UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 8, 2014
ASHFORD HOSPITALITY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland |
|
001-31775 |
|
86-1062192 |
(State or other jurisdiction of |
|
(Commission File Number) |
|
(IRS employer identification number) |
14185 Dallas Parkway, Suite 1100 |
|
|
Dallas, Texas |
|
75254 |
(Address of principal executive offices) |
|
(Zip code) |
Registrants telephone number, including area code (972) 490-9600
Check the appropriated box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On May 8, 2014, Ashford Hospitality Trust, Inc. (the Company) issued a press release announcing its financial results for the first quarter ended March 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K and Exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99.1 First Quarter 2014 Earnings Press Release of the Company, dated May 8, 2014.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 8, 2014
|
ASHFORD HOSPITALITY TRUST, INC. | |
|
| |
|
By: |
/s/ David J. Kimichik |
|
David J. Kimichik | |
|
Chief Financial Officer |
Exhibit 99.1
|
NEWS RELEASE |
Contact: |
David Kimichik |
Deric Eubanks |
Elise Chittick |
Scott Eckstein |
|
Chief Financial Officer |
SVP Finance |
Investor Relations |
Financial Relations Board |
|
(972) 490-9600 |
(972) 490-9600 |
(972) 778-9487 |
(212) 827-3766 |
ASHFORD TRUST REPORTS FIRST QUARTER 2014 RESULTS
RevPAR Increase of 8.5% for Hotels Not Under Renovation
Pro Forma Hotel EBITDA Margin Increase of 127 basis points for All Hotels
DALLAS, May 8, 2014 Today, Ashford Hospitality Trust, Inc. (NYSE: AHT) (the Company or Ashford Trust) reported the following results and performance measures for the first quarter ended March 31, 2014. Prior to the third quarter of 2013, the Company reported its Legacy Portfolio and Highland Hospitality Portfolio pro forma hotel operating statistics separately. In the third quarter 2013, the Company changed its reporting format and now combines the pro forma hotel operating statistics for its Legacy Portfolio and Ashford Trusts pro rata share of the Highland Hospitality Portfolio as the Ashford Trust Portfolio. The performance measurements for Occupancy, Average Daily Rate (ADR), Revenue Per Available Room (RevPAR), and Hotel Operating Profit (or Hotel EBITDA) are pro forma. Unless otherwise stated, all reported results compare the first quarter ended March 31, 2014, with the first quarter ended March 31, 2013 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.
FINANCIAL AND OPERATING HIGHLIGHTS
· RevPAR for the Ashford Trust Portfolio hotels increased 7.5% during the quarter
· RevPAR for all Ashford Trust Portfolio hotels not under renovation increased 8.5% during the quarter
· Hotel EBITDA increased 10.4% for all Ashford Trust Portfolio hotels
· Hotel EBITDA flow-through was 53% for all Ashford Trust Portfolio hotels
· Net loss attributable to common shareholders for the Company was $10.9 million, or $0.13 per diluted share, compared with net loss attributable to common shareholders of $23.2 million, or $0.34 per diluted share, in the prior-year quarter
· Adjusted funds from operations (AFFO) for the Company was $0.25 per diluted share for the quarter as compared with $0.35 from the prior-year quarter
· Interest rate derivative income decreased by $6.2 million from the prior year quarter, impacting AFFO per share by $0.06
· The prior year results also include the operations of the Ashford Prime portfolio
· During the first quarter, the Company refinanced its $165 million MIP Portfolio mortgage loan with a new $200 million non-recourse mortgage loan resulting in excess proceeds of approximately $30 million
· Ashford Trust announced its Board of Directors unanimously approved a plan to spin-off its asset management business into a separate publicly traded company in the form of a taxable distribution to be comprised of common stock in Ashford, Inc., a newly formed or successor company of the Companys existing advisor subsidiary, Ashford Hospitality Advisors LLC
· At the end of the first quarter 2014, the Company had total net working capital, including its pro rata share of the Highland Hospitality Portfolio net working capital and the market value of its OP Units in Ashford Prime, of $395 million
-MORE-
CAPITAL EXPENDITURES
· Capex invested in the quarter for the Ashford Trust Portfolio was $40.8 million
CAPITAL STRUCTURE
At March 31, 2014, the Company had total assets of $2.6 billion in continuing operations, and $3.5 billion overall including the Highland Hospitality Portfolio which is not consolidated. As of March 31, 2014, the Company had $1.8 billion of mortgage debt in continuing operations and $2.6 billion overall including the Highland Hospitality Portfolio. Ashford Trusts total combined debt had a blended average interest rate of 5.6%, with a weighted average debt maturity of 2.8 years.
On January 27, 2014, the Company refinanced its $165 million MIP Portfolio mortgage loan with a new $200 million non-recourse mortgage loan with a two-year initial term and three one-year extension options, subject to the satisfaction of certain conditions. The new loan is interest only and provides for a floating interest rate of LIBOR + 4.75% with a 0.20% LIBOR Floor. The refinance resulted in excess net proceeds of approximately $30 million. The new loan remains secured by the same five hotels including: the Embassy Suites Philadelphia Airport, Embassy Suites Walnut Creek, Sheraton Mission Valley San Diego, Sheraton Anchorage and the Hilton Minneapolis/St Paul Airport Mall of America.
On February 27, 2014, Ashford Trust announced that its Board of Directors unanimously approved a plan to spin-off its asset management business into a separate publicly traded company in the form of a taxable distribution. The distribution will be comprised of common stock in Ashford, Inc. (Ashford Inc.), a newly formed or successor company of the Companys existing advisor subsidiary, Ashford Hospitality Advisors LLC, which currently advises Ashford Hospitality Prime, Inc. (NYSE: AHP) (Ashford Prime). The Company plans to file a listing application for Ashford Inc. with the NYSE or NYSE MKT Exchanges. This distribution is anticipated to be declared during the third quarter of 2014; however, it remains subject to the review of the registration statement on Form 10 filed with the Securities and Exchange Commission (SEC) on April 7, 2014, the approval of the listing of shares by the applicable exchange, and other legal requirements. The Company cannot be certain this distribution will proceed or proceed in the manner as currently anticipated.
In connection with the spin-off, it is anticipated that Ashford Inc. will enter into a 20-year advisory agreement to externally advise the Company and will continue to externally advise Ashford Prime. It is expected that Ashford Inc. will be well positioned to grow its asset management business. The Companys investment securities subsidiary is raising capital and it is expected that Ashford Inc. will advise this platform. In addition, other business opportunities for Ashford Inc. include future external advisory services to other platforms, such as a select service hotel platform and a hotel debt platform, both of which are opportunities being explored by the Company. Further, it is anticipated that Ashford Inc. will pursue other business acquisitions which may include hotel management, project and construction management, and other hospitality-related services.
On March 1, 2014, the Company completed the sale of the Pier House Resort to Ashford Prime for total consideration of $92.7 million. In connection with the transaction, Ashford Prime assumed the existing $69 million property level debt financing that the Company closed in September 2013.
Subsequent to the quarter end, on April 9, 2014, the Company announced it had priced its follow-on public offering of 7,500,000 shares of common stock at $10.70 per share. The Company granted the underwriters a 30-day option to purchase up to an additional 1,125,000 shares of common stock. Settlement of the offering occurred on April 14, 2014, generating total net proceeds of $77 million. Ashford Trust intends to use the net proceeds of the offering for general corporate purposes, including, without limitation, hotel-related investments, capital expenditures, working capital and repayment of debt or other obligations.
PORTFOLIO REVPAR
As of March 31, 2014, the Ashford Trust Portfolio consisted of direct hotel investments with 114 properties classified in continuing operations. During the first quarter of 2014, 95 of the Ashford Trust Portfolio hotels included in continuing operations were not under renovation. The Company believes reporting its operating metrics for the Ashford Trust Portfolio hotels in continuing operations on a pro forma total basis (all 114 hotels) and pro forma not under renovation basis (95 hotels) is a measure that reflects a meaningful and focused comparison of the operating results in its portfolio. Details of each category are provided in the tables attached to this release.
· Pro forma RevPAR increased 7.5% to $101.55 for all hotels in the Ashford Trust Portfolio on a 3.4% increase in ADR and a 4.0% increase in occupancy
· Pro forma RevPAR increased 8.5% to $101.57 for hotels not under renovation in the Ashford Trust Portfolio on a 3.0% increase in ADR and a 5.4% increase in occupancy
HOTEL EBITDA MARGINS AND QUARTERLY SEASONALITY TRENDS
The Company believes year-over-year Hotel EBITDA and Hotel EBITDA Margin comparisons are more meaningful to gauge the performance of the Companys hotels than sequential quarter-over-quarter comparisons. Given the substantial seasonality in the Companys portfolio and its active capital recycling, to help investors better understand this seasonality, the Company provides quarterly detail on its Hotel EBITDA and Hotel EBITDA Margin for the current and certain prior-year periods based upon the number of hotels in the Ashford Trust Portfolio, including its pro-rata share of the Highland Hospitality Portfolio as of the end of the current period. As the Companys portfolio mix changes from time to time so will the seasonality for Pro forma Hotel EBITDA and Pro forma Hotel EBITDA margin. The details of the quarterly calculations for the previous four quarters for the 114 Ashford Trust Portfolio hotels included in continuing operations are provided in the table attached to this release.
COMMON STOCK DIVIDEND
On March 17, 2014, the Company announced that its Board of Directors had declared a quarterly cash dividend of $0.12 per diluted share for the Companys common stock for the first quarter ending March 31, 2014, payable on April 15, 2014, to shareholders of record as of March 31, 2014.
We are extremely pleased with our first quarter results which reflect continued improvement in the operating performance of our Ashford Trust portfolio. This is in no small part due to the revenue initiatives implemented by our affiliated property manager, Remington. Also, we are now starting to see the benefits from specific capital expenditures that we previously implemented to unlock the full value of our assets, commented Monty J. Bennett, Ashford Trusts Chairman and Chief Executive Officer. On a parallel path, we have significantly increased our liquidity resources by capitalizing on the current attractive interest rates and debt market conditions with strategic refinancing transactions and our most recent equity raise. You can expect us to continue to proactively address our debt maturities and opportunistically take out excess proceeds to grow our cash balance. Also, on the acquisition front, we continue to see attractive investment opportunities and will seek to grow our portfolio if we believe it is accretive to shareholder value.
INVESTOR CONFERENCE CALL AND SIMULCAST
Ashford Hospitality Trust, Inc. will conduct a conference call on Friday, May 9, 2014, at 11:00 a.m. ET. The number to call for this interactive teleconference is (480) 629-9835. A replay of the conference call will be available through Friday, May 16, 2014, by dialing (303) 590-3030 and entering the confirmation number, 4678388.
The Company will also provide an online simulcast and rebroadcast of its first quarter 2014 earnings release conference call. The live broadcast of Ashford Hospitality Trusts quarterly conference call will be available online at
the Companys web site, www.ahtreit.com on Friday, May 9, 2014, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue for approximately one year.
Substantially all of our non-current assets consist of real estate investments and debt investments secured by real estate. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider supplemental measures of performance, which are not measures of operating performance under GAAP, to assist in evaluating a real estate companys operations. These supplemental measures include FFO, AFFO, EBITDA, and Hotel Operating Profit. FFO is computed in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the NAREIT definition differently than us. Neither FFO, AFFO, EBITDA, nor Hotel Operating Profit represents cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income (loss) as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity, nor are such measures indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, management believes FFO, AFFO, EBITDA, and Hotel Operating Profit to be meaningful measures of a REITs performance and should be considered along with, but not as an alternative to, net income and cash flow as a measure of our operating performance.
* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry across all segments and at all levels of the capital structure primarily within the United States.
Follow Chairman and CEO Monty Bennett on Twitter at www.twitter.com/MBennettAshford or @MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apples App Store by searching Ashford.
Certain statements and assumptions in this press release contain or are based upon forward-looking information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words will likely result, may, anticipate, estimate, should, expect, believe, intend, or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trusts control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; the degree and nature of our competition; and the satisfaction of conditions to, or the completion of, the proposed spin-off of Ashford Inc. These and other risk factors are more fully discussed in Ashford Trusts filings with the Securities and Exchange Commission. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price. A capitalization rate is determined by dividing the propertys annual net operating income by the purchase price. Net operating income is the propertys funds from operations minus a capital expense reserve of either 4% or 5% of gross revenues. Hotel EBITDA flow-through is the change in Hotel EBITDA divided by the change in total revenues. Hotel EBITDA Margin is Hotel EBITDA divided by total revenues. Funds from operations (FFO), as defined by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (NAREIT) in April 2002, represents net income (loss) computed in accordance with generally accepted accounting principles (GAAP), excluding gains (or losses) from sales of properties and extraordinary items as defined by GAAP, plus depreciation and amortization of real estate assets, and net of adjustments for the portion of these items related to unconsolidated entities and joint ventures.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
|
March 31, |
|
December 31, |
| ||
|
|
2014 |
|
2013 |
| ||
|
|
(unaudited) |
| ||||
ASSETS |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
154,110 |
|
$ |
128,780 |
|
Marketable securities |
|
33,096 |
|
29,601 |
| ||
Total cash, cash equivalents and marketable securities |
|
187,206 |
|
158,381 |
| ||
Investment in hotel properties, net |
|
2,076,164 |
|
2,164,389 |
| ||
Restricted cash |
|
62,853 |
|
61,498 |
| ||
Accounts receivable, net of allowance of $190 and $242, respectively |
|
30,689 |
|
21,791 |
| ||
Inventories |
|
1,997 |
|
1,946 |
| ||
Notes receivable, net of allowance of $7,836 and $7,937, respectively |
|
3,424 |
|
3,384 |
| ||
Investment in Highland Hospitality |
|
136,548 |
|
139,302 |
| ||
Investment in Ashford Prime OP |
|
54,651 |
|
56,243 |
| ||
Deferred costs, net |
|
9,966 |
|
10,155 |
| ||
Prepaid expenses |
|
11,558 |
|
7,519 |
| ||
Derivative assets, net |
|
95 |
|
19 |
| ||
Other assets |
|
5,046 |
|
4,303 |
| ||
Due from Ashford Prime, net |
|
1,580 |
|
13,042 |
| ||
Due from affiliates |
|
761 |
|
1,302 |
| ||
Due from related party, net |
|
877 |
|
|
| ||
Due from third-party hotel managers |
|
35,960 |
|
33,728 |
| ||
Total assets |
|
$ |
2,619,375 |
|
$ |
2,677,002 |
|
|
|
|
|
|
| ||
LIABILITIES AND EQUITY |
|
|
|
|
| ||
Liabilities: |
|
|
|
|
| ||
Indebtedness |
|
$ |
1,780,432 |
|
$ |
1,818,929 |
|
Capital leases payable |
|
|
|
28 |
| ||
Accounts payable and accrued expenses |
|
68,946 |
|
70,683 |
| ||
Dividends payable |
|
20,891 |
|
20,735 |
| ||
Unfavorable management contract liabilities |
|
6,812 |
|
7,306 |
| ||
Due to related party, net |
|
|
|
270 |
| ||
Due to third-party hotel managers |
|
1,362 |
|
958 |
| ||
Liabilities associated with marketable securities and other |
|
5,946 |
|
3,764 |
| ||
Other liabilities |
|
1,261 |
|
1,286 |
| ||
Total liabilities |
|
1,885,650 |
|
1,923,959 |
| ||
|
|
|
|
|
| ||
Redeemable noncontrolling interests in operating partnership |
|
194,210 |
|
134,206 |
| ||
|
|
|
|
|
| ||
Equity: |
|
|
|
|
| ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized - |
|
|
|
|
| ||
Series A Cumulative Preferred Stock, 1,657,206 shares issued and outstanding at March 31, 2014 and December 31, 2013 |
|
17 |
|
17 |
| ||
Series D Cumulative Preferred Stock, 9,468,706 shares issued and outstanding at March 31, 2014 and December 31, 2013 |
|
95 |
|
95 |
| ||
Series E Cumulative Preferred Stock, 4,630,000 shares issued and outstanding at March 31, 2014 and December 31, 2013 |
|
46 |
|
46 |
| ||
Common stock, $0.01 par value, 200,000,000 shares authorized, 124,896,765 shares issued, 80,940,880 and 80,565,563 shares outstanding, respectively |
|
1,249 |
|
1,249 |
| ||
Additional paid-in capital |
|
1,645,590 |
|
1,652,743 |
| ||
Accumulated other comprehensive loss |
|
(135 |
) |
(197 |
) | ||
Accumulated deficit |
|
(969,035 |
) |
(896,110 |
) | ||
Treasury stock, at cost (43,955,885 shares and 44,331,202 shares, respectively) |
|
(139,333 |
) |
(140,054 |
) | ||
Total shareholders equity of the Company |
|
538,494 |
|
617,789 |
| ||
Noncontrolling interests in consolidated entities |
|
1,021 |
|
1,048 |
| ||
Total equity |
|
539,515 |
|
618,837 |
| ||
Total liabilities and equity |
|
$ |
2,619,375 |
|
$ |
2,677,002 |
|
-MORE-
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
(unaudited) |
| ||||
REVENUE |
|
|
|
|
| ||
Rooms |
|
$ |
157,721 |
|
$ |
183,469 |
|
Food and beverage |
|
28,239 |
|
39,650 |
| ||
Other |
|
6,377 |
|
8,716 |
| ||
Total hotel revenue |
|
192,337 |
|
231,835 |
| ||
Advisory services |
|
2,194 |
|
|
| ||
Other |
|
1,065 |
|
107 |
| ||
Total revenue |
|
195,596 |
|
231,942 |
| ||
EXPENSES |
|
|
|
|
| ||
Hotel operating expenses |
|
|
|
|
| ||
Rooms |
|
34,921 |
|
42,156 |
| ||
Food and beverage |
|
19,323 |
|
27,175 |
| ||
Other expenses |
|
58,542 |
|
68,292 |
| ||
Management fees |
|
7,780 |
|
9,893 |
| ||
Total hotel operating expenses |
|
120,566 |
|
147,516 |
| ||
Property taxes, insurance and other |
|
9,620 |
|
12,248 |
| ||
Depreciation and amortization |
|
26,229 |
|
32,480 |
| ||
Impairment charges |
|
(101 |
) |
(96 |
) | ||
Corporate, general and administrative: |
|
|
|
|
| ||
Stock/unit-based compensation |
|
4,488 |
|
8,343 |
| ||
Other general and administrative |
|
8,247 |
|
6,173 |
| ||
Total operating expenses |
|
169,049 |
|
206,664 |
| ||
OPERATING INCOME |
|
26,547 |
|
25,278 |
| ||
Equity in loss of unconsolidated entities |
|
(3,498 |
) |
(6,888 |
) | ||
Interest income |
|
6 |
|
36 |
| ||
Other income |
|
1,277 |
|
5,822 |
| ||
Interest expense |
|
(26,586 |
) |
(33,448 |
) | ||
Amortization of loan costs |
|
(1,939 |
) |
(1,932 |
) | ||
Write-off of loan costs and exit fees |
|
(2,028 |
) |
(1,971 |
) | ||
Unrealized gain on marketable securities |
|
1 |
|
2,701 |
| ||
Unrealized loss on derivatives |
|
(347 |
) |
(7,149 |
) | ||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
|
(6,567 |
) |
(17,551 |
) | ||
Income tax expense |
|
(216 |
) |
(604 |
) | ||
LOSS FROM CONTINUING OPERATIONS |
|
(6,783 |
) |
(18,155 |
) | ||
Gain on sale of hotel property, net of tax |
|
3,491 |
|
|
| ||
NET LOSS |
|
(3,292 |
) |
(18,155 |
) | ||
Loss from consolidated entities attributable to noncontrolling interests |
|
27 |
|
707 |
| ||
Net loss attributable to redeemable noncontrolling interests in operating partnership |
|
877 |
|
2,762 |
| ||
NET LOSS ATTRIBUTABLE TO THE COMPANY |
|
(2,388 |
) |
(14,686 |
) | ||
Preferred dividends |
|
(8,490 |
) |
(8,490 |
) | ||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
$ |
(10,878 |
) |
$ |
(23,176 |
) |
|
|
|
|
|
| ||
LOSS PER SHARE BASIC AND DILUTED |
|
|
|
|
| ||
Basic: |
|
|
|
|
| ||
Net loss attributable to common shareholders |
|
$ |
(0.13 |
) |
$ |
(0.34 |
) |
Weighted average common shares outstanding basic |
|
81,690 |
|
67,682 |
| ||
|
|
|
|
|
| ||
Diluted: |
|
|
|
|
| ||
Net loss attributable to common shareholders |
|
$ |
(0.13 |
) |
$ |
(0.34 |
) |
Weighted average common shares outstanding diluted |
|
81,690 |
|
67,682 |
| ||
|
|
|
|
|
| ||
Dividends declared per common share: |
|
$ |
0.12 |
|
$ |
0.12 |
|
|
|
|
|
|
| ||
Amounts attributable to common shareholders: |
|
|
|
|
| ||
Net loss attributable to the Company |
|
$ |
(2,388 |
) |
$ |
(14,686 |
) |
Preferred dividends |
|
(8,490 |
) |
(8,490 |
) | ||
Net loss attributable to common shareholders |
|
$ |
(10,878 |
) |
$ |
(23,176 |
) |
-MORE-
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET LOSS TO EBITDA
(in thousands)
(unaudited)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
| ||
Net loss |
|
$ |
(3,292 |
) |
$ |
(18,155 |
) |
Loss from consolidated entities attributable to noncontrolling interests |
|
27 |
|
707 |
| ||
Net loss attributable to redeemable noncontrolling interests in operating partnership |
|
877 |
|
2,762 |
| ||
Net loss attributable to the Company |
|
(2,388 |
) |
(14,686 |
) | ||
Interest income |
|
(6 |
) |
(36 |
) | ||
Interest expense and amortization of loan costs |
|
28,491 |
|
34,972 |
| ||
Depreciation and amortization |
|
26,191 |
|
31,661 |
| ||
Income tax expense |
|
228 |
|
604 |
| ||
Net loss attributable to redeemable noncontrolling interests in operating partnership |
|
(877 |
) |
(2,762 |
) | ||
Equity in loss of unconsolidated entities |
|
3,498 |
|
6,888 |
| ||
Companys portion of EBITDA of unconsolidated entities (Ashford Prime OP) |
|
2,534 |
|
|
| ||
Companys portion of EBITDA of unconsolidated entities (Highland) |
|
20,575 |
|
17,389 |
| ||
EBITDA |
|
78,246 |
|
74,030 |
| ||
Amortization of unfavorable management contract liabilities |
|
(494 |
) |
(612 |
) | ||
Impairment charges |
|
(101 |
) |
(96 |
) | ||
Gain on sale of hotel property |
|
(3,503 |
) |
|
| ||
Write-off of loan costs and exit fees |
|
2,028 |
|
1,971 |
| ||
Other income (1) |
|
(1,277 |
) |
(5,822 |
) | ||
Unrealized gain on marketable securities |
|
(1 |
) |
(2,701 |
) | ||
Unrealized loss on derivatives |
|
347 |
|
7,149 |
| ||
Equity-based compensation |
|
4,488 |
|
8,342 |
| ||
Companys portion of adjustments to EBITDA of unconsolidated entities (Ashford Prime OP) |
|
314 |
|
|
| ||
Companys portion of adjustments to EBITDA of unconsolidated entities (Highland) |
|
(506 |
) |
19 |
| ||
Adjusted EBITDA |
|
$ |
79,541 |
|
$ |
82,280 |
|
(1) Other income, primarily consisting of income from interest rate derivatives and net realized gain/loss on marketable securities in both periods, is excluded from Adjusted EBITDA.
RECONCILIATION OF NET LOSS TO FUNDS FROM OPERATIONS (FFO)
(in thousands, except per share amounts)
(unaudited)
|
|
Three Months Ended |
| ||||
|
|
March 31, |
| ||||
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
| ||
Net loss |
|
$ |
(3,292 |
) |
$ |
(18,155 |
) |
Loss from consolidated entities attributable to noncontrolling interests |
|
27 |
|
707 |
| ||
Net loss attributable to redeemable noncontrolling interests in operating partnership |
|
877 |
|
2,762 |
| ||
Preferred dividends |
|
(8,490 |
) |
(8,490 |
) | ||
Net loss attributable to common shareholders |
|
(10,878 |
) |
(23,176 |
) | ||
Depreciation and amortization on real estate |
|
26,105 |
|
31,615 |
| ||
Gain on sale of hotel property |
|
(3,503 |
) |
|
| ||
Net loss attributable to redeemable noncontrolling interests in operating partnership |
|
(877 |
) |
(2,762 |
) | ||
Equity in loss of unconsolidated entities |
|
3,498 |
|
6,888 |
| ||
Companys portion of FFO of unconsolidated entities (Ashford Prime OP) |
|
785 |
|
|
| ||
Companys portion of FFO of unconsolidated entities (Highland) |
|
8,851 |
|
5,636 |
| ||
FFO available to common shareholders |
|
23,981 |
|
18,201 |
| ||
Write-off of loan costs and exit fees |
|
2,028 |
|
1,971 |
| ||
Impairment charges |
|
(101 |
) |
(96 |
) | ||
Other income (1) |
|
(1,277 |
) |
393 |
| ||
Unrealized gain on marketable securities |
|
(1 |
) |
(2,701 |
) | ||
Unrealized loss on derivatives |
|
347 |
|
7,149 |
| ||
Equity-based compensation adjustment related to modified employment terms |
|
|
|
4,678 |
| ||
Companys portion of adjustments to FFO of unconsolidated entities (Ashford Prime OP) |
|
321 |
|
|
| ||
Companys portion of adjustments to FFO of unconsolidated entities (Highland) |
|
(506 |
) |
19 |
| ||
Adjusted FFO available to common shareholders |
|
$ |
24,792 |
|
$ |
29,614 |
|
Adjusted FFO per diluted share available to common shareholders |
|
$ |
0.25 |
|
$ |
0.35 |
|
Weighted average diluted shares |
|
101,149 |
|
85,794 |
|
(1) Other income, primarily consisting of net realized gain/loss on marketable securities in both periods, is excluded from Adjusted FFO.
-MORE-
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
ASHFORD TRUST (INCLUDING 71.74% PRO RATA SHARE OF HIGHLAND HOSPITALITY PORTFOLIO)
SUMMARY OF INDEBTEDNESS OF CONTINUING OPERATIONS
MARCH 31, 2014
(dollars in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Proforma |
|
Proforma |
| ||||
|
|
|
|
|
|
Fixed-Rate |
|
Floating-Rate |
|
Total |
|
TTM Hotel |
|
TTM EBITDA |
| ||||
Indebtedness |
|
Maturity |
|
Interest Rate |
|
Debt |
|
Debt |
|
Debt |
|
EBITDA |
|
Debt Yield |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
JPM Floater - 9 hotels |
|
May 2014 |
|
LIBOR + 6.50% |
|
$ |
|
|
$ |
135,000 |
(2) |
$ |
135,000 |
|
$ |
18,082 |
|
13.4 |
% |
GEMSA Manchester - 1 hotel |
|
May 2014 |
|
8.32% |
|
5,036 |
|
|
|
5,036 |
|
808 |
|
16.0 |
% | ||||
Senior credit facility - Various |
|
September 2014 |
|
LIBOR + 2.75% to 3.5% |
|
|
|
|
(5) |
|
|
N/A |
|
N/A |
| ||||
Goldman Sachs - 5 hotels |
|
November 2014 |
|
Greater of 6.40% or LIBOR + 6.15% |
|
|
|
211,000 |
(3) |
211,000 |
|
25,243 |
|
12.0 |
% | ||||
UBS 1 - 8 hotels |
|
December 2014 |
|
5.75% |
|
101,724 |
|
|
|
101,724 |
|
12,494 |
|
12.3 |
% | ||||
Wells Senior - 25 hotels |
|
March 2015 |
|
LIBOR + 3.00% |
|
|
|
380,222 |
(4) |
380,222 |
|
67,388 |
|
17.7 |
% | ||||
Mezz 1 - 28 hotels |
|
March 2015 |
|
Greater of 7.00% or LIBOR + 6.00% |
|
|
|
93,428 |
(4) |
93,428 |
|
90,332 |
|
14.4 |
% | ||||
Mezz 2 - 28 hotels |
|
March 2015 |
|
Greater of 8.00% or LIBOR + 7.00% |
|
|
|
88,941 |
(4) |
88,941 |
|
90,332 |
|
12.6 |
% | ||||
Mezz 3 - 28 hotels |
|
March 2015 |
|
Greater of 10.50% or LIBOR + 9.50% |
|
|
|
76,235 |
(4) |
76,235 |
|
90,332 |
|
11.4 |
% | ||||
Mezz 4 - 28 hotels |
|
March 2015 |
|
LIBOR + 2.00% |
|
|
|
13,218 |
(4) |
13,218 |
|
90,332 |
|
11.2 |
% | ||||
Merrill 1 - 10 hotels |
|
July 2015 |
|
5.22% |
|
148,346 |
|
|
|
148,346 |
|
22,181 |
|
15.0 |
% | ||||
UBS 2 - 8 hotels |
|
December 2015 |
|
5.70% |
|
94,360 |
|
|
|
94,360 |
|
12,475 |
|
13.2 |
% | ||||
Merrill 2 - 5 hotels |
|
February 2016 |
|
5.53% |
|
107,288 |
|
|
|
107,288 |
|
16,742 |
|
15.6 |
% | ||||
Merrill 3 - 5 hotels |
|
February 2016 |
|
5.53% |
|
88,974 |
|
|
|
88,974 |
|
16,711 |
|
18.8 |
% | ||||
Merrill 7 - 5 hotels |
|
February 2016 |
|
5.53% |
|
77,072 |
|
|
|
77,072 |
|
12,808 |
|
16.6 |
% | ||||
Morgan Stanley MIP - 5 hotels |
|
February 2016 |
|
LIBOR + 4.75% |
|
|
|
200,000 |
(1) |
200,000 |
|
19,037 |
|
9.5 |
% | ||||
Wachovia 1 - 5 hotels |
|
April 2017 |
|
5.95% |
|
112,960 |
|
|
|
112,960 |
|
13,281 |
|
11.8 |
% | ||||
Wachovia 5 - 5 hotels |
|
April 2017 |
|
5.95% |
|
101,533 |
|
|
|
101,533 |
|
11,188 |
|
11.0 |
% | ||||
Wachovia 6 - 5 hotels |
|
April 2017 |
|
5.95% |
|
154,494 |
|
|
|
154,494 |
|
16,407 |
|
10.6 |
% | ||||
Wachovia 2 - 7 hotels |
|
April 2017 |
|
5.95% |
|
123,578 |
|
|
|
123,578 |
|
12,940 |
|
10.5 |
% | ||||
Morgan Stanley Boston Back Bay - 1 hotel |
|
January 2018 |
|
4.38% |
|
72,503 |
|
|
|
72,503 |
|
9,583 |
|
13.2 |
% | ||||
Morgan Stanley Princeton/Nashville - 2 hotels |
|
January 2018 |
|
4.44% |
|
79,278 |
|
|
|
79,278 |
|
13,362 |
|
16.9 |
% | ||||
GACC Gateway - 1 hotel |
|
November 2020 |
|
6.26% |
|
100,910 |
|
|
|
100,910 |
|
15,013 |
|
14.9 |
% | ||||
GACC Jacksonville RI - 1 hotel |
|
January 2024 |
|
5.49% |
|
10,775 |
|
|
|
10,775 |
|
1,314 |
|
12.2 |
% | ||||
GACC Manchester RI - 1 hotel |
|
January 2024 |
|
5.49% |
|
7,383 |
|
|
|
7,383 |
|
974 |
|
13.2 |
% | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
|
|
|
|
$ |
1,386,214 |
|
$ |
1,198,044 |
|
$ |
2,584,258 |
|
$ |
318,031 |
|
12.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Percentage |
|
|
|
|
|
53.6 |
% |
46.4 |
% |
100.0 |
% |
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted average interest rate |
|
|
|
|
|
5.61 |
% |
5.53 |
% |
5.58 |
% |
|
|
|
|
All indebtedness is non-recourse with the exception of the senior credit facility.
(1) This mortgage loan has three one-year extension options beginning February 2016, subject to satisfaction of certain conditions.
(2) This mortgage loan has three one-year extension options beginning May 2014, subject to satisfaction of certain conditions.
(3) This mortgage loan has three one-year extension options beginning November 2014, subject to satisfaction of certain conditions.
(4) Each of these mortgage loans has a one-year extension option beginning March 2015.
(5) This credit facility has a one-year extension option subject to advance notice and a 0.25% extension fee beginning September 2014.
-MORE-
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
ASHFORD TRUST (INCLUDING 71.74% PRO RATA SHARE OF HIGHLAND HOSPITALITY PORTFOLIO)
INDEBTEDNESS BY MATURITY ASSUMING EXTENSION OPTIONS ARE EXERCISED
MARCH 31, 2014
(in thousands)
(unaudited)
|
|
2014 |
|
2015 |
|
2016 |
|
2017 |
|
2018 |
|
Thereafter |
|
Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
GEMSA Manchester - 1 hotel |
|
$ |
5,004 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
5,004 |
|
Senior credit facility - Various |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
UBS 1 - 8 hotels |
|
100,119 |
|
|
|
|
|
|
|
|
|
|
|
100,119 |
| |||||||
Merrill 1 - 10 hotels |
|
|
|
142,922 |
|
|
|
|
|
|
|
|
|
142,922 |
| |||||||
UBS 2 - 8 hotels |
|
|
|
90,680 |
|
|
|
|
|
|
|
|
|
90,680 |
| |||||||
Merrill 2 - 5 hotels |
|
|
|
|
|
101,740 |
|
|
|
|
|
|
|
101,740 |
| |||||||
Merrill 3 - 5 hotels |
|
|
|
|
|
84,374 |
|
|
|
|
|
|
|
84,374 |
| |||||||
Merrill 7 - 5 hotels |
|
|
|
|
|
73,086 |
|
|
|
|
|
|
|
73,086 |
| |||||||
Wells Senior - 25 hotels |
|
|
|
|
|
380,222 |
|
|
|
|
|
|
|
380,222 |
| |||||||
Mezz 1 - 28 hotels |
|
|
|
|
|
93,428 |
|
|
|
|
|
|
|
93,428 |
| |||||||
Mezz 2 - 28 hotels |
|
|
|
|
|
88,941 |
|
|
|
|
|
|
|
88,941 |
| |||||||
Mezz 3 - 28 hotels |
|
|
|
|
|
76,235 |
|
|
|
|
|
|
|
76,235 |
| |||||||
Mezz 4 - 28 hotels |
|
|
|
|
|
13,218 |
|
|
|
|
|
|
|
13,218 |
| |||||||
JPM Floater - 9 hotels |
|
|
|
|
|
|
|
135,000 |
|
|
|
|
|
135,000 |
| |||||||
Wachovia 1 - 5 hotels |
|
|
|
|
|
|
|
107,351 |
|
|
|
|
|
107,351 |
| |||||||
Wachovia 5 - 5 hotels |
|
|
|
|
|
|
|
96,491 |
|
|
|
|
|
96,491 |
| |||||||
Wachovia 6 - 5 hotels |
|
|
|
|
|
|
|
146,823 |
|
|
|
|
|
146,823 |
| |||||||
Wachovia 2 - 7 hotels |
|
|
|
|
|
|
|
117,441 |
|
|
|
|
|
117,441 |
| |||||||
Goldman Sachs - 5 hotels |
|
|
|
|
|
|
|
211,000 |
|
|
|
|
|
211,000 |
| |||||||
Morgan Stanley Boston Back Bay - 1 hotel |
|
|
|
|
|
|
|
|
|
67,358 |
|
|
|
67,358 |
| |||||||
Morgan Stanley Princeton/Nashville - 2 hotels |
|
|
|
|
|
|
|
|
|
73,703 |
|
|
|
73,703 |
| |||||||
GACC Gateway - 1 hotel |
|
|
|
|
|
|
|
|
|
|
|
89,886 |
|
89,886 |
| |||||||
GACC Jacksonville RI - 1 hotel |
|
|
|
|
|
|
|
|
|
|
|
9,036 |
|
9,036 |
| |||||||
GACC Manchester RI - 1 hotel |
|
|
|
|
|
|
|
|
|
|
|
6,191 |
|
6,191 |
| |||||||
Morgan Stanley MIP - 5 hotels |
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
200,000 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Principal due in future periods |
|
$ |
105,123 |
|
$ |
233,602 |
|
$ |
911,243 |
|
$ |
814,106 |
|
$ |
141,060 |
|
$ |
305,113 |
|
$ |
2,510,248 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Scheduled amortization payments remaining |
|
18,708 |
|
22,851 |
|
14,094 |
|
11,046 |
|
2,063 |
|
5,249 |
|
74,010 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Total indebtedness of continuing operations |
|
$ |
123,831 |
|
$ |
256,453 |
|
$ |
925,337 |
|
$ |
825,152 |
|
$ |
143,123 |
|
$ |
310,362 |
|
$ |
2,584,258 |
|
NOTE: These maturities assume no event of default would occur.
-MORE-
ASHFORD TRUST (INCLUDING 71.74% PRO RATA SHARE OF HIGHLAND HOSPITALITY PORTFOLIO)
KEY PERFORMANCE INDICATORS - PRO FORMA
(dollars in thousands)
(unaudited)
|
|
Three Months Ended |
| ||||||
|
|
March 31, |
| ||||||
|
|
2014 |
|
2013 |
|
% Variance |
| ||
|
|
|
|
|
|
|
| ||
ALL HOTELS INCLUDED IN ASHFORD TRUST CONTINUING OPERATIONS: |
|
|
|
|
|
|
| ||
Room revenues (in thousands) |
|
$ |
207,410 |
|
$ |
195,383 |
|
6.16 |
% |
RevPAR |
|
$ |
101.55 |
|
$ |
94.47 |
|
7.49 |
% |
Occupancy |
|
73.48 |
% |
70.66 |
% |
3.99 |
% | ||
ADR |
|
$ |
138.20 |
|
$ |
133.71 |
|
3.36 |
% |
NOTES:
(1) The above pro forma table assumes the 114 hotel properties owned and included in continuing operations at March 31, 2014 were owned as of the beginning of each of the periods presented.
ALL HOTELS NOT UNDER RENOVATION INCLUDED IN ASHFORD TRUST CONTINUING OPERATIONS: |
|
|
|
|
|
|
| ||
Room revenues (in thousands) |
|
$ |
168,876 |
|
$ |
157,623 |
|
7.14 |
% |
RevPAR |
|
$ |
101.57 |
|
$ |
93.58 |
|
8.54 |
% |
Occupancy |
|
74.20 |
% |
70.39 |
% |
5.41 |
% | ||
ADR |
|
$ |
136.90 |
|
$ |
132.95 |
|
2.97 |
% |
NOTES:
(1) The above pro forma table assumes the 95 hotel properties owned and included in continuing operations at March 31, 2014, but not under renovation for three months ended March 31, 2014 were owned as of the beginning of each of the periods presented.
(2) Excluded Hotels Under Renovation:
Courtyard Boston Downtown, Hilton Costa Mesa, Marriott Sugarland, Hampton Inn Terre Haute, Hyatt Regency Wind Watch, Renaissance Nashville, Silversmith, Crown Plaza Key West, Embassy Suites Portland Downtown, Residence Inn San Diego Sorrento Mesa, Residence Inn Hartford, Sheraton Indianapolis, Residence Inn Newark, Courtyard Overland Park, Crowne Plaza Ravinia, Embassy Suites Crystal City, Residence Inn Evansville, Residence Inn Plano, Courtyard Bloomington
(3) On January 1, 2013, Marriott converted from a fiscal year with 12 weeks of operations in each of the first three quarters of the year and 16 weeks in the fourth quarter of the year, to calendar quarters. The above proforma tables reflects an extra 3 days in Marriott-managed properties for Q1 2013.
-MORE-
ASHFORD HOSPITALITY TRUST, INC.
PRO FORMA HOTEL OPERATING PROFIT MARGIN
(unaudited)
THE FOLLOWING PRO FORMA EBITDA MARGIN TABLE REFLECTS THE 86 HOTELS INCLUDED IN THE COMPANYS CONTINUING OPERATIONS AND THE COMPANYS 71.74% SHARE OF THE 28 HOTELS INCLUDED IN THE HIGHLAND HOSPITALITY PORTFOLIO (PIM HIGHLAND HOLDING LLC), AS IF THESE HOTELS WERE OWNED AT THE BEGINNING OF THE FIRST COMPARATIVE REPORTING PERIOD.
|
|
114 Trust |
|
|
|
Properties |
|
HOTEL OPERATING PROFIT (HOTEL EBITDA) MARGIN: |
|
|
|
|
|
|
|
1st Quarter 2014 |
|
31.29 |
% |
1st Quarter 2013 |
|
30.02 |
% |
Variance |
|
1.27 |
% |
|
|
|
|
HOTEL OPERATING PROFIT (HOTEL EBITDA) MARGIN VARIANCE BREAKDOWN: |
|
|
|
|
|
|
|
Rooms |
|
0.37 |
% |
Food & Beverage and Other Departmental |
|
0.52 |
% |
Administrative & General |
|
0.37 |
% |
Sales & Marketing |
|
0.45 |
% |
Hospitality |
|
-0.11 |
% |
Repair & Maintenance |
|
-0.04 |
% |
Energy |
|
-0.18 |
% |
Franchise Fee |
|
-0.55 |
% |
Management Fee |
|
0.16 |
% |
Incentive Management Fee |
|
-0.19 |
% |
Insurance |
|
0.11 |
% |
Property Taxes |
|
0.07 |
% |
Other Taxes |
|
0.01 |
% |
Leases/Other |
|
0.28 |
% |
Total |
|
1.27 |
% |
NOTE:
On January 1, 2013, Marriott converted from a fiscal year with 12 weeks of operations in each of the first three quarters of the year and 16 weeks in the fourth quarter of the year, to calendar quarters. The above proforma tables reflects an extra 3 days in Marriott-managed properties for Q1 2013.
-MORE-
ASHFORD TRUST (INCLUDING 71.74% PRO RATA SHARE OF HIGHLAND HOSPITALITY PORTFOLIO)
PRO FORMA HOTEL OPERATING PROFIT
(dollars in thousands)
(unaudited)
ALL HOTELS INCLUDED IN ASHFORD TRUST CONTINUING OPERATIONS:
|
|
Three Months Ended |
| ||||||
|
|
2014 |
|
2013 |
|
% Variance |
| ||
REVENUE |
|
|
|
|
|
|
| ||
Rooms |
|
$ |
207,410 |
|
$ |
195,383 |
|
6.2 |
% |
Food and beverage |
|
48,429 |
|
45,511 |
|
6.4 |
% | ||
Other |
|
8,486 |
|
8,624 |
|
-1.6 |
% | ||
Total hotel revenue |
|
264,325 |
|
249,518 |
|
5.9 |
% | ||
|
|
|
|
|
|
|
| ||
EXPENSES |
|
|
|
|
|
|
| ||
Rooms |
|
46,505 |
|
44,558 |
|
4.4 |
% | ||
Food and beverage |
|
31,842 |
|
31,007 |
|
2.7 |
% | ||
Other direct |
|
4,651 |
|
4,735 |
|
-1.8 |
% | ||
Indirect |
|
74,302 |
|
70,901 |
|
4.8 |
% | ||
Management fees, includes base and incentive fees |
|
11,064 |
|
10,376 |
|
6.6 |
% | ||
Total hotel operating expenses |
|
168,364 |
|
161,577 |
|
4.2 |
% | ||
Property taxes, insurance, and other |
|
13,258 |
|
13,025 |
|
1.8 |
% | ||
HOTEL OPERATING PROFIT (Hotel EBITDA) |
|
82,703 |
|
74,916 |
|
10.4 |
% | ||
Hotel EBITDA Margin |
|
31.29 |
% |
30.02 |
% |
1.27 |
% | ||
|
|
|
|
|
|
|
| ||
Minority interest in earnings of consolidated joint ventures |
|
39 |
|
37 |
|
5.4 |
% | ||
HOTEL OPERATING PROFIT (Hotel EBITDA), excluding minority interest in joint ventures |
|
$ |
82,664 |
|
$ |
74,879 |
|
10.4 |
% |
NOTES:
(1) The above pro forma table assumes the 114 hotel properties owned and included in continuing operations at March 31, 2014 were owned as of the beginning of each of the periods presented.
(2) On January 1, 2013, Marriott converted from a fiscal year with 12 weeks of operations in each of the first three quarters of the year and 16 weeks in the fourth quarter of the year, to calendar quarters. The above proforma tables reflects an extra 3 days in Marriott-managed properties for Q1 2013.
ALL HOTELS NOT UNDER RENOVATION INCLUDED IN CONTINUING OPERATIONS:
|
|
Three Months Ended |
| ||||||
|
|
2014 |
|
2013 |
|
% Variance |
| ||
REVENUE |
|
|
|
|
|
|
| ||
Rooms |
|
$ |
168,876 |
|
$ |
157,623 |
|
7.1 |
% |
Food and beverage |
|
37,201 |
|
34,695 |
|
7.2 |
% | ||
Other |
|
6,635 |
|
6,484 |
|
2.3 |
% | ||
Total hotel revenue |
|
212,712 |
|
198,802 |
|
7.0 |
% | ||
|
|
|
|
|
|
|
| ||
EXPENSES |
|
|
|
|
|
|
| ||
Rooms |
|
37,788 |
|
36,082 |
|
4.7 |
% | ||
Food and beverage |
|
24,455 |
|
23,666 |
|
3.3 |
% | ||
Other direct |
|
3,508 |
|
3,549 |
|
-1.2 |
% | ||
Indirect |
|
58,655 |
|
56,092 |
|
4.6 |
% | ||
Management fees, includes base and incentive fees |
|
9,188 |
|
8,462 |
|
8.6 |
% | ||
Total hotel operating expenses |
|
133,594 |
|
127,851 |
|
4.5 |
% | ||
Property taxes, insurance, and other |
|
10,387 |
|
10,292 |
|
0.9 |
% | ||
HOTEL OPERATING PROFIT (Hotel EBITDA) |
|
68,731 |
|
60,659 |
|
13.3 |
% | ||
Hotel EBITDA Margin |
|
32.31 |
% |
30.51 |
% |
1.80 |
% | ||
|
|
|
|
|
|
|
| ||
Minority interest in earnings of consolidated joint ventures |
|
22 |
|
16 |
|
37.5 |
% | ||
HOTEL OPERATING PROFIT (Hotel EBITDA), excluding minority interest in joint ventures |
|
$ |
68,709 |
|
$ |
60,643 |
|
13.3 |
% |
NOTES:
(1) The above pro forma table assumes the 95 hotel properties owned and included in continuing operations at March 31, 2014 but not under renovation for three months ended March 31, 2014, were owned as of the beginning of each of the periods presented.
(2) Excluded Hotels Under Renovation:
Courtyard Boston Downtown, Hilton Costa Mesa, Marriott Sugarland, Hampton Inn Terre Haute, Hyatt Regency Wind Watch, Renaissance Nashville, Silversmith, Crown Plaza Key West, Embassy Suites Portland Downtown, Residence Inn San Diego Sorrento Mesa, Residence Inn Hartford, Sheraton Indianapolis, Residence Inn Newark, Courtyard Overland Park, Crowne Plaza Ravinia, Embassy Suites Crystal City, Residence Inn Evansville, Residence Inn Plano, Courtyard Bloomington
(3) On January 1, 2013, Marriott converted from a fiscal year with 12 weeks of operations in each of the first three quarters of the year and 16 weeks in the fourth quarter of the year, to calendar quarters. The above proforma tables reflects an extra 3 days in Marriott-managed properties for Q1 2013.
-MORE-
HIGHLAND HOSPITALITY PORTFOLIO
(PIM Highland Holding LLC)
PRO FORMA HOTEL OPERATING PROFIT
(dollars in thousands)
(unaudited)
71.74% PRO-RATA SHARE OF ALL HOTELS INCLUDED IN HIGHLAND HOSPITALITY PORTFOLIO CONTINUING OPERATIONS:
|
|
Three Months Ended |
| ||||||
|
|
2014 |
|
2013 |
|
% Variance |
| ||
REVENUE |
|
|
|
|
|
|
| ||
Rooms |
|
$ |
54,628 |
|
$ |
51,760 |
|
5.5 |
% |
Food and beverage |
|
20,818 |
|
18,979 |
|
9.7 |
% | ||
Other |
|
2,500 |
|
2,581 |
|
-3.1 |
% | ||
Total hotel revenue |
|
77,946 |
|
73,320 |
|
6.3 |
% | ||
|
|
|
|
|
|
|
| ||
EXPENSES |
|
|
|
|
|
|
| ||
Rooms |
|
12,395 |
|
12,307 |
|
0.7 |
% | ||
Food and beverage |
|
12,975 |
|
12,584 |
|
3.1 |
% | ||
Other direct |
|
1,125 |
|
1,201 |
|
-6.3 |
% | ||
Indirect |
|
22,940 |
|
21,737 |
|
5.5 |
% | ||
Management fees, includes base and incentive fees |
|
2,898 |
|
2,576 |
|
12.5 |
% | ||
Total hotel operating expenses |
|
52,333 |
|
50,405 |
|
3.8 |
% | ||
Property taxes, insurance, and other |
|
4,082 |
|
3,999 |
|
2.1 |
% | ||
HOTEL OPERATING PROFIT (Hotel EBITDA) |
|
$ |
21,531 |
|
$ |
18,916 |
|
13.8 |
% |
Hotel EBITDA Margin |
|
27.62 |
% |
25.80 |
% |
1.82 |
% |
NOTES:
(1) The above pro forma table assumes the 28 hotel properties owned and included in continuing operations at March 31, 2014 were owned as of the beginning of each of the periods presented.
(2) On January 1, 2013, Marriott converted from a fiscal year with 12 weeks of operations in each of the first three quarters of the year and 16 weeks in the fourth quarter of the year, to calendar quarters. The above proforma tables reflects an extra 3 days in Marriott-managed properties for Q1 2013.
(3) These 28 properties are also included in the pro forma hotel operating profit of Ashford Trust.
-MORE-
ASHFORD HOSPITALITY TRUST, INC.
PRO FORMA HOTEL REVENUE & EBITDA FOR TRAILING TWELVE MONTHS
(dollars in thousands)
(unaudited)
THE FOLLOWING PRO FORMA SEASONALITY TABLE REFLECTS THE 86 HOTELS INCLUDED IN THE COMPANYS CONTINUING OPERATIONS AND THE COMPANYS 71.74% SHARE OF THE 28 HOTELS INCLUDED IN HIGHLAND HOSPITALITY PORTFOLIO (PIM HIGHLAND HOLDING LLC) AS IF THESE HOTELS WERE OWNED AT THE BEGINNING OF THE FIRST COMPARATIVE REPORTING PERIOD.
|
|
2014 |
|
2013 |
|
2013 |
|
2013 |
|
|
| |||||
|
|
1st Quarter |
|
4th Quarter |
|
3rd Quarter |
|
2nd Quarter |
|
TTM |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Ashford Trust |
|
|
|
|
|
|
|
|
|
|
| |||||
Total Hotel Revenue |
|
$ |
264,325 |
|
$ |
238,992 |
|
$ |
250,177 |
|
$ |
275,921 |
|
$ |
1,029,415 |
|
Hotel EBITDA |
|
$ |
82,703 |
|
$ |
67,125 |
|
$ |
74,463 |
|
$ |
93,740 |
|
$ |
318,031 |
|
Hotel EBITDA Margin |
|
31.29 |
% |
28.09 |
% |
29.76 |
% |
33.97 |
% |
30.89 |
% | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
EBITDA % of Total TTM |
|
26.0 |
% |
21.1 |
% |
23.4 |
% |
29.5 |
% |
100.0 |
% | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
JV Interests in EBITDA |
|
$ |
39 |
|
$ |
73 |
|
$ |
80 |
|
$ |
75 |
|
$ |
267 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
71.74% of PIM Highland Holding LLC Portfolio (included in Ashford Trust above) |
|
|
|
|
|
|
|
|
|
|
| |||||
Total Hotel Revenue |
|
$ |
77,946 |
|
$ |
73,095 |
|
$ |
74,709 |
|
$ |
84,763 |
|
$ |
310,513 |
|
Hotel EBITDA |
|
$ |
21,531 |
|
$ |
19,571 |
|
$ |
20,953 |
|
$ |
28,277 |
|
$ |
90,332 |
|
Hotel EBITDA Margin |
|
27.62 |
% |
26.77 |
% |
28.05 |
% |
33.36 |
% |
29.09 |
% | |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
EBITDA % of Total TTM |
|
23.8 |
% |
21.7 |
% |
23.2 |
% |
31.3 |
% |
100.0 |
% |
NOTE:
On January 1, 2013, Marriott converted from a fiscal year with 12 weeks of operations in each of the first three quarters of the year and 16 weeks in the fourth quarter of the year, to calendar quarters. The above proforma tables reflects an extra 3 days in Marriott-managed properties for Q1 2013.
-MORE-
ASHFORD HOSPITALITY TRUST, INC.
INCLUDING 71.74% PRO RATA SHARE OF HIGHLAND HOSPITALITY PORTFOLIO (PIM HIGHLAND HOLDING LLC)
PRO FORMA HOTEL REVPAR BY MARKET
(unaudited)
|
|
|
|
|
|
Three Months Ended |
| ||||||
|
|
Number of |
|
Number of |
|
March 31, |
| ||||||
Region |
|
Hotels |
|
Rooms |
|
2014 |
|
2013 |
|
% Change |
| ||
|
|
|
|
|
|
|
|
|
|
|
| ||
Atlanta, GA Area |
|
9 |
|
1,428 |
|
$ |
93.35 |
|
$ |
84.98 |
|
9.8 |
% |
Boston, MA Area |
|
2 |
|
506 |
|
$ |
103.16 |
|
$ |
108.72 |
|
-5.1 |
% |
Dallas / Ft. Worth Area |
|
6 |
|
1,340 |
|
$ |
103.57 |
|
$ |
91.56 |
|
13.1 |
% |
Houston, TX Area |
|
3 |
|
607 |
|
$ |
110.84 |
|
$ |
104.97 |
|
5.6 |
% |
Los Angeles, CA Metro Area |
|
8 |
|
1,783 |
|
$ |
113.01 |
|
$ |
97.23 |
|
16.2 |
% |
Miami, FL Metro Area |
|
3 |
|
584 |
|
$ |
160.89 |
|
$ |
152.38 |
|
5.6 |
% |
Minneapolis - St. Paul, MN-WI Area |
|
2 |
|
520 |
|
$ |
87.07 |
|
$ |
80.96 |
|
7.5 |
% |
New York / New Jersey Metro Area |
|
7 |
|
1,559 |
|
$ |
97.39 |
|
$ |
95.87 |
|
1.6 |
% |
Orlando, FL Area |
|
6 |
|
1,834 |
|
$ |
97.50 |
|
$ |
93.40 |
|
4.4 |
% |
Philadelphia, PA Area |
|
3 |
|
648 |
|
$ |
80.94 |
|
$ |
73.24 |
|
10.5 |
% |
San Diego, CA Area |
|
2 |
|
410 |
|
$ |
93.59 |
|
$ |
86.86 |
|
7.7 |
% |
San Francisco - Oakland, CA Metro Area |
|
5 |
|
1,011 |
|
$ |
114.15 |
|
$ |
100.58 |
|
13.5 |
% |
Tampa, FL Area |
|
3 |
|
582 |
|
$ |
122.62 |
|
$ |
117.62 |
|
4.3 |
% |
Washington DC - MD - VA Area |
|
10 |
|
2,290 |
|
$ |
106.95 |
|
$ |
105.90 |
|
1.0 |
% |
Other Areas |
|
45 |
|
7,592 |
|
$ |
94.72 |
|
$ |
86.92 |
|
9.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Portfolio |
|
114 |
|
22,694 |
|
$ |
101.55 |
|
$ |
94.47 |
|
7.5 |
% |
NOTES:
(1) The above pro forma table presents the 86 hotel properties included in Companys continuing operations and the 28 hotel properties included in Highland Hospitality Portfolio (PIM Highland Holding LLC) as if these hotels were owned as of the beginning of each of the periods presented.
ASHFORD HOSPITALITY TRUST, INC.
INCLUDING 71.74% PRO RATA SHARE OF HIGHLAND HOSPITALITY PORTFOLIO (PIM HIGHLAND HOLDING LLC)
PRO FORMA HOTEL OPERATING PROFIT (HOTEL EBITDA) BY MARKET
(Unaudited)
|
|
|
|
|
|
Three Months Ended |
| ||||||||||
|
|
|
|
|
|
March 31, |
| ||||||||||
Region |
|
Number of |
|
Number of |
|
2014 |
|
% of |
|
2013 |
|
% of |
|
% Change |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Atlanta, GA Area |
|
9 |
|
1,428 |
|
$ |
4,748 |
|
5.7 |
% |
$ |
3,670 |
|
4.9 |
% |
29.4 |
% |
Boston, MA Area |
|
2 |
|
506 |
|
947 |
|
1.1 |
% |
1,310 |
|
1.7 |
% |
-27.7 |
% | ||
Dallas / Ft. Worth Area |
|
6 |
|
1,340 |
|
5,443 |
|
6.6 |
% |
4,829 |
|
6.4 |
% |
12.7 |
% | ||
Houston, TX Area |
|
3 |
|
607 |
|
2,924 |
|
3.5 |
% |
2,600 |
|
3.5 |
% |
12.5 |
% | ||
Los Angeles, CA Metro Area |
|
8 |
|
1,783 |
|
8,201 |
|
9.9 |
% |
6,589 |
|
8.8 |
% |
24.5 |
% | ||
Miami, FL Metro Area |
|
3 |
|
584 |
|
4,390 |
|
5.3 |
% |
4,173 |
|
5.6 |
% |
5.2 |
% | ||
Minneapolis - St. Paul, MN-WI Area |
|
2 |
|
520 |
|
1,612 |
|
1.9 |
% |
1,379 |
|
1.8 |
% |
16.9 |
% | ||
New York / New Jersey Metro Area |
|
7 |
|
1,559 |
|
5,658 |
|
6.8 |
% |
5,576 |
|
7.4 |
% |
1.5 |
% | ||
Orlando, FL Area |
|
6 |
|
1,834 |
|
6,259 |
|
7.6 |
% |
6,108 |
|
8.2 |
% |
2.5 |
% | ||
Philadelphia, PA Area |
|
3 |
|
648 |
|
1,193 |
|
1.4 |
% |
1,016 |
|
1.4 |
% |
17.4 |
% | ||
San Diego, CA Area |
|
2 |
|
410 |
|
1,150 |
|
1.4 |
% |
1,113 |
|
1.5 |
% |
3.3 |
% | ||
San Francisco - Oakland, CA Metro Area |
|
5 |
|
1,011 |
|
4,371 |
|
5.3 |
% |
3,620 |
|
4.8 |
% |
20.7 |
% | ||
Tampa, FL Area |
|
3 |
|
582 |
|
3,107 |
|
3.8 |
% |
3,050 |
|
4.1 |
% |
1.9 |
% | ||
Washington DC - MD - VA Area |
|
10 |
|
2,290 |
|
8,302 |
|
10.0 |
% |
8,280 |
|
11.1 |
% |
0.3 |
% | ||
Other Areas |
|
45 |
|
7,592 |
|
24,398 |
|
29.5 |
% |
21,603 |
|
28.8 |
% |
12.9 |
% | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Total Portfolio |
|
114 |
|
22,694 |
|
$ |
82,703 |
|
100.0 |
% |
$ |
74,916 |
|
100.0 |
% |
10.4 |
% |
NOTES:
(1) The above pro forma table presents the 86 hotel properties included in Companys continuing operations and the 28 hotel properties included in Highland Hospitality Portfolio (PIM Highland Holding LLC) as if these hotels were owned as of the beginning of each of the periods presented.
(2) The above pro forma table includes hotel operating profit for 100% of the 86 hotel properties included in the Companys continuing operations and the Companys 71.74% share of the 28 hotels included in Highland Hospitality Portfolio (PIM Highland Holding LLC) as if these hotels were owned as of the beginning of the periods presented.
(3) On January 1, 2013, Marriott converted from a fiscal year with 12 weeks of operations in each of the first three quarters of the year and 16 weeks in the fourth quarter of the year, to calendar quarters. The above proforma tables reflects an extra 3 days in Marriott-managed properties for Q1 2013.
-MORE-
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
TOTAL ENTERPRISE VALUE
MARCH 31, 2014
(in thousands except share price)
(unaudited)
|
|
March 31, |
| |
|
|
2014 |
| |
End of quarter diluted shares outstanding |
|
82,463 |
| |
Partnership units outstanding (common share equivalents) |
|
19,912 |
| |
Combined diluted shares and partnership units outstanding |
|
102,375 |
| |
Common stock price at quarter end |
|
$ |
11.27 |
|
Market capitalization at quarter end |
|
$ |
1,153,765 |
|
Series A preferred stock |
|
$ |
41,430 |
|
Series D preferred stock |
|
$ |
236,718 |
|
Series E preferred stock |
|
$ |
115,750 |
|
Debt on balance sheet date* |
|
$ |
2,582,395 |
|
Net working capital (see below)* |
|
$ |
(394,765 |
) |
Total enterprise value (TEV)* |
|
$ |
3,735,293 |
|
|
|
|
| |
Ashford Prime Investment: |
|
|
| |
Partnership units owned at end of quarter |
|
4,978 |
| |
Common stock price at quarter end |
|
$ |
15.12 |
|
Market value of Ashford Prime investment |
|
$ |
75,267 |
|
|
|
|
| |
Cash & cash equivalents* |
|
$ |
171,693 |
|
Marketable securities, net |
|
27,150 |
| |
Restricted cash* |
|
123,445 |
| |
Accounts receivable, net* |
|
47,086 |
| |
Prepaid expenses* |
|
18,749 |
| |
Due from affiliates, net* |
|
3,453 |
| |
Due from 3rd party hotel managers, net* |
|
49,221 |
| |
Market value of Ashford Prime investment |
|
75,267 |
| |
Total current assets |
|
$ |
516,064 |
|
|
|
|
| |
Accounts payable, net & accrued expenses* |
|
$ |
100,408 |
|
Dividends payable |
|
20,891 |
| |
Total current liabilities |
|
$ |
121,299 |
|
|
|
|
| |
Net working capital* |
|
$ |
394,765 |
|
* Includes the Companys pro rata share of all joint ventures
-MORE-
Ashford Hospitality Trust, Inc.
Anticipated Capital Expenditures Calendar (a)
|
|
|
|
2014 | ||||||
|
|
|
|
1st Quarter |
|
2nd Quarter |
|
3rd Quarter |
|
4th Quarter |
|
|
Rooms |
|
Actual |
|
Estimated |
|
Estimated |
|
Estimated |
Embassy Suites East Syracuse |
|
215 |
|
|
|
|
|
x |
|
|
Hyatt Regency Savannah |
|
351 |
|
|
|
|
|
|
|
x |
Courtyard Boston Downtown |
|
315 |
|
x |
|
x |
|
|
|
x |
Hilton Costa Mesa |
|
486 |
|
x |
|
|
|
|
|
|
Marriott Sugarland |
|
300 |
|
x |
|
|
|
|
|
|
Hampton Inn Terre Haute |
|
112 |
|
x |
|
x |
|
|
|
|
Hyatt Regency Wind Watch |
|
358 |
|
x |
|
|
|
|
|
|
Embassy Suites Palm Beach Gardens |
|
160 |
|
|
|
|
|
x |
|
|
Hyatt Coral Gables |
|
250 |
|
|
|
|
|
x |
|
|
Hilton Parsippany |
|
354 |
|
|
|
|
|
|
|
x |
Renaissance Nashville |
|
673 |
|
x |
|
|
|
|
|
|
Silversmith |
|
143 |
|
x |
|
|
|
|
|
|
Crowne Plaza Key West |
|
160 |
|
x |
|
x |
|
x |
|
|
Crowne Plaza Ravinia |
|
495 |
|
x |
|
x |
|
|
|
x |
Embassy Suites Portland Downtown |
|
276 |
|
x |
|
|
|
|
|
|
Residence Inn San Diego Sorrento Mesa |
|
150 |
|
x |
|
|
|
|
|
|
Residence Inn Hartford Manchester |
|
96 |
|
x |
|
|
|
|
|
|
Sheraton Indianapolis |
|
378 |
|
x |
|
x |
|
|
|
|
Residence Inn Newark |
|
168 |
|
x |
|
x |
|
|
|
|
Courtyard Overland Park |
|
168 |
|
x |
|
x |
|
|
|
|
Embassy Suites Crystal City |
|
267 |
|
x |
|
x |
|
|
|
|
Hilton Fort Worth |
|
294 |
|
|
|
x |
|
x |
|
|
Residence Inn Evansville |
|
78 |
|
x |
|
|
|
|
|
|
Residence Inn Plano |
|
126 |
|
x |
|
x |
|
|
|
|
Courtyard Bloomington |
|
117 |
|
x |
|
x |
|
|
|
|
Residence Inn Phoenix Airport |
|
200 |
|
|
|
|
|
x |
|
|
Sheraton Minnetonka |
|
220 |
|
|
|
x |
|
x |
|
|
Courtyard Tipton Lakes |
|
90 |
|
|
|
x |
|
|
|
|
Marriott RTP |
|
225 |
|
|
|
x |
|
|
|
|
Hilton Minneapolis |
|
300 |
|
|
|
|
|
x |
|
x |
Courtyard Newark/Silicon Valley |
|
181 |
|
|
|
|
|
x |
|
x |
Springhill Suites Orlando LBV |
|
400 |
|
|
|
|
|
x |
|
x |
Crowne Plaza Beverly Hills |
|
258 |
|
|
|
x |
|
x |
|
x |
Hilton Tampa |
|
238 |
|
|
|
|
|
x |
|
x |
Sheraton Bucks County |
|
186 |
|
|
|
|
|
|
|
x |
Marriott Bridgewater |
|
347 |
|
|
|
|
|
|
|
x |
Marriott Dallas Market Center |
|
265 |
|
|
|
x |
|
|
|
x |
Hyatt Savannah |
|
351 |
|
|
|
|
|
|
|
x |
Pier House |
|
142 |
|
|
|
|
|
x |
|
|
Embassy Suites Flagstaff |
|
119 |
|
|
|
|
|
|
|
x |
(a) Only hotels which have had or are expected to have significant capital expenditures that could result in displacement during 2014 are included in this table.