On March 19, 2020, the Company amended and restated the senior revolving credit facility pursuant to a Fourth Amendment to the Term Loan Agreement. The Company converted and consolidated the existing $10 million borrowing under the senior revolving credit facility (which had been borrowed on a revolving basis) into a term loan and drew down the remaining $25 million balance of the senior revolving credit facility, borrowing $35 million under the term loan in the aggregate. Effective June 23, 2020, the Company and Bank of America N.A. executed the Fifth Amendment to the Term Loan Agreement. The Fifth Amendment (a) established a 0.50% LIBOR floor, (b) eliminated the consolidated net worth financial covenant, and (c) waived the violation of the consolidated net worth financial covenant that occurred on March 31, 2020. The Term Loan Agreement has a four year term and a maximum principal amount of $35 million. Principal payments of 1.25% of the outstanding balance are payable on the last business day of each fiscal quarter commencing June 30, 2020. Principal payment amounts are subject to maintaining a fixed charge coverage ratio below specified thresholds which if not met increase the principal payment due each quarter from 1.25% to 5.0% of the outstanding principal balance. The Company is also subject to certain financial covenants. See covenant compliance discussion below.
|
(8)
|
On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing term loan and borrowed an additional $5.0 million. The revolving credit facility was also amended to increase the borrowing capacity from $3.0 million to $3.5 million. In connection with the term loan, JSAV entered into an interest rate cap with an initial notional amount totaling $5.0 million and a strike rate of 4.0%. The fair value of the interest rate cap at June 30, 2020 and December 31, 2019, was not material.
|
(9)
|
On March 1, 2019, in connection with the acquisition of BAV, JSAV amended the existing equipment note and draw term note to increase the borrowing capacity to $8.0 million and $2.4 million, respectively. All the loans are partially secured by a
|
(10)
|
On April 6, 2017, Pure Wellness entered into a $100,000 line of credit.
|
(11)
|
On March 23, 2018, RED entered into a term loan of $750,000.
|
(12)
|
On February 28, 2019, RED renewed its $250,000 revolving credit facility. Subsequent to June 30, 2020, RED extended the maturity date of the revolving credit facility by three months.
|
(13)
|
On February 27, 2019, RED entered into a draw term loan in the amount of $1.4 million.
|
(14)
|
On August 31, 2018, RED entered into a term loan of $1.8 million.
|
(15)
|
On July 18, 2019, in connection with the acquisition of Sebago, RED entered into a term loan of $1.7 million. The interest rate for the term loan is 6.0% for the first five years. After five years, the interest rate is equal to the Prime Rate plus 0.5% with a floor of 6.0%.
|
(16)
|
On July 18, 2019, in connection with the acquisition of Sebago, RED entered into a term loan of $1.1 million.
|
(17)
|
On March 24, 2020, RED entered into a draw term loan with a maximum aggregate principal amount of $1.9 million. The draw term loan requires payment of interest only until March 5, 2021.
|
|
Quoted Market Prices (Level 1)
|
|
Significant Other
Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
June 30, 2020
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Restricted Investment:
|
|
|
|
|
|
|
|
||||||||
Ashford Trust common stock
|
$
|
245
|
|
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
245
|
|
Braemar common stock
|
129
|
|
(2)
|
—
|
|
|
—
|
|
|
129
|
|
||||
Total
|
$
|
374
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
374
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
(2,225
|
)
|
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,225
|
)
|
Subsidiary compensation plan
|
—
|
|
|
(50
|
)
|
(2)
|
—
|
|
|
(50
|
)
|
||||
Deferred compensation plan
|
(2,026
|
)
|
|
—
|
|
|
—
|
|
|
(2,026
|
)
|
||||
Total
|
$
|
(4,251
|
)
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
|
$
|
(4,301
|
)
|
Net
|
$
|
(3,877
|
)
|
|
$
|
(50
|
)
|
|
$
|
—
|
|
|
$
|
(3,927
|
)
|
|
Quoted Market Prices (Level 1)
|
|
Significant Other
Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
|
Total
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Restricted Investment:
|
|
|
|
|
|
|
|
||||||||
Ashford Trust common stock
|
$
|
768
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
768
|
|
Braemar common stock
|
427
|
|
(3)
|
—
|
|
|
—
|
|
|
427
|
|
||||
Total
|
$
|
1,195
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,195
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
(2,668
|
)
|
(1)
|
$
|
—
|
|
|
$
|
(2,959
|
)
|
(2)
|
$
|
(5,627
|
)
|
Subsidiary compensation plan
|
—
|
|
|
(415
|
)
|
(3)
|
—
|
|
|
(415
|
)
|
||||
Deferred compensation plan
|
(4,729
|
)
|
|
—
|
|
|
—
|
|
|
(4,729
|
)
|
||||
Total
|
$
|
(7,397
|
)
|
|
$
|
(415
|
)
|
|
$
|
(2,959
|
)
|
|
$
|
(10,771
|
)
|
Net
|
$
|
(6,202
|
)
|
|
$
|
(415
|
)
|
|
$
|
(2,959
|
)
|
|
$
|
(9,576
|
)
|
|
Contingent Consideration Liability
|
||
Balance at December 31, 2019
|
$
|
(2,959
|
)
|
Acquisitions
|
—
|
|
|
Gains (losses) included in earnings (1)
|
(41
|
)
|
|
Dispositions and settlements
|
—
|
|
|
Transfers into/out of Level 3 (2)
|
3,000
|
|
|
Balance at June 30, 2020
|
$
|
—
|
|
(1)
|
Reported as “other” operating expense in our condensed consolidated statements of operations.
|
(2)
|
Includes JSAV’s contingent consideration associated with the acquisition of BAV in March of 2019. In the first quarter of 2020, BAV fully achieved the operating performance targets during the earn-out period, in accordance with the applicable agreement. On May 6, 2020, the Company executed the Second Amendment to the Asset Purchase Agreement in which we agreed to immediately pay $1.5 million in cash and modified certain contingent consideration and stock consideration collar payment terms related to the acquisition of BAV to extend remaining payments of cash or stock on various payment dates through March 2021. Pursuant to the agreement, we paid $1.5 million cash to the BAV sellers on May 7, 2020. The final liability of $1.5 million owed to the sellers of BAV is no longer contingent and is reported in our condensed consolidated balance sheets within “other liabilities”
|
|
Gain (Loss) Recognized
|
||||||||||||||
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||||
2020
|
|
2019
|
|
2020
|
|
2019
|
|||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Restricted investment: (1)
|
|
|
|
|
|
|
|
||||||||
Ashford Trust common stock
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(200
|
)
|
|
$
|
—
|
|
Braemar common stock
|
(24
|
)
|
|
—
|
|
|
(186
|
)
|
|
—
|
|
||||
Goodwill
|
—
|
|
|
—
|
|
|
(170,572
|
)
|
|
—
|
|
||||
Intangible assets, net
|
—
|
|
|
—
|
|
|
(7,641
|
)
|
|
—
|
|
||||
Total
|
(11
|
)
|
|
—
|
|
|
(178,599
|
)
|
|
$
|
—
|
|
|||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration (2)
|
$
|
(154
|
)
|
(1)
|
$
|
(1,621
|
)
|
(2)
|
$
|
(617
|
)
|
|
$
|
(1,639
|
)
|
Subsidiary compensation plan (3)
|
(37
|
)
|
|
—
|
|
|
165
|
|
|
—
|
|
||||
Deferred compensation plan (3)
|
(880
|
)
|
|
4,817
|
|
|
2,697
|
|
|
4,077
|
|
||||
Total
|
$
|
(1,071
|
)
|
|
$
|
3,196
|
|
|
$
|
2,245
|
|
|
$
|
2,438
|
|
Net
|
$
|
(1,082
|
)
|
|
$
|
3,196
|
|
|
$
|
(176,354
|
)
|
|
$
|
2,438
|
|
(1)
|
Represents the realized loss on shares of common stock of Ashford Trust and Braemar purchased by Remington on the open market and held for the purpose of providing compensation to certain employees.
|
(2)
|
Represents the changes in fair value of the contingent consideration liabilities related to the level of achievement of certain performance targets and stock consideration collars associated with the acquisition of BAV. Changes in the fair value of contingent consideration are reported within “other” operating expense in our condensed consolidated statements of operations. See note 4.
|
|
Historical Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
June 30, 2020
|
|
|
|
|
|
|
|
||||||||
Equity securities (1)
|
$
|
1,136
|
|
|
$
|
10
|
|
|
$
|
(772
|
)
|
|
$
|
374
|
|
(1)
|
Distribution of $200,000 of available-for-sale securities were recognized in the six months ended June 30, 2020. Unrealized gains and losses associated with available-for-sale securities are included within “accumulated other comprehensive income” in our condensed consolidated balance sheets.
|
|
Historical Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Equity securities (1)
|
$
|
1,309
|
|
|
$
|
—
|
|
|
$
|
(114
|
)
|
|
$
|
1,195
|
|
(1)
|
No distributions of available-for-sale securities occurred as of December 31, 2019. Unrealized losses associated with available-for-sale securities are included within “accumulated other comprehensive income” in our condensed consolidated balance sheets.
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||
|
|
Carrying
Value |
|
Estimated
Fair Value |
|
Carrying
Value |
|
Estimated
Fair Value |
||||||||
Financial assets measured at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Restricted investment
|
|
$
|
374
|
|
|
$
|
374
|
|
|
$
|
1,195
|
|
|
$
|
1,195
|
|
Financial liabilities measured at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan
|
|
$
|
2,026
|
|
|
$
|
2,026
|
|
|
$
|
4,729
|
|
|
$
|
4,729
|
|
Contingent consideration
|
|
2,225
|
|
|
2,225
|
|
|
5,627
|
|
|
5,627
|
|
||||
Financial assets not measured at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
65,518
|
|
|
$
|
65,518
|
|
|
$
|
35,349
|
|
|
$
|
35,349
|
|
Restricted cash
|
|
37,175
|
|
|
37,175
|
|
|
17,900
|
|
|
17,900
|
|
||||
Accounts receivable, net
|
|
4,331
|
|
|
4,331
|
|
|
7,241
|
|
|
7,241
|
|
||||
Due from affiliates
|
|
307
|
|
|
307
|
|
|
357
|
|
|
357
|
|
||||
Due from Ashford Trust
|
|
—
|
|
|
—
|
|
|
4,805
|
|
|
4,805
|
|
||||
Due from Braemar
|
|
846
|
|
|
846
|
|
|
1,591
|
|
|
1,591
|
|
||||
Investments in unconsolidated entities
|
|
3,729
|
|
|
3,729
|
|
|
3,476
|
|
|
3,476
|
|
||||
Financial liabilities not measured at fair value:
|
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued expenses
|
|
$
|
35,987
|
|
|
$
|
35,987
|
|
|
$
|
39,160
|
|
|
$
|
39,160
|
|
Dividends payable
|
|
11,877
|
|
|
11,877
|
|
|
4,725
|
|
|
4,725
|
|
||||
Due to affiliates
|
|
1,047
|
|
|
1,047
|
|
|
1,011
|
|
|
1,011
|
|
||||
Due to Ashford Trust
|
|
516
|
|
|
516
|
|
|
—
|
|
|
—
|
|
||||
Other liabilities
|
|
32,659
|
|
|
32,659
|
|
|
13,868
|
|
|
13,868
|
|
||||
Notes payable
|
|
62,552
|
|
|
58,517 to 64,677
|
|
|
36,810
|
|
|
34,705 to 38,359
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
(Income) loss allocated to noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
OpenKey
|
120
|
|
|
152
|
|
|
239
|
|
|
329
|
|
||||
RED
|
165
|
|
|
(26
|
)
|
|
155
|
|
|
(60
|
)
|
||||
Pure Wellness
|
(12
|
)
|
|
5
|
|
|
23
|
|
|
25
|
|
||||
Other
|
5
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||
Total net (income) loss allocated to noncontrolling interests
|
$
|
278
|
|
|
$
|
131
|
|
|
$
|
438
|
|
|
$
|
294
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net (income) loss allocated to redeemable noncontrolling interests:
|
|
|
|
|
|
|
|
||||||||
Ashford Holdings
|
$
|
25
|
|
|
$
|
6
|
|
|
$
|
361
|
|
|
$
|
10
|
|
JSAV
|
497
|
|
|
133
|
|
|
478
|
|
|
(94
|
)
|
||||
OpenKey
|
122
|
|
|
171
|
|
|
245
|
|
|
373
|
|
||||
Total net (income) loss allocated to redeemable noncontrolling interests
|
$
|
644
|
|
|
$
|
310
|
|
|
$
|
1,084
|
|
|
$
|
289
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Preferred dividends - declared
|
$
|
4,002
|
|
|
$
|
2,791
|
|
|
$
|
7,940
|
|
|
$
|
5,583
|
|
Preferred dividends per share - declared
|
$
|
0.2093
|
|
|
$
|
0.3438
|
|
|
$
|
0.4153
|
|
|
$
|
0.6875
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
Aggregate preferred dividends - undeclared
|
$
|
7,875
|
|
|
$
|
—
|
|
Aggregate preferred dividends - undeclared per share
|
$
|
0.4119
|
|
|
$
|
—
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Equity-based compensation
|
|
|
|
|
|
|
|
||||||||
Stock option amortization (1)
|
$
|
(397
|
)
|
|
$
|
2,043
|
|
|
$
|
1,692
|
|
|
$
|
4,194
|
|
Employee equity grant expense (2)
|
247
|
|
|
57
|
|
|
352
|
|
|
57
|
|
||||
Director and other non-employee equity grants expense (3)
|
414
|
|
|
604
|
|
|
269
|
|
|
611
|
|
||||
Total equity-based compensation
|
$
|
264
|
|
|
$
|
2,704
|
|
|
$
|
2,313
|
|
|
$
|
4,862
|
|
|
|
|
|
|
|
|
|
||||||||
Other equity-based compensation
|
|
|
|
|
|
|
|
||||||||
REIT equity-based compensation (4)
|
$
|
2,309
|
|
|
$
|
6,615
|
|
|
$
|
9,200
|
|
|
$
|
12,483
|
|
|
$
|
2,573
|
|
|
$
|
9,319
|
|
|
$
|
11,513
|
|
|
$
|
17,345
|
|
(1)
|
As of June 30, 2020, the Company had approximately $5.8 million of total unrecognized compensation expense related to stock options that will be recognized over a weighted average period of 1.0 years. The change in three months ended June 30, 2020, is primarily due to the forfeiture of 98,603 options from the voluntary resignation of Douglas A. Kessler, Senior Managing Director of the Company, in May of 2020.
|
(2)
|
As of June 30, 2020, the Company had approximately $2.3 million of total unrecognized compensation expense related to restricted shares that will be recognized over a weighted average period of 2.6 years. Effective as of May 15, 2020, employee equity grant expense additionally includes common stock issued to Mr. Monty J. Bennett at fair value in lieu of cash for payment of his base salary pursuant to the Company’s 2014 Incentive Plan, as amended. See note 1.
|
(3)
|
Grants of restricted stock units to independent directors and other non-employees are recorded at fair value based on the market price of our shares at grant date, and this amount is expensed in “general and administrative” expense. See “Equity-based Compensation” in note 2.
|
(4)
|
REIT equity-based compensation expense is primarily recorded in “reimbursed expenses” and is associated with equity grants of Ashford Trust’s and Braemar’s common stock and LTIP units awarded to our officers and employees. See notes 2 and 14.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Change in fair value
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss)
|
$
|
(880
|
)
|
|
$
|
4,817
|
|
|
$
|
2,697
|
|
|
$
|
4,077
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions
|
|
|
|
|
|
|
|
||||||||
Fair value (1)
|
$
|
4
|
|
|
$
|
27
|
|
|
$
|
6
|
|
|
$
|
73
|
|
Shares (1)
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
(1)
|
Distributions made to one participant.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
REVENUES BY TYPE
|
|
|
|
|
|
|
|
||||||||
Advisory services revenue:
|
|
|
|
|
|
|
|
||||||||
Base advisory fee
|
$
|
8,557
|
|
|
$
|
8,415
|
|
|
$
|
17,474
|
|
|
$
|
16,460
|
|
|
|
|
|
|
|
|
|
||||||||
Hotel management:
|
|
|
|
|
|
|
|
||||||||
Base management fees (1)
|
3,504
|
|
|
—
|
|
|
9,197
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Project management revenue (2)
|
838
|
|
|
4,273
|
|
|
3,920
|
|
|
8,289
|
|
||||
Audio visual revenue (3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other revenue
|
|
|
|
|
|
|
|
||||||||
Debt placement and related fees (4)
|
689
|
|
|
79
|
|
|
817
|
|
|
1,158
|
|
||||
Claims management services (5)
|
27
|
|
|
20
|
|
|
46
|
|
|
31
|
|
||||
Lease revenue (6)
|
—
|
|
|
945
|
|
|
—
|
|
|
1,891
|
|
||||
Other services (7)
|
336
|
|
|
409
|
|
|
786
|
|
|
876
|
|
||||
Total other revenue
|
1,052
|
|
|
1,453
|
|
|
1,649
|
|
|
3,956
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost reimbursement revenue
|
19,947
|
|
|
8,346
|
|
|
88,020
|
|
|
15,956
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
33,898
|
|
|
$
|
22,487
|
|
|
$
|
120,260
|
|
|
$
|
44,661
|
|
|
|
|
|
|
|
|
|
||||||||
REVENUES BY SEGMENT (8)
|
|
|
|
|
|
|
|
||||||||
REIT advisory
|
$
|
10,354
|
|
|
$
|
16,923
|
|
|
$
|
25,962
|
|
|
$
|
32,612
|
|
Remington
|
20,739
|
|
|
—
|
|
|
86,274
|
|
|
—
|
|
||||
Premier
|
1,319
|
|
|
5,076
|
|
|
5,261
|
|
|
10,015
|
|
||||
OpenKey
|
30
|
|
|
27
|
|
|
129
|
|
|
55
|
|
||||
Corporate and other
|
1,456
|
|
|
461
|
|
|
2,634
|
|
|
1,979
|
|
||||
Total revenues
|
$
|
33,898
|
|
|
$
|
22,487
|
|
|
$
|
120,260
|
|
|
$
|
44,661
|
|
|
|
|
|
|
|
|
|
||||||||
COST OF REVENUES
|
|
|
|
|
|
|
|
||||||||
Cost of audio visual revenues (3)
|
$
|
3
|
|
|
$
|
1,862
|
|
|
$
|
2,014
|
|
|
$
|
3,546
|
|
|
|
|
|
|
|
|
|
||||||||
SUPPLEMENTAL REVENUE INFORMATION
|
|
|
|
|
|
|
|
||||||||
Audio visual revenue from guests at REIT properties (3)
|
$
|
7
|
|
|
$
|
4,227
|
|
|
$
|
4,604
|
|
|
$
|
8,050
|
|
(1)
|
Hotel management revenue is reported within our Remington segment. Base management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). See note 3 for discussion of the hotel management revenue recognition policy.
|
(2)
|
Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to
|
(3)
|
JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Ashford Trust, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 3 for discussion of the audio visual revenue recognition policy.
|
(4)
|
Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services..
|
(5)
|
Claims management services include revenue earned from providing insurance claim assessment and administration services.
|
(6)
|
In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust, we lease FF&E to Ashford Trust rent-free. Our ERFP leases entered into in 2018 commenced on December 31, 2018. Consistent with our accounting treatment prior to adopting ASU 2016-02, other revenue for the three and six months ended June 30, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made.
|
(7)
|
Other services revenue is primarily associated with other hotel products and services, such as mobile key applications and hypoallergenic premium rooms, provided to Ashford Trust by our consolidated subsidiaries, OpenKey and Pure Wellness.
|
(8)
|
See note 16 for discussion of segment reporting.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
REVENUES BY TYPE
|
|
|
|
|
|
|
|
||||||||
Advisory services revenue:
|
|
|
|
|
|
|
|
||||||||
Base advisory fee
|
$
|
2,573
|
|
|
$
|
2,775
|
|
|
$
|
5,193
|
|
|
$
|
5,352
|
|
Incentive advisory fee (1)
|
169
|
|
|
169
|
|
|
339
|
|
|
339
|
|
||||
Other advisory revenue (2)
|
131
|
|
|
130
|
|
|
260
|
|
|
258
|
|
||||
Total advisory services revenue
|
2,873
|
|
|
3,074
|
|
|
5,792
|
|
|
5,949
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hotel management:
|
|
|
|
|
|
|
|
||||||||
Base management fees (3)
|
154
|
|
|
—
|
|
|
509
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Project management revenue (4)
|
712
|
|
|
2,078
|
|
|
1,455
|
|
|
4,449
|
|
||||
Audio visual revenue (5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other revenue
|
|
|
|
|
|
|
|
||||||||
Debt placement and related fees (6)
|
646
|
|
|
—
|
|
|
646
|
|
|
275
|
|
||||
Claims management services (7)
|
45
|
|
|
35
|
|
|
83
|
|
|
65
|
|
||||
Lease revenue (8)
|
—
|
|
|
84
|
|
|
—
|
|
|
168
|
|
||||
Other services (9)
|
53
|
|
|
279
|
|
|
475
|
|
|
548
|
|
||||
Total other revenue
|
744
|
|
|
398
|
|
|
1,204
|
|
|
1,056
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost reimbursement revenue
|
3,490
|
|
|
2,940
|
|
|
10,360
|
|
|
5,254
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
7,973
|
|
|
$
|
8,490
|
|
|
$
|
19,320
|
|
|
$
|
16,708
|
|
|
|
|
|
|
|
|
|
||||||||
REVENUES BY SEGMENT (10)
|
|
|
|
|
|
|
|
||||||||
REIT advisory
|
$
|
5,184
|
|
|
$
|
5,718
|
|
|
$
|
10,530
|
|
|
$
|
10,645
|
|
Remington
|
1,032
|
|
|
—
|
|
|
5,249
|
|
|
—
|
|
||||
Premier
|
897
|
|
|
2,493
|
|
|
1,990
|
|
|
5,240
|
|
||||
OpenKey
|
11
|
|
|
13
|
|
|
71
|
|
|
33
|
|
||||
Corporate and other
|
849
|
|
|
266
|
|
|
1,480
|
|
|
790
|
|
||||
Total revenues
|
$
|
7,973
|
|
|
$
|
8,490
|
|
|
$
|
19,320
|
|
|
$
|
16,708
|
|
|
|
|
|
|
|
|
|
||||||||
COST OF REVENUES
|
|
|
|
|
|
|
|
||||||||
Cost of audio visual revenues (5)
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
447
|
|
|
$
|
205
|
|
|
|
|
|
|
|
|
|
||||||||
SUPPLEMENTAL REVENUE INFORMATION
|
|
|
|
|
|
|
|
||||||||
Audio visual revenues from guests at REIT properties (5)
|
$
|
—
|
|
|
$
|
266
|
|
|
$
|
1,005
|
|
|
$
|
449
|
|
(1)
|
Incentive advisory fee for the three and six months June 30, 2020, includes the pro-rata portion of the third year installment of the 2018 incentive advisory fee, which will be paid in January 2021, and for the three and six months June 30, 2019, includes the pro-rata portion of the second year installment of the 2018 incentive advisory fee, which was paid in January 2020. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in the Braemar advisory agreement.
|
(2)
|
In connection with our Fourth Amended and Restated Braemar Advisory Agreement, a $5.0 million cash payment was made by Braemar upon approval by Braemar’s stockholders, which is recognized over the 10-year initial term.
|
(3)
|
Hotel management revenue is reported within our Remington segment. Base management fees are recognized when services have been rendered. Remington receives base management fees of 3% of gross hotel revenue for managing the hotel employees and daily operations of the hotels, subject to a specified floor (which is subject to increase annually based on increases in the consumer price index). See note 3 for discussion of the hotel management revenue recognition policy.
|
(4)
|
Project management revenue primarily consists of revenue generated within our Premier segment by providing design, development, architectural, and project management services for which Premier receives fees. Project management revenue also includes revenue from reimbursable costs related to accounting, overhead and project manager services provided to projects owned by affiliates of Ashford Trust, Braemar and other owners. See note 3 for discussion of the project management revenue recognition policy.
|
(5)
|
JSAV primarily contracts directly with customers to whom it provides audio visual services. JSAV recognizes the gross revenue collected from their customers by the hosting hotel or venue. Commissions retained by the hotel or venue, including Braemar, are recognized in “cost of revenues for audio visual” in our condensed consolidated statements of operations. See note 3 for discussion of the audio visual revenue recognition policy.
|
(6)
|
Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services.
|
(7)
|
Claims management services include revenue earned from providing insurance claim assessment and administration services.
|
(8)
|
In connection with our legacy key money transaction with Braemar which commenced prior to 2019, we lease FF&E to Braemar rent-free. Consistent with our accounting treatment prior to adopting ASU 2016-02, other revenue for the three and six months ended June 30, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made.
|
(9)
|
Other services revenue is primarily associated with other hotel products and services, such as mobile key applications, marine vessel transportation and hypoallergenic premium rooms, provided to Braemar by our consolidated subsidiaries, OpenKey, RED and Pure Wellness.
|
(10)
|
See note 16 for discussion of segment reporting.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income (loss) attributable to common stockholders – basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to the Company
|
$
|
(7,996
|
)
|
|
$
|
112
|
|
|
$
|
(185,636
|
)
|
|
$
|
822
|
|
Less: Dividends on preferred stock, declared and undeclared (1)
|
(7,940
|
)
|
|
(2,791
|
)
|
|
(15,815
|
)
|
|
(5,583
|
)
|
||||
Less: Amortization of preferred stock discount
|
(795
|
)
|
|
(484
|
)
|
|
(1,605
|
)
|
|
(975
|
)
|
||||
Undistributed net income (loss) allocated to common stockholders
|
(16,731
|
)
|
|
(3,163
|
)
|
|
(203,056
|
)
|
|
(5,736
|
)
|
||||
Distributed and undistributed net income (loss) - basic
|
$
|
(16,731
|
)
|
|
$
|
(3,163
|
)
|
|
$
|
(203,056
|
)
|
|
$
|
(5,736
|
)
|
Effect of deferred compensation plan
|
—
|
|
|
(4,817
|
)
|
|
—
|
|
|
(4,077
|
)
|
||||
Effect of incremental subsidiary shares
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
(373
|
)
|
||||
Distributed and undistributed net income (loss) - diluted
|
$
|
(16,731
|
)
|
|
$
|
(8,151
|
)
|
|
$
|
(203,056
|
)
|
|
$
|
(10,186
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – basic
|
2,269
|
|
|
2,462
|
|
|
2,236
|
|
|
2,441
|
|
||||
Effect of deferred compensation plan shares
|
—
|
|
|
203
|
|
|
—
|
|
|
101
|
|
||||
Effect of incremental subsidiary shares
|
—
|
|
|
52
|
|
|
—
|
|
|
41
|
|
||||
Weighted average common shares outstanding – diluted
|
2,269
|
|
|
2,717
|
|
|
2,236
|
|
|
2,583
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) per share – basic:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) allocated to common stockholders per share
|
$
|
(7.37
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
(90.81
|
)
|
|
$
|
(2.35
|
)
|
Income (loss) per share – diluted:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) allocated to common stockholders per share
|
$
|
(7.37
|
)
|
|
$
|
(3.00
|
)
|
|
$
|
(90.81
|
)
|
|
$
|
(3.94
|
)
|
(1)
|
As of June 30, 2020, the Company had aggregate undeclared preferred stock dividends of approximately $7.9 million. Undeclared dividends were deducted to arrive at net income attributable to common stockholders. See note 11.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income (loss) allocated to common stockholders is not adjusted for:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to redeemable noncontrolling interests in Ashford Holdings
|
(25
|
)
|
|
(6
|
)
|
|
(361
|
)
|
|
(10
|
)
|
||||
Net income (loss) attributable to redeemable noncontrolling interests in subsidiary common stock
|
(619
|
)
|
|
(133
|
)
|
|
(723
|
)
|
|
94
|
|
||||
Dividends on preferred stock, declared and undeclared
|
7,940
|
|
|
2,791
|
|
|
15,815
|
|
|
5,583
|
|
||||
Amortization of preferred stock discount
|
795
|
|
|
484
|
|
|
1,605
|
|
|
975
|
|
||||
Total
|
$
|
8,091
|
|
|
$
|
3,136
|
|
|
$
|
16,336
|
|
|
$
|
6,642
|
|
Weighted average diluted shares are not adjusted for:
|
|
|
|
|
|
|
|
||||||||
Effect of unvested restricted shares
|
15
|
|
|
11
|
|
|
34
|
|
|
10
|
|
||||
Effect of assumed exercise of stock options
|
—
|
|
|
16
|
|
|
—
|
|
|
40
|
|
||||
Effect of assumed conversion of Ashford Holdings units
|
4
|
|
|
4
|
|
|
4
|
|
|
4
|
|
||||
Effect of incremental subsidiary shares
|
561
|
|
|
72
|
|
|
481
|
|
|
59
|
|
||||
Effect of assumed conversion of preferred stock
|
4,068
|
|
|
1,450
|
|
|
4,068
|
|
|
1,450
|
|
||||
Total
|
4,648
|
|
|
1,553
|
|
|
4,587
|
|
|
1,563
|
|
|
Three Months Ended June 30, 2020
|
||||||||||||||||||||||||||
|
REIT Advisory
|
|
Remington
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Corporate and Other
|
|
Ashford Inc. Consolidated
|
||||||||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Advisory services
|
$
|
11,430
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,430
|
|
Hotel management
|
—
|
|
|
3,691
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,691
|
|
|||||||
Project management fees
|
—
|
|
|
—
|
|
|
2,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,052
|
|
|||||||
Audio visual
|
—
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|||||||
Other
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|
2,962
|
|
|
3,337
|
|
|||||||
Cost reimbursement revenue (1)
|
4,037
|
|
|
18,768
|
|
|
692
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|
24,118
|
|
|||||||
Total revenues
|
15,550
|
|
|
22,459
|
|
|
2,744
|
|
|
970
|
|
|
292
|
|
|
3,583
|
|
|
45,598
|
|
|||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
2,437
|
|
|
3,534
|
|
|
3,157
|
|
|
488
|
|
|
4
|
|
|
489
|
|
|
10,109
|
|
|||||||
Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Other operating expenses (2)
|
—
|
|
|
3,357
|
|
|
1,823
|
|
|
5,059
|
|
|
734
|
|
|
11,600
|
|
|
22,573
|
|
|||||||
Reimbursed expenses (1)
|
3,974
|
|
|
18,768
|
|
|
692
|
|
|
—
|
|
|
—
|
|
|
621
|
|
|
24,055
|
|
|||||||
Total operating expenses
|
6,411
|
|
|
25,659
|
|
|
5,672
|
|
|
5,547
|
|
|
738
|
|
|
12,710
|
|
|
56,737
|
|
|||||||
OPERATING INCOME (LOSS)
|
9,139
|
|
|
(3,200
|
)
|
|
(2,928
|
)
|
|
(4,577
|
)
|
|
(446
|
)
|
|
(9,127
|
)
|
|
(11,139
|
)
|
|||||||
Equity in earnings (loss) of unconsolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|
(1,062
|
)
|
|
(1,246
|
)
|
|||||||
Amortization of loan costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(76
|
)
|
|
(90
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Realized gain (loss) on investments
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||
Other income (expense)
|
—
|
|
|
14
|
|
|
—
|
|
|
141
|
|
|
(16
|
)
|
|
(73
|
)
|
|
66
|
|
|||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
9,139
|
|
|
(3,197
|
)
|
|
(2,928
|
)
|
|
(4,634
|
)
|
|
(462
|
)
|
|
(10,320
|
)
|
|
(12,402
|
)
|
|||||||
Income tax (expense) benefit
|
(2,170
|
)
|
|
525
|
|
|
559
|
|
|
1,171
|
|
|
—
|
|
|
3,399
|
|
|
3,484
|
|
|||||||
NET INCOME (LOSS)
|
$
|
6,969
|
|
|
$
|
(2,672
|
)
|
|
$
|
(2,369
|
)
|
|
$
|
(3,463
|
)
|
|
$
|
(462
|
)
|
|
$
|
(6,921
|
)
|
|
$
|
(8,918
|
)
|
(1)
|
Our segments are reported net of eliminations upon consolidation. Approximately $2.4 million of hotel management revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.
|
(2)
|
Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual, general and administrative expenses and other expenses.
|
|
Six Months Ended June 30, 2020
|
||||||||||||||||||||||||||
|
REIT Advisory
|
|
Remington
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Corporate and Other
|
|
Ashford Inc. Consolidated
|
||||||||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Advisory services
|
$
|
23,266
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,266
|
|
Hotel management
|
—
|
|
|
9,815
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,815
|
|
|||||||
Project management fees
|
—
|
|
|
—
|
|
|
5,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,990
|
|
|||||||
Audio visual
|
—
|
|
|
—
|
|
|
—
|
|
|
30,644
|
|
|
—
|
|
|
—
|
|
|
30,644
|
|
|||||||
Other
|
140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
814
|
|
|
9,074
|
|
|
10,028
|
|
|||||||
Cost reimbursement revenue (1)
|
13,101
|
|
|
83,100
|
|
|
1,906
|
|
|
—
|
|
|
—
|
|
|
1,590
|
|
|
99,697
|
|
|||||||
Total revenues
|
36,507
|
|
|
92,915
|
|
|
7,896
|
|
|
30,644
|
|
|
814
|
|
|
10,664
|
|
|
179,440
|
|
|||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Depreciation and amortization
|
4,876
|
|
|
6,911
|
|
|
6,314
|
|
|
992
|
|
|
10
|
|
|
975
|
|
|
20,078
|
|
|||||||
Impairment
|
—
|
|
|
126,548
|
|
|
49,524
|
|
|
2,141
|
|
|
—
|
|
|
—
|
|
|
178,213
|
|
|||||||
Other operating expenses (2)
|
—
|
|
|
7,652
|
|
|
4,887
|
|
|
31,445
|
|
|
1,722
|
|
|
25,467
|
|
|
71,173
|
|
|||||||
Reimbursed expenses (1)
|
12,970
|
|
|
83,100
|
|
|
1,906
|
|
|
—
|
|
|
—
|
|
|
1,590
|
|
|
99,566
|
|
|||||||
Total operating expenses
|
17,846
|
|
|
224,211
|
|
|
62,631
|
|
|
34,578
|
|
|
1,732
|
|
|
28,032
|
|
|
369,030
|
|
|||||||
OPERATING INCOME (LOSS)
|
18,661
|
|
|
(131,296
|
)
|
|
(54,735
|
)
|
|
(3,934
|
)
|
|
(918
|
)
|
|
(17,368
|
)
|
|
(189,590
|
)
|
|||||||
Equity in earnings (loss) of unconsolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
253
|
|
|
253
|
|
|||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(441
|
)
|
|
—
|
|
|
(1,981
|
)
|
|
(2,422
|
)
|
|||||||
Amortization of loan costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(128
|
)
|
|
(156
|
)
|
|||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
|||||||
Realized gain (loss) on investments
|
—
|
|
|
(386
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(386
|
)
|
|||||||
Other income (expense)
|
—
|
|
|
26
|
|
|
—
|
|
|
(314
|
)
|
|
(6
|
)
|
|
(161
|
)
|
|
(455
|
)
|
|||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
18,661
|
|
|
(131,656
|
)
|
|
(54,735
|
)
|
|
(4,717
|
)
|
|
(924
|
)
|
|
(19,356
|
)
|
|
(192,727
|
)
|
|||||||
Income tax (expense) benefit
|
(4,423
|
)
|
|
1,714
|
|
|
727
|
|
|
1,037
|
|
|
—
|
|
|
6,514
|
|
|
5,569
|
|
|||||||
NET INCOME (LOSS)
|
$
|
14,238
|
|
|
$
|
(129,942
|
)
|
|
$
|
(54,008
|
)
|
|
$
|
(3,680
|
)
|
|
$
|
(924
|
)
|
|
$
|
(12,842
|
)
|
|
$
|
(187,158
|
)
|
(1)
|
Our segments are reported net of eliminations upon consolidation. Approximately $5.8 million of hotel management revenue, cost reimbursement revenue and reimbursed expenses were eliminated in consolidation primarily for overhead expenses reimbursed to Remington including rent, payroll, office supplies, travel and accounting.
|
(2)
|
Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual, general and administrative expenses and other expenses.
|
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
REIT Advisory
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Corporate and Other
|
|
Ashford Inc. Consolidated
|
||||||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory services
|
$
|
11,489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,489
|
|
Hotel management
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Project management fees
|
—
|
|
|
6,430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,430
|
|
||||||
Audio visual
|
—
|
|
|
—
|
|
|
30,127
|
|
|
—
|
|
|
—
|
|
|
30,127
|
|
||||||
Other
|
1,085
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
2,804
|
|
|
4,083
|
|
||||||
Cost reimbursement revenue
|
10,067
|
|
|
1,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,337
|
|
||||||
Total revenues
|
22,641
|
|
|
7,700
|
|
|
30,127
|
|
|
194
|
|
|
2,804
|
|
|
63,466
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
1,151
|
|
|
2,738
|
|
|
503
|
|
|
7
|
|
|
116
|
|
|
4,515
|
|
||||||
Other operating expenses (1)
|
—
|
|
|
3,048
|
|
|
30,296
|
|
|
768
|
|
|
12,665
|
|
|
46,777
|
|
||||||
Reimbursed expenses
|
9,961
|
|
|
1,270
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,231
|
|
||||||
Total operating expenses
|
11,112
|
|
|
7,056
|
|
|
30,799
|
|
|
775
|
|
|
12,781
|
|
|
62,523
|
|
||||||
OPERATING INCOME (LOSS)
|
11,529
|
|
|
644
|
|
|
(672
|
)
|
|
(581
|
)
|
|
(9,977
|
)
|
|
943
|
|
||||||
Equity in earnings (loss) of unconsolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298
|
)
|
|
(298
|
)
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
(356
|
)
|
|
—
|
|
|
(89
|
)
|
|
(445
|
)
|
||||||
Amortization of loan costs
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(6
|
)
|
|
(50
|
)
|
|
(70
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||||
Other income (expense)
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
6
|
|
|
2
|
|
|
(42
|
)
|
||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
11,529
|
|
|
644
|
|
|
(1,092
|
)
|
|
(581
|
)
|
|
(10,403
|
)
|
|
97
|
|
||||||
Income tax (expense) benefit
|
(2,550
|
)
|
|
(342
|
)
|
|
319
|
|
|
—
|
|
|
2,147
|
|
|
(426
|
)
|
||||||
NET INCOME (LOSS)
|
$
|
8,979
|
|
|
$
|
302
|
|
|
$
|
(773
|
)
|
|
$
|
(581
|
)
|
|
$
|
(8,256
|
)
|
|
$
|
(329
|
)
|
(1)
|
Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual, general and administrative expenses and other expenses.
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||
|
REIT Advisory
|
|
Premier
|
|
JSAV
|
|
OpenKey
|
|
Corporate and Other
|
|
Ashford Inc. Consolidated
|
||||||||||||
REVENUE
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Advisory services
|
$
|
22,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,409
|
|
Project management fees
|
—
|
|
|
12,872
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,872
|
|
||||||
Audio visual
|
—
|
|
|
—
|
|
|
61,102
|
|
|
—
|
|
|
—
|
|
|
61,102
|
|
||||||
Other
|
2,156
|
|
|
—
|
|
|
—
|
|
|
451
|
|
|
6,486
|
|
|
9,093
|
|
||||||
Cost reimbursement revenue
|
18,692
|
|
|
2,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,310
|
|
||||||
Total revenues
|
43,257
|
|
|
15,490
|
|
|
61,102
|
|
|
451
|
|
|
6,486
|
|
|
126,786
|
|
||||||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation and amortization
|
1,915
|
|
|
5,476
|
|
|
958
|
|
|
14
|
|
|
260
|
|
|
8,623
|
|
||||||
Other operating expenses (1)
|
—
|
|
|
5,750
|
|
|
58,304
|
|
|
1,718
|
|
|
27,924
|
|
|
93,696
|
|
||||||
Reimbursed expenses
|
18,364
|
|
|
2,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,982
|
|
||||||
Total operating expenses
|
20,279
|
|
|
13,844
|
|
|
59,262
|
|
|
1,732
|
|
|
28,184
|
|
|
123,301
|
|
||||||
OPERATING INCOME (LOSS)
|
22,978
|
|
|
1,646
|
|
|
1,840
|
|
|
(1,281
|
)
|
|
(21,698
|
)
|
|
3,485
|
|
||||||
Equity in earnings (loss) of unconsolidated entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(573
|
)
|
|
(573
|
)
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
(570
|
)
|
|
—
|
|
|
(172
|
)
|
|
(742
|
)
|
||||||
Amortization of loan costs
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(12
|
)
|
|
(100
|
)
|
|
(139
|
)
|
||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
||||||
Other income (expense)
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
11
|
|
|
50
|
|
|
(95
|
)
|
||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
22,978
|
|
|
1,646
|
|
|
1,087
|
|
|
(1,282
|
)
|
|
(22,464
|
)
|
|
1,965
|
|
||||||
Income tax (expense) benefit
|
(5,039
|
)
|
|
(768
|
)
|
|
(568
|
)
|
|
—
|
|
|
4,649
|
|
|
(1,726
|
)
|
||||||
NET INCOME (LOSS)
|
$
|
17,939
|
|
|
$
|
878
|
|
|
$
|
519
|
|
|
$
|
(1,282
|
)
|
|
$
|
(17,815
|
)
|
|
$
|
239
|
|
(1)
|
Other operating expenses includes salaries and benefits, costs of revenues for project management, cost of revenues for audio visual, general and administrative expenses and other expenses.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
the impact of the COVID-19 pandemic and numerous governmental travel restrictions and other orders on our clients’ and our business;
|
•
|
our business and investment strategy;
|
•
|
our projected operating results;
|
•
|
our ability to obtain future financing arrangements;
|
•
|
our ability to continue to meet the NYSE American continued listing standards;
|
•
|
our understanding of our competition;
|
•
|
market trends;
|
•
|
the future success of recent acquisitions, including the 2018 acquisition of Premier and the 2019 acquisition of Remington;
|
•
|
the future success of recent business initiatives, including the Enhanced Return Funding Programs with Ashford Trust and Braemar;
|
•
|
projected capital expenditures; and
|
•
|
the impact of technology on our operations and business.
|
•
|
the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019 , as filed with the SEC on March 12, 2020, including under the sections captioned “Item 1. Business,” “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations;” as supplemented by our Current Report on Form 8-K filed May 8, 2020, our subsequent Quarterly Reports on Form 10-Q and other filings under the Exchange Act;
|
•
|
adverse effects of the COVID-19 pandemic, including a general reduction in business and personal travel and travel restrictions in regions where our clients’ hotels are located;
|
•
|
actions by our clients’ lenders to accelerate loan balances and foreclose on our clients’ hotel properties that are security for our clients’ loans that are in default;
|
•
|
uncertainty associated with the ability for each of Ashford Trust and Braemar, two of the Company's key clients, to
|
•
|
uncertainty associated with the ability of the Company to remain in compliance with all covenants in our Term Loan Agreement and our subsidiaries to remain in compliance with the covenants of their debt and related agreements;
|
•
|
general volatility of the capital markets, the general economy or the hospitality industry, whether the result of market events or otherwise, and the market price of our common stock;
|
•
|
availability, terms and deployment of capital;
|
•
|
changes in our industry and the markets in which we operate, interest rates or the general economy;
|
•
|
the degree and nature of our competition;
|
•
|
actual and potential conflicts of interest with or between Ashford Trust and Braemar, our executive officers and our non-independent directors;
|
•
|
availability of qualified personnel;
|
•
|
changes in governmental regulations, accounting rules, tax rates and similar matters;
|
•
|
legislative and regulatory changes;
|
•
|
the timing and outcome of the SEC investigation;
|
•
|
the possibility that we may not realize any or all of the anticipated benefits from transactions to acquire businesses, including the 2018 acquisition of Premier and the 2019 acquisition of Remington, and the possibility we will be required to record additional goodwill impairments relating to those businesses as a result of the impact of the COVID-19 pandemic on our clients’, and our, business;
|
•
|
the possibility that we may not realize any or all of the anticipated benefits from new business initiatives, including the ERFP Agreements with Ashford Trust and Braemar;
|
•
|
sales of our common stock by the stockholders and unitholders of Ashford Trust and Braemar, to whom Ashford Trust and Braemar, respectively, divested (on November 5, 2019) shares of our common stock previously held by Ashford Trust and Braemar, in each case, in connection with the agreement to acquire Remington Lodging that was signed on May 31, 2019 (as amended on July 19, 2019 and further amended on August 28, 2019) and which closed on November 6, 2019;
|
•
|
the failure to make full dividend payments on our Series D Convertible Preferred Stock in consecutive quarters, which would will result in a higher interest rate and the right of Mr. Monty J. Bennett and Mr. Archie Bennett, Jr. to each have the right to appoint one member to the Board;
|
•
|
disruptions relating to the acquisition or integration of Premier, Remington or any other business we invest in or acquire, which may harm relationships with customers, employees and regulators; and
|
•
|
unexpected costs of further goodwill impairments relating to the acquisition or integration of Premier, Remington or any other business we invest in or acquire.
|
i.
|
10 business days following a public announcement, or the public disclosure of facts indicating, that a person or group of affiliated or associated persons has acquired Beneficial Ownership (as defined in the Rights Agreement) of 10% or more of the outstanding shares of common stock (referred to, subject to certain exceptions, as “Acquiring Persons”) (or, in the event an exchange of the Rights for shares of our common stock is effected in accordance with certain provisions of the Rights Agreement and the Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement); or
|
ii.
|
10 business days (or such later date as may be determined by action of the Board prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the Beneficial Ownership by a person or group of 10% or more of the outstanding shares of our common stock.
|
|
Three Months Ended June 30,
|
|
Favorable (Unfavorable)
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
REVENUE
|
|
|
|
|
|
|
|
|||||||
Advisory services
|
$
|
11,430
|
|
|
$
|
11,489
|
|
|
$
|
(59
|
)
|
|
(0.5
|
)%
|
Hotel management
|
3,691
|
|
|
—
|
|
|
3,691
|
|
|
|
|
|||
Project management fees
|
2,052
|
|
|
6,430
|
|
|
(4,378
|
)
|
|
(68.1
|
)%
|
|||
Audio visual
|
970
|
|
|
30,127
|
|
|
(29,157
|
)
|
|
(96.8
|
)%
|
|||
Other
|
3,337
|
|
|
4,083
|
|
|
(746
|
)
|
|
(18.3
|
)%
|
|||
Cost reimbursement revenue
|
24,118
|
|
|
11,337
|
|
|
12,781
|
|
|
112.7
|
%
|
|||
Total revenues
|
45,598
|
|
|
63,466
|
|
|
(17,868
|
)
|
|
(28.2
|
)%
|
|||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|||||
Salaries and benefits
|
13,677
|
|
|
10,979
|
|
|
(2,698
|
)
|
|
(24.6
|
)%
|
|||
Cost of revenues for project management
|
878
|
|
|
1,442
|
|
|
564
|
|
|
39.1
|
%
|
|||
Cost of revenues for audio visual
|
2,316
|
|
|
22,229
|
|
|
19,913
|
|
|
89.6
|
%
|
|||
Depreciation and amortization
|
10,109
|
|
|
4,515
|
|
|
(5,594
|
)
|
|
(123.9
|
)%
|
|||
General and administrative
|
4,341
|
|
|
8,989
|
|
|
4,648
|
|
|
51.7
|
%
|
|||
Other
|
1,361
|
|
|
3,138
|
|
|
1,777
|
|
|
56.6
|
%
|
|||
Reimbursed expenses
|
24,055
|
|
|
11,231
|
|
|
(12,824
|
)
|
|
(114.2
|
)%
|
|||
Total expenses
|
56,737
|
|
|
62,523
|
|
|
5,786
|
|
|
9.3
|
%
|
|||
OPERATING INCOME (LOSS)
|
(11,139
|
)
|
|
943
|
|
|
(12,082
|
)
|
|
(1,281.2
|
)%
|
|||
Equity in earnings (loss) of unconsolidated entities
|
17
|
|
|
(298
|
)
|
|
315
|
|
|
105.7
|
%
|
|||
Interest expense
|
(1,246
|
)
|
|
(445
|
)
|
|
(801
|
)
|
|
(180.0
|
)%
|
|||
Amortization of loan costs
|
(90
|
)
|
|
(70
|
)
|
|
(20
|
)
|
|
(28.6
|
)%
|
|||
Interest income
|
1
|
|
|
9
|
|
|
(8
|
)
|
|
(88.9
|
)%
|
|||
Realized gain (loss) on investments
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|
|
|
|||
Other income (expense)
|
66
|
|
|
(42
|
)
|
|
108
|
|
|
257.1
|
%
|
|||
INCOME (LOSS) BEFORE INCOME TAXES
|
(12,402
|
)
|
|
97
|
|
|
(12,499
|
)
|
|
(12,885.6
|
)%
|
|||
Income tax (expense) benefit
|
3,484
|
|
|
(426
|
)
|
|
3,910
|
|
|
917.8
|
%
|
|||
NET INCOME (LOSS)
|
(8,918
|
)
|
|
(329
|
)
|
|
(8,589
|
)
|
|
(2,610.6
|
)%
|
|||
(Income) loss from consolidated entities attributable to noncontrolling interests
|
278
|
|
|
131
|
|
|
147
|
|
|
112.2
|
%
|
|||
Net (income) loss attributable to redeemable noncontrolling interests
|
644
|
|
|
310
|
|
|
334
|
|
|
107.7
|
%
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
(7,996
|
)
|
|
112
|
|
|
(8,108
|
)
|
|
(7,239.3
|
)%
|
|||
Preferred dividends, declared and undeclared
|
(7,940
|
)
|
|
(2,791
|
)
|
|
(5,149
|
)
|
|
(184.5
|
)%
|
|||
Amortization of preferred stock discount
|
(795
|
)
|
|
(484
|
)
|
|
(311
|
)
|
|
(64.3
|
)%
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
(16,731
|
)
|
|
$
|
(3,163
|
)
|
|
$
|
(13,568
|
)
|
|
(429.0
|
)%
|
|
Three Months Ended June 30,
|
|
Favorable (Unfavorable)
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
Advisory services revenue:
|
|
|
|
|
|
|
|
|||||||
Base advisory fee (1)
|
$
|
11,130
|
|
|
$
|
11,190
|
|
|
$
|
(60
|
)
|
|
(0.5
|
)%
|
Incentive advisory fee (2)
|
169
|
|
|
169
|
|
|
—
|
|
|
—
|
%
|
|||
Other advisory revenue (3)
|
131
|
|
|
130
|
|
|
1
|
|
|
0.8
|
%
|
|||
Total advisory services revenue
|
11,430
|
|
|
11,489
|
|
|
(59
|
)
|
|
(0.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Hotel management:
|
|
|
|
|
|
|
|
|||||||
Base management fees (4)
|
3,691
|
|
|
—
|
|
|
3,691
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Project management revenue (5)
|
2,052
|
|
|
6,430
|
|
|
(4,378
|
)
|
|
(68.1
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Audio visual revenue (6)
|
970
|
|
|
30,127
|
|
|
(29,157
|
)
|
|
(96.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Other revenue:
|
|
|
|
|
|
|
|
|
||||||
Debt placement and related fees (7)
|
1,335
|
|
|
79
|
|
|
1,256
|
|
|
1,589.9
|
%
|
|||
Claims management services (8)
|
72
|
|
|
55
|
|
|
17
|
|
|
30.9
|
%
|
|||
Lease revenue (9)
|
—
|
|
|
1,029
|
|
|
(1,029
|
)
|
|
(100.0
|
)%
|
|||
Other services (10)
|
1,930
|
|
|
2,920
|
|
|
(990
|
)
|
|
(33.9
|
)%
|
|||
Total other revenue
|
3,337
|
|
|
4,083
|
|
|
(746
|
)
|
|
(18.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Cost reimbursement revenue (11)
|
24,118
|
|
|
11,337
|
|
|
12,781
|
|
|
112.7
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
$
|
45,598
|
|
|
$
|
63,466
|
|
|
$
|
(17,868
|
)
|
|
(28.2
|
)%
|
|
|
|
|
|
|
|
|
|
||||||
REVENUES BY SEGMENT (12)
|
|
|
|
|
|
|
|
|
||||||
REIT advisory
|
$
|
15,550
|
|
|
$
|
22,641
|
|
|
$
|
(7,091
|
)
|
|
(31.3
|
)%
|
Remington
|
22,459
|
|
|
—
|
|
|
22,459
|
|
|
|
|
|||
Premier
|
2,744
|
|
|
7,700
|
|
|
(4,956
|
)
|
|
(64.4
|
)%
|
|||
JSAV
|
970
|
|
|
30,127
|
|
|
(29,157
|
)
|
|
(96.8
|
)%
|
|||
OpenKey
|
292
|
|
|
194
|
|
|
98
|
|
|
50.5
|
%
|
|||
Corporate and other
|
3,583
|
|
|
2,804
|
|
|
779
|
|
|
27.8
|
%
|
|||
Total revenues
|
$
|
45,598
|
|
|
$
|
63,466
|
|
|
$
|
(17,868
|
)
|
|
(28.2
|
)%
|
(1)
|
The decrease in base advisory fee is primarily due to higher revenue of $142,000 from Ashford Trust and lower revenue of $202,000 from Braemar.
|
(2)
|
Incentive advisory fees did not change compared to the 2019 quarter. The $169,000 of incentive advisory fee recognized in the 2020 quarter includes the pro-rata portion of the third year installment of the Braemar 2018 incentive advisory fee which will be paid in January 2021. The incentive advisory fee for the 2019 quarter includes the pro-rata portion of the second year installment of the Braemar 2018 incentive advisory fee in the amount of $169,000, which was paid in January 2020. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in our advisory agreements. Ashford Trust’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2019, 2018 and 2017 measurement periods. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2019 and 2017 measurement periods.
|
(3)
|
Other advisory revenue remained steady. Other advisory revenue from Braemar is a result of the $5.0 million cash payment
|
(4)
|
The increase in hotel management revenue is due to our acquisition of Remington in November of 2019.
|
(5)
|
The decrease in project management revenue is due to lower revenue from Ashford Trust and Braemar of $3.4 million and $1.4 million, respectively, due to reduced capital expenditures by our clients as a result of COVID-19.
|
(6)
|
The $29.2 million decrease in audio visual revenue is the result of COVID-19.
|
(7)
|
The increase in debt placement and related fee revenue is due to higher revenue of $610,000 from Ashford Trust and higher revenue of $646,000 from Braemar. Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. The increase in volume of the debt placement and related services is primarily due to COVID-19.
|
(8)
|
Claims management services include revenue earned from providing insurance claim assessment and administration services to Ashford Trust and Braemar.
|
(9)
|
In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and legacy key money transaction with Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Our ERFP leases entered into in 2018 with Ashford Trust commenced on December 31, 2018. Consistent with our accounting treatment prior to adopting ASU 2016-02, Leases (“ASU 2016-02”), other revenue for the three and six months ended June 30, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made.
|
(10)
|
The decrease in other services revenue is primarily due to decreased revenue from RED of $1.0 million due to a decrease in operations from COVID-19. The decrease was offset by $343,000 in other services revenue is from our acquisition of Marietta in November of 2019. Other services revenue primarily relates to other hotel services provided by our consolidated subsidiaries, OpenKey, RED, Pure Wellness and Marietta, to Ashford Trust, Braemar and other third parties.
|
(11)
|
The increase in cost reimbursement revenue is primarily due to $18.8 million of cost reimbursement revenue recognized in the 2020 quarter for hotel management services from our Remington subsidiary acquired in November of 2019, offset by a decrease in cost reimbursement expense for advisory services of $6.0 million from the 2019 quarter.
|
(12)
|
See note 16 to our condensed consolidated financial statements for discussion of segment reporting.
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
$ Change
|
||||||
Cash salaries and benefits:
|
|
|
|
|
|
||||||
Salary expense
|
$
|
7,903
|
|
|
$
|
8,858
|
|
|
$
|
(955
|
)
|
Bonus expense
|
3,978
|
|
|
3,136
|
|
|
842
|
|
|||
Benefits related expenses
|
1,066
|
|
|
1,765
|
|
|
(699
|
)
|
|||
Total cash salaries and benefits (1)
|
12,947
|
|
|
13,759
|
|
|
(812
|
)
|
|||
Non-cash equity-based compensation:
|
|
|
|
|
|
||||||
Stock option grants
|
(397
|
)
|
|
2,037
|
|
|
(2,434
|
)
|
|||
Employee equity grant expense
|
247
|
|
|
—
|
|
|
247
|
|
|||
Total non-cash equity-based compensation
|
(150
|
)
|
|
2,037
|
|
|
(2,187
|
)
|
|||
Non-cash (gain) loss in deferred compensation plan (2)
|
880
|
|
|
(4,817
|
)
|
|
5,697
|
|
|||
Total salaries and benefits
|
$
|
13,677
|
|
|
$
|
10,979
|
|
|
$
|
2,698
|
|
(1)
|
The change in cash salaries and benefits expense is primarily due to fluctuations in the number of employees, salary and bonus awards, group insurance costs, payroll taxes and employee participation in the benefits offered which were reduced as a result of cost control efforts due to COVID-19.
|
(2)
|
The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The loss in the 2020 quarter and the gain in the 2019 quarter are primarily attributable to an increase and decrease, respectively, in the fair value of the DCP obligation. See note 13 to our condensed consolidated financial statements.
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
$ Change
|
||||||
Professional fees (1)
|
$
|
1,022
|
|
|
$
|
4,293
|
|
|
$
|
(3,271
|
)
|
Office expense
|
1,438
|
|
|
1,728
|
|
|
(290
|
)
|
|||
Public company costs
|
100
|
|
|
158
|
|
|
(58
|
)
|
|||
Director costs
|
618
|
|
|
860
|
|
|
(242
|
)
|
|||
Travel and other expense
|
1,125
|
|
|
1,908
|
|
|
(783
|
)
|
|||
Non-capitalizable - software costs
|
38
|
|
|
42
|
|
|
(4
|
)
|
|||
Total general and administrative
|
$
|
4,341
|
|
|
$
|
8,989
|
|
|
$
|
(4,648
|
)
|
(1)
|
The decrease in expense is primarily due to decreases in legal fees and transaction costs for our acquisition of Remington in November of 2019 and curtailing G&A expenses in the 2020 quarter due to COVID-19.
|
|
Three Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
$ Change
|
||||||
Cost reimbursement revenue
|
$
|
24,118
|
|
|
$
|
11,337
|
|
|
$
|
12,781
|
|
Reimbursed expenses
|
24,055
|
|
|
11,231
|
|
|
12,824
|
|
|||
Net total
|
$
|
63
|
|
|
$
|
106
|
|
|
$
|
(43
|
)
|
|
Six Months Ended June 30,
|
|
Favorable (Unfavorable)
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
REVENUE
|
|
|
|
|
|
|
|
|||||||
Advisory services
|
$
|
23,266
|
|
|
$
|
22,409
|
|
|
$
|
857
|
|
|
3.8
|
%
|
Hotel management
|
9,815
|
|
|
—
|
|
|
9,815
|
|
|
|
|
|||
Project management fees
|
5,990
|
|
|
12,872
|
|
|
(6,882
|
)
|
|
(53.5
|
)%
|
|||
Audio visual
|
30,644
|
|
|
61,102
|
|
|
(30,458
|
)
|
|
(49.8
|
)%
|
|||
Other
|
10,028
|
|
|
9,093
|
|
|
935
|
|
|
10.3
|
%
|
|||
Cost reimbursement revenue
|
99,697
|
|
|
21,310
|
|
|
78,387
|
|
|
367.8
|
%
|
|||
Total revenues
|
179,440
|
|
|
126,786
|
|
|
52,654
|
|
|
41.5
|
%
|
|||
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and benefits
|
29,987
|
|
|
27,193
|
|
|
(2,794
|
)
|
|
(10.3
|
)%
|
|||
Cost of revenues for project management
|
2,329
|
|
|
2,915
|
|
|
586
|
|
|
20.1
|
%
|
|||
Cost of revenues for audio visual
|
22,746
|
|
|
43,668
|
|
|
20,922
|
|
|
47.9
|
%
|
|||
Depreciation and amortization
|
20,078
|
|
|
8,623
|
|
|
(11,455
|
)
|
|
(132.8
|
)%
|
|||
General and administrative
|
10,524
|
|
|
15,443
|
|
|
4,919
|
|
|
31.9
|
%
|
|||
Impairment
|
178,213
|
|
|
—
|
|
|
(178,213
|
)
|
|
|
|
|||
Other
|
5,587
|
|
|
4,477
|
|
|
(1,110
|
)
|
|
(24.8
|
)%
|
|||
Reimbursed expenses
|
99,566
|
|
|
20,982
|
|
|
(78,584
|
)
|
|
(374.5
|
)%
|
|||
Total expenses
|
369,030
|
|
|
123,301
|
|
|
(245,729
|
)
|
|
(199.3
|
)%
|
|||
OPERATING INCOME (LOSS)
|
(189,590
|
)
|
|
3,485
|
|
|
(193,075
|
)
|
|
(5,540.2
|
)%
|
|||
Equity in earnings (loss) of unconsolidated entities
|
253
|
|
|
(573
|
)
|
|
826
|
|
|
144.2
|
%
|
|||
Interest expense
|
(2,422
|
)
|
|
(742
|
)
|
|
(1,680
|
)
|
|
(226.4
|
)%
|
|||
Amortization of loan costs
|
(156
|
)
|
|
(139
|
)
|
|
(17
|
)
|
|
(12.2
|
)%
|
|||
Interest income
|
29
|
|
|
29
|
|
|
—
|
|
|
—
|
%
|
|||
Realized gain (loss) on investments
|
(386
|
)
|
|
—
|
|
|
(386
|
)
|
|
|
|
|||
Other income (expense)
|
(455
|
)
|
|
(95
|
)
|
|
(360
|
)
|
|
(378.9
|
)%
|
|||
INCOME (LOSS) BEFORE INCOME TAXES
|
(192,727
|
)
|
|
1,965
|
|
|
(194,692
|
)
|
|
(9,908.0
|
)%
|
|||
Income tax (expense) benefit
|
5,569
|
|
|
(1,726
|
)
|
|
7,295
|
|
|
422.7
|
%
|
|||
NET INCOME (LOSS)
|
(187,158
|
)
|
|
239
|
|
|
(187,397
|
)
|
|
(78,408.8
|
)%
|
|||
(Income) loss from consolidated entities attributable to noncontrolling interests
|
438
|
|
|
294
|
|
|
144
|
|
|
49.0
|
%
|
|||
Net (income) loss attributable to redeemable noncontrolling interests
|
1,084
|
|
|
289
|
|
|
795
|
|
|
275.1
|
%
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
|
(185,636
|
)
|
|
822
|
|
|
(186,458
|
)
|
|
(22,683.5
|
)%
|
|||
Preferred dividends, declared and undeclared
|
(15,815
|
)
|
|
(5,583
|
)
|
|
(10,232
|
)
|
|
(183.3
|
)%
|
|||
Amortization of preferred stock discount
|
(1,605
|
)
|
|
(975
|
)
|
|
(630
|
)
|
|
(64.6
|
)%
|
|||
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
(203,056
|
)
|
|
$
|
(5,736
|
)
|
|
$
|
(197,320
|
)
|
|
(3,440.0
|
)%
|
|
Six Months Ended June 30,
|
|
Favorable (Unfavorable)
|
|||||||||||
|
2020
|
|
2019
|
|
$ Change
|
|
% Change
|
|||||||
Advisory services revenue:
|
|
|
|
|
|
|
|
|||||||
Base advisory fee (1)
|
$
|
22,667
|
|
|
$
|
21,812
|
|
|
$
|
855
|
|
|
3.9
|
%
|
Incentive advisory fee (2)
|
339
|
|
|
339
|
|
|
—
|
|
|
—
|
%
|
|||
Other advisory revenue (3)
|
260
|
|
|
258
|
|
|
2
|
|
|
0.8
|
%
|
|||
Total advisory services revenue
|
23,266
|
|
|
22,409
|
|
|
857
|
|
|
3.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Hotel management:
|
|
|
|
|
|
|
|
|||||||
Base management fees (4)
|
9,815
|
|
|
—
|
|
|
9,815
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Project management revenue (5)
|
5,990
|
|
|
12,872
|
|
|
(6,882
|
)
|
|
(53.5
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Audio visual revenue (6)
|
30,644
|
|
|
61,102
|
|
|
(30,458
|
)
|
|
(49.8
|
)%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Other revenue:
|
|
|
|
|
|
|
|
|
||||||
Debt placement and related fees (7)
|
1,463
|
|
|
1,433
|
|
|
30
|
|
|
2.1
|
%
|
|||
Claims management services (8)
|
129
|
|
|
96
|
|
|
33
|
|
|
34.4
|
%
|
|||
Lease revenue (9)
|
—
|
|
|
2,059
|
|
|
(2,059
|
)
|
|
(100.0
|
)%
|
|||
Other services (10)
|
8,436
|
|
|
5,505
|
|
|
2,931
|
|
|
53.2
|
%
|
|||
Total other revenue
|
10,028
|
|
|
9,093
|
|
|
935
|
|
|
10.3
|
%
|
|||
|
|
|
|
|
|
|
|
|
||||||
Cost reimbursement revenue (11)
|
99,697
|
|
|
21,310
|
|
|
78,387
|
|
|
367.8
|
%
|
|||
|
|
|
|
|
|
|
|
|||||||
Total revenues
|
$
|
179,440
|
|
|
$
|
126,786
|
|
|
$
|
52,654
|
|
|
41.5
|
%
|
|
|
|
|
|
|
|
|
|
||||||
REVENUES BY SEGMENT (12)
|
|
|
|
|
|
|
|
|
||||||
REIT advisory
|
$
|
36,507
|
|
|
$
|
43,257
|
|
|
$
|
(6,750
|
)
|
|
(15.6
|
)%
|
Remington
|
92,915
|
|
|
—
|
|
|
92,915
|
|
|
|
|
|||
Premier
|
7,896
|
|
|
15,490
|
|
|
(7,594
|
)
|
|
(49.0
|
)%
|
|||
JSAV
|
30,644
|
|
|
61,102
|
|
|
(30,458
|
)
|
|
(49.8
|
)%
|
|||
OpenKey
|
814
|
|
|
451
|
|
|
363
|
|
|
80.5
|
%
|
|||
Corporate and other
|
10,664
|
|
|
6,486
|
|
|
4,178
|
|
|
64.4
|
%
|
|||
Total revenues
|
$
|
179,440
|
|
|
$
|
126,786
|
|
|
$
|
52,654
|
|
|
41.5
|
%
|
(1)
|
The increase in base advisory fee is due to higher revenue of $1.0 million from Ashford Trust and lower revenue of $159,000 from Braemar.
|
(2)
|
Incentive advisory fees did not change compared to the 2019 period. The $339,000 of incentive advisory fee recognized in the 2020 period includes the pro-rata portion of the third year installment of the Braemar 2018 incentive advisory fee which will be paid in January 2021. The incentive advisory fee for the 2019 period includes the pro-rata portion of the second year installment of the Braemar 2018 incentive advisory fee in the amount of $339,000, which was paid in January 2020. Incentive fee payments are subject to meeting the December 31 FCCR Condition each year, as defined in our advisory agreements. Ashford Trust’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2019, 2018 and 2017 measurement periods. Braemar’s annual total stockholder return did not meet the relevant incentive fee thresholds during the 2019 and 2017 measurement periods.
|
(3)
|
Other advisory revenue remained steady. Other advisory revenue from Braemar is a result of the $5.0 million cash payment
|
(4)
|
The increase in hotel management revenue is due to our acquisition of Remington in November of 2019.
|
(5)
|
The decrease in project management revenue is due to lower revenue from Ashford Trust and Braemar of $4.4 million and $3.0 million, respectively, due to reduced capital expenditures by our clients as a result of COVID-19.
|
(6)
|
The $30.5 million decrease in audio visual revenue is the result of COVID-19.
|
(7)
|
The increase in debt placement and related fee revenue is due to lower revenue of $341,000 from Ashford Trust and higher revenue of $371,000 from Braemar. Debt placement and related fees are earned by Lismore for providing debt placement, modification, forbearance and refinancing services. The increase in volume of the debt placement and related services is primarily due to COVID-19.
|
(8)
|
Claims management services include revenue earned from providing insurance claim assessment and administration services to Ashford Trust and Braemar.
|
(9)
|
In connection with our ERFP Agreements and legacy key money transaction with Ashford Trust and legacy key money transaction with Braemar, we lease FF&E to Ashford Trust and Braemar rent-free. Our ERFP leases entered into in 2018 with Ashford Trust commenced on December 31, 2018. Consistent with our accounting treatment prior to adopting ASU 2016-02, Leases (“ASU 2016-02”), other revenue for the three and six months ended June 30, 2019, includes a portion of the base advisory fee for leases commencing prior to our adoption, which is equal to the estimated fair value of the lease payments that would have been made.
|
(10)
|
The increase in other services revenue is primarily due to increased revenue from RED of $730,000 due to growth, which occurred prior to COVID-19, of the entity that conducts RED’s legacy U.S. Virgin Islands operations and RED’s acquisition of Sebago in July of 2019. $2.4 million of the increase in other services revenue is from our acquisition of Marietta in November of 2019. Other services revenue primarily relates to other hotel services provided by our consolidated subsidiaries, OpenKey, RED, Pure Wellness and Marietta, to Ashford Trust, Braemar and other third parties.
|
(11)
|
The increase in cost reimbursement revenue is primarily due to $83.1 million of cost reimbursement revenue recognized in the 2020 period for hotel management services from our Remington subsidiary acquired in November of 2019.
|
(12)
|
See note 16 to our condensed consolidated financial statements for discussion of segment reporting.
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
$ Change
|
||||||
Cash salaries and benefits:
|
|
|
|
|
|
||||||
Salary expense
|
$
|
19,290
|
|
|
$
|
16,828
|
|
|
$
|
2,462
|
|
Bonus expense
|
7,578
|
|
|
6,536
|
|
|
1,042
|
|
|||
Benefits related expenses
|
3,772
|
|
|
3,718
|
|
|
54
|
|
|||
Total cash salaries and benefits (1)
|
30,640
|
|
|
27,082
|
|
|
3,558
|
|
|||
Non-cash equity-based compensation:
|
|
|
|
|
|
||||||
Stock option grants
|
1,692
|
|
|
4,188
|
|
|
(2,496
|
)
|
|||
Employee equity grant expense
|
352
|
|
|
—
|
|
|
352
|
|
|||
Total non-cash equity-based compensation
|
2,044
|
|
|
4,188
|
|
|
(2,144
|
)
|
|||
Non-cash (gain) loss in deferred compensation plan (2)
|
(2,697
|
)
|
|
(4,077
|
)
|
|
1,380
|
|
|||
Total salaries and benefits
|
$
|
29,987
|
|
|
$
|
27,193
|
|
|
$
|
2,794
|
|
(1)
|
The change in cash salaries and benefits expense is primarily due to fluctuations in the number of employees, salary and bonus awards, group insurance costs, payroll taxes and employee participation in the benefits offered, which occurred primarily as a result of our acquisitions in 2019.
|
(2)
|
The DCP obligation is recorded as a liability at fair value with changes in fair value reflected in earnings. The gain in the 2020 period and the gain in the 2019 period are primarily attributable to a decrease in the fair value of the DCP obligation. See note 13 to our condensed consolidated financial statements.
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
$ Change
|
||||||
Professional fees (1)
|
$
|
2,364
|
|
|
$
|
6,759
|
|
|
$
|
(4,395
|
)
|
Office expense (2)
|
3,908
|
|
|
3,611
|
|
|
297
|
|
|||
Public company costs
|
202
|
|
|
294
|
|
|
(92
|
)
|
|||
Director costs
|
727
|
|
|
1,122
|
|
|
(395
|
)
|
|||
Travel and other expense
|
3,190
|
|
|
3,550
|
|
|
(360
|
)
|
|||
Non-capitalizable - software costs
|
133
|
|
|
107
|
|
|
26
|
|
|||
Total general and administrative
|
$
|
10,524
|
|
|
$
|
15,443
|
|
|
$
|
(4,919
|
)
|
(1)
|
The decrease in expense is primarily due to decreases in legal fees and transaction costs related to JSAV’s acquisition of BAV in March of 2019 and our acquisition of Remington in November of 2019 and curtailing G&A expenses in the 2020 period due to COVID-19.
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
$ Change
|
||||||
Cost reimbursement revenue
|
$
|
99,697
|
|
|
$
|
21,310
|
|
|
$
|
78,387
|
|
Reimbursed expenses
|
99,566
|
|
|
20,982
|
|
|
78,584
|
|
|||
Net total
|
$
|
131
|
|
|
$
|
328
|
|
|
$
|
(197
|
)
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Plan (1)
|
|
Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
|
||||||
Common stock:
|
|
|
|
|
|
|
|
|
||||||
April 1 to April 30
|
|
115
|
|
|
$
|
—
|
|
(3)
|
—
|
|
|
$
|
20,000,000
|
|
May1 to May 31
|
|
25,794
|
|
|
$
|
—
|
|
(3)
|
—
|
|
|
$
|
20,000,000
|
|
June 1 to June 30
|
|
1,161
|
|
(2)
|
$
|
10.65
|
|
(3)
|
—
|
|
|
$
|
20,000,000
|
|
Total
|
|
27,070
|
|
|
$
|
10.65
|
|
|
—
|
|
|
|
ITEM 3.
|
DEFAULT UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Date:
|
August 7, 2020
|
By:
|
/s/ MONTY J. BENNETT
|
|
|
|
|
Monty J. Bennett
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
August 7, 2020
|
By:
|
/s/ DERIC S. EUBANKS
|
|
|
|
|
Deric S. Eubanks
|
|
|
|
|
Chief Financial Officer
|
|
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