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8-K - FORM 8-K - Morgans Hotel Group Co. | c16333e8vk.htm |
Exhibit 99.1
Contacts:
Richard Szymanski
Morgans Hotel Group Co.
212.277.4188
Richard Szymanski
Morgans Hotel Group Co.
212.277.4188
Neil Maitland
The Abernathy MacGregor Group
212.371.5999
The Abernathy MacGregor Group
212.371.5999
MORGANS HOTEL GROUP REPORTS FIRST QUARTER 2011 RESULTS
NEW YORK, NY May 2, 2011 Morgans Hotel Group Co. (NASDAQ: MHGC) (MHG or the Company)
today reported financial results for the quarter ended March 31, 2011.
| Adjusted EBITDA was $4.5 million in the first quarter of 2011. Excluding Hard Rock,
which we managed and partially owned until March 1, 2011, Adjusted EBITDA decreased by $2.9
million from the first quarter of 2010, primarily due to results at our New York hotels
which were impacted by severe winter storms combined with recent new supply additions
during a seasonally slow period. |
| RevPAR for System-Wide Comparable Hotels increased by 4.6%, or 4.1% in constant dollars,
in the first quarter of 2011 from the comparable period in 2010. Excluding New York, RevPAR
increased by 7.6%, or 7.0% in constant dollars. |
| In April 2011, the Company entered into definitive agreements to sell Royalton and
Morgans for $140.0 million, or approximately $500,000 per room, and Mondrian Los Angeles
for $137.0 million, or approximately $580,000 per room. The Company will continue to
operate these hotels under long-term management agreements. The transactions are expected
to close in the second quarter of 2011 and are subject to satisfaction of customary closing
conditions. |
| In February 2011, the Company opened Mondrian in New Yorks SoHo neighborhood. The hotel
consists of 270 rooms, two bars, an innovative sustainable seafood restaurant and
spectacular views of the New York skyline. |
| In March 2011, the Company announced Board of Directors and senior management changes
including the appointment of David Hamamoto as Executive Chairman and Michael Gross as
Chief Executive Officer. Dan Flannery was appointed Chief Operating Officer and Yoav Gery
was appointed Chief Development Officer. Additionally, Ron Burkle and Jason Taubman
Kalisman have joined the Board of Directors. |
| During the quarter, MHG announced four new management agreements which include a Delano
in Cabo San Lucas, Mexico, a Delano in Turkey, a Mondrian in Doha, Qatar and a hotel in New
York to be branded with one of MHGs existing brands. |
Michael Gross, CEO of the Company, said: The underlying trends in our markets continue to improve
and we see many opportunities to grow our business. With a new management team in place, we are
focused on reinforcing our position as the global leader in lifestyle hospitality management by
expanding our brands and winning higher margin management contracts domestically and
internationally. We plan
to strengthen our core competencies and enhance the unique DNA on which Morgans was founded. We
will also continue to pursue an asset-light model, reducing our asset base and improving our
capital structure to give us the flexibility and resources to pursue our growth initiatives. We are
confident that we are well positioned to capitalize on the opportunities ahead and increase
shareholder value over the long-term.
First Quarter 2011 Operating Results
Adjusted EBITDA for the first quarter of 2011 was $4.5 million. Excluding Hard Rock,
this represents a $2.9 million decrease from the first quarter of 2010, primarily due to declines
in rooms and food and beverage profits at our New York hotels.
RevPAR at System-Wide Comparable Hotels increased by 4.6% (4.1% in constant dollars) in the first
quarter of 2011 compared to the first quarter of 2010 driven by occupancy gains. The Companys
overall RevPAR performance showed greater increases beginning in March 2011 and this trend
continued through April. For April 2011, System-Wide Comparable RevPAR increased by 21.0% compared
to April 2010.
During the first quarter of 2011, RevPAR at the Companys New York hotels decreased by 1.6% due to
severe winter weather and the impact of recent new competitive supply additions during a seasonally
low demand period. Demand has significantly improved in April with RevPAR up 10.4% compared to
April 2010.
RevPAR increased by 1.1% at MHGs South Beach hotels. Excluding the impact of the Super Bowl in
2010, RevPAR increased 12.4% at MHGs South Beach hotels for the first quarter of 2011 compared to
2010.
RevPAR increased by 1.5% (decrease of 1.1% in constant dollars) at MHGs London hotels, which were
also impacted by severe winter weather. Performance began to improve in March 2011 with RevPAR
rising by 9.0% from March of 2010, and this trend has continued through April with RevPAR
increasing by 9.8% compared to April 2010.
RevPAR increased by 22.1% at Mondrian in Los Angeles, 30.9% at Clift in San Francisco, and 52.4% at
Ames in Boston, driven primarily by increases in occupancy.
Interest
expense decreased $3.4 million, or 27.2%, as a result of lower debt balances and the
expiration of interest rate swaps in July 2010.
MHG recorded a net loss of $32.9 million in the first quarter of 2011 compared to a loss of $16.1
million in the first quarter of 2010 as MHG reported higher income from discontinued operations in
2010 related to the disposal of Mondrian Scottsdale. Net loss from continuing operations was flat
year over year.
Balance Sheet and Liquidity
In April 2011, the Company entered into definitive agreements to sell Royalton and Morgans for
$140.0 million and Mondrian Los Angeles for $137.0 million. The Company will continue to operate
the hotels under long-term management agreements. The transactions are expected to close in the
second quarter of 2011 and are subject to satisfaction of customary closing conditions. The
Company will use the proceeds, along with cash in escrow, to retire approximately $140 million in
debt and expects to have $140 million in remaining proceeds available for the refinancing of the
debt secured by Hudson and for growth capital. In addition, following
the repayment of the outstanding balance under the Company's line of
credit, Delano will be unencumbered.
MHGs total consolidated debt at March 31, 2011, excluding the Clift lease, was $589.5 million with
a weighted average interest rate of 2.69%. MHGs total pro forma consolidated debt as of March 31,
2011, excluding the Clift lease, and giving effect to the three hotel sales currently under
contract as if each had closed on March 31, 2011, would have been $448.3 million after applying a
portion of the net proceeds of the sales to repay the $103.5 million of debt secured by Mondrian
Los Angeles and the $37.7 million outstanding under the line of credit secured by Delano, Royalton
and Morgans. As of March 31, 2011, MHG had $83.6 million of liquidity, which included $77.6 million
available under the Companys line of credit. In addition, MHG has restricted cash of $20.1
million, not including escrowed cash on assets held for sale, primarily consisting of escrows for
debt service, taxes, insurance and capital expenditures.
MHG had tax net operating losses of approximately $250 million at March 31, 2011, which will be
available to offset gains on the sale of the three hotels. Upon completion of the three hotel
sales currently under contract, MHG expects to have approximately
$90 million of remaining tax net
operating losses to offset future income, including gains on future asset sales.
Development Activity
In February 2011, MHG opened a new Mondrian hotel in the SoHo neighborhood in New York. This is
MHGs third Mondrian hotel and it features 270 rooms, two exciting bars, an innovative seafood
restaurant and spectacular views. The hotel is owned through a joint venture in which MHG has a 20%
interest. MHG is managing the hotel under a 10 year contract with two 10 year extension options.
In February 2011, MHG announced a new management agreement for a 265 room Mondrian hotel in Doha,
Qatar. The hotel is located in the prestigious neighborhood of West Bay Lagoon and is currently
under construction and due to open in 2013.
In February 2011, MHG announced a new management agreement for a 200 room Delano hotel at an
exclusive resort on the Aegean Sea in Turkey. This would be Morgans first hotel in the region and
it is expected to open in 2013.
In February 2011, MHG announced a new management agreement for a 114 room Delano hotel in Mexico,
on the beach at the tip of the Baja Peninsula in Cabo San Lucas. The hotel is currently under
construction and is expected to open in 2013.
In February 2011, MHG announced a new management agreement for a 175 room hotel in New York in the
Highline area. The hotel will be branded with one of Morgans brands and is expected to open in
2014.
On March 1, 2011, the joint venture through which we held a minority interest in the Hard Rock
Hotel & Casino in Las Vegas entered into a comprehensive settlement to resolve the disputes among
them and all matters relating to the Hard Rock and related loans and guaranties. Also effective
March 1, 2011, MHGs management agreement pursuant to which the Company managed the Hard Rock, was
terminated.
2011 Outlook
It continues to be difficult to predict results given the short term booking patterns and transient
nature of the hotel business. As we have seen in recent months, travel and weather patterns can be
volatile making prior year comparisons challenging.
MHG expects that the RevPAR increase at System-Wide Comparable Hotels for 2011 compared to 2010
will be between 7% to 9%. MHG is confident in its ability to generate strong flow-through to
EBITDA,
although the Company is not providing further detail on projected EBITDA at this time, given the
transitional nature of this year and multiple moving parts as it moves toward an asset-light model.
Conference Call
MHG will host a conference call to discuss the first quarter financial results today at 5:00 PM
Eastern time.
The call will be webcast live over the Internet at 5:00 PM Eastern time and can be accessed at
www.morganshotelgroup.com under the About Us, Investor Overview section. Participants should follow
the instructions provided on the website for the download and installation of audio applications
necessary to join the webcast.
The call can also be accessed live over the phone by dialing (888) 802-8577 or (973) 935-8754 for
international callers; the conference ID is 61104343. A replay of the call will be available three
hours after the call and can be accessed by dialing (800) 642-1687 or (706) 645-9291 for
international callers; the conference ID is 61104343. The replay will be available from May 2, 2011
through May 9, 2011.
Definitions
Owned Comparable Hotels includes all wholly-owned hotels operated by MHG except for hotels under
renovation during the current or the prior year, development projects and discontinued operations.
Owned Comparable Hotels for the three months ended March 31, 2011 and 2010 excludes Mondrian
Scottsdale, which was classified as a discontinued operation in 2010 and effective March 16, 2010
was no longer owned or managed by MHG.
System-Wide Comparable Hotels includes all hotels operated by MHG except for hotels added or
under renovation during the current or the prior year, development projects and discontinued
operations. System-Wide Comparable Hotels for the three months ended March 31, 2011 and 2010
excludes the Hard Rock Hotel & Casino in Las Vegas (Hard Rock), which MHG no longer manages
effective March 1, 2011, Mondrian Scottsdale, Mondrian SoHo, which opened in February 2011, and the
San Juan Water and Beach Club, and Hotel Las Palapas, which are non-MHG branded hotels.
Adjusted EBITDA is adjusted earnings before interest, taxes, depreciation and amortization as
further defined below.
About Morgans Hotel Group
Morgans Hotel Group Co. (NASDAQ: MHGC) is widely credited as the creator of the first boutique
hotel and a continuing leader of the hotel industrys boutique sector. Morgans Hotel Group
operates and owns, or has ownership interests in, Morgans, Royalton and Hudson in New York, Delano
and Shore Club in South Beach, Mondrian in Los Angeles, South Beach and New York, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group also
manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has
other property transactions in various stages of completion including a Delano in Cabo San Lucas,
Mexico, a Delano in Turkey, a Mondrian in Doha, Qatar and a hotel in New York to be branded with
one of MHGs existing brands. For more information please visit www.morganshotelgroup.com.
Forward-Looking and Cautionary Statements
This press release may contain certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among
other things, the operating performance of our investments and financing needs and prediction of
certain future other events. Forward-looking statements are generally identifiable by use of
forward-looking terminology such as may, expect, anticipate, estimate believe, project,
or other similar words or expressions. These forward-looking statements reflect our current views
about future events and are subject to risks, uncertainties, assumptions and changes in
circumstances that may cause our actual results or other future events to differ materially from
those expressed in any forward-looking statement. Important risks and factors that could cause our
actual results to differ materially from those expressed in any forward-looking statements include,
but are not limited to economic, business, competitive market and regulatory conditions such as: a
sustained downturn in economic and market conditions, particularly levels of spending in the
business, travel and leisure industries; continued tightness in the global credit markets; general
volatility of the capital markets and our ability to access the capital markets; our ability to
refinance our current outstanding debt and to repay outstanding debt as such debt matures; our
ability to protect the value of our name, image and brands and our intellectual property; risks
related to natural disasters, such as earthquakes, volcanoes and hurricanes; hostilities, including
future terrorist attacks, or fear of hostilities that affect travel; and other risk factors
discussed in Morgans Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and
other documents filed by Morgans with the Securities and Exchange Commission from time to time. All
forward-looking statements in this press release are made as of the date hereof, based upon
information known to management as of the date hereof, and Morgans assumes no obligations to update
or revise any of its forward-looking statements even if experience or future changes show that
indicated results or events will not be realized.
Income Statements
(In thousands, except per share amounts)
(In thousands, except per share amounts)
Three Months | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Revenues: |
||||||||
Rooms |
$ | 31,034 | $ | 29,250 | ||||
Food & beverage |
18,030 | 17,496 | ||||||
Other hotel |
2,016 | 2,209 | ||||||
Total hotel revenues |
51,080 | 48,955 | ||||||
Management and other fees |
3,324 | 4,429 | ||||||
Total revenues |
54,404 | 53,384 | ||||||
Operating Costs and Expenses: |
||||||||
Rooms |
11,174 | 10,025 | ||||||
Food & beverage |
15,102 | 13,916 | ||||||
Other departmental |
1,211 | 1,252 | ||||||
Hotel selling, general and administrative |
12,558 | 11,437 | ||||||
Property taxes, insurance and other |
4,185 | 4,100 | ||||||
Total hotel operating expenses |
44,230 | 40,730 | ||||||
Corporate expenses: |
||||||||
Stock based compensation |
3,987 | 3,798 | ||||||
Other |
6,847 | 6,207 | ||||||
Depreciation and amortization |
8,373 | 7,345 | ||||||
Restructuring, development and disposal costs |
4,593 | 677 | ||||||
Total operating costs and expenses |
68,030 | 58,757 | ||||||
Operating loss |
(13,626 | ) | (5,373 | ) | ||||
Interest expense, net |
8,994 | 12,350 | ||||||
Equity in loss of unconsolidated joint ventures |
9,483 | 263 | ||||||
Other non-operating expense |
1,390 | 15,029 | ||||||
Pre tax loss |
(33,493 | ) | (33,015 | ) | ||||
Income tax (benefit) expense |
(135 | ) | 294 | |||||
Net loss from continuing operations |
(33,358 | ) | (33,309 | ) | ||||
Income from discontinued operations, net of tax |
490 | 17,202 | ||||||
Net loss |
(32,868 | ) | (16,107 | ) | ||||
Net loss attributable to noncontrolling interest |
825 | 147 | ||||||
Net loss attributable to Morgans Hotel Group Co. |
$ | (32,043 | ) | $ | (15,960 | ) | ||
Preferred stock dividends and accretion |
(2,187 | ) | (2,078 | ) | ||||
Net loss attributable to common stockholders |
$ | (34,230 | ) | $ | (18,038 | ) | ||
(Loss) income per share: |
||||||||
Basic and diluted from continuing operations |
$ | (1.12 | ) | $ | (1.18 | ) | ||
Basic and diluted from discontinued operations |
$ | 0.02 | $ | 0.58 | ||||
Basic and diluted attributable to common stockholders |
$ | (1.10 | ) | $ | (0.60 | ) | ||
Weighted average common shares outstanding basic and diluted |
31,103 | 29,849 |
( In Actual Dollars) | ( In Constant Dollars, if different) | |||||||||||||||||||||||
Three Months | Three Months | |||||||||||||||||||||||
Ended March 31, | % | Ended March 31, | % | |||||||||||||||||||||
Selected Hotel Operating Statistics (1) | 2011 | 2010 | Change | 2011 | 2010 | Change | ||||||||||||||||||
Morgans |
||||||||||||||||||||||||
Occupancy |
78.8 | % | 87.0 | % | -9.4 | % | ||||||||||||||||||
ADR |
$ | 235.59 | $ | 214.22 | 10.0 | % | ||||||||||||||||||
RevPAR |
$ | 185.64 | $ | 186.37 | -0.4 | % | ||||||||||||||||||
Royalton |
||||||||||||||||||||||||
Occupancy |
80.7 | % | 87.3 | % | -7.6 | % | ||||||||||||||||||
ADR |
$ | 253.06 | $ | 239.15 | 5.8 | % | ||||||||||||||||||
RevPAR |
$ | 204.22 | $ | 208.78 | -2.2 | % | ||||||||||||||||||
Hudson |
||||||||||||||||||||||||
Occupancy |
75.7 | % | 77.0 | % | -1.7 | % | ||||||||||||||||||
ADR |
$ | 160.95 | $ | 161.82 | -0.5 | % | ||||||||||||||||||
RevPAR |
$ | 121.84 | $ | 124.60 | -2.2 | % | ||||||||||||||||||
Delano |
||||||||||||||||||||||||
Occupancy |
70.1 | % | 63.1 | % | 11.1 | % | ||||||||||||||||||
ADR |
$ | 585.13 | $ | 653.14 | -10.4 | % | ||||||||||||||||||
RevPAR |
$ | 410.18 | $ | 412.13 | -0.5 | % | ||||||||||||||||||
Mondrian LA |
||||||||||||||||||||||||
Occupancy |
75.8 | % | 62.5 | % | 21.3 | % | ||||||||||||||||||
ADR |
$ | 273.12 | $ | 271.18 | 0.7 | % | ||||||||||||||||||
RevPAR |
$ | 207.02 | $ | 169.49 | 22.1 | % | ||||||||||||||||||
Clift |
||||||||||||||||||||||||
Occupancy |
73.9 | % | 60.3 | % | 22.6 | % | ||||||||||||||||||
ADR |
$ | 215.05 | $ | 201.35 | 6.8 | % | ||||||||||||||||||
RevPAR |
$ | 158.92 | $ | 121.41 | 30.9 | % | ||||||||||||||||||
Total Owned Comparable Hotels |
||||||||||||||||||||||||
Occupancy |
75.4 | % | 72.0 | % | 4.7 | % | ||||||||||||||||||
ADR |
$ | 238.30 | $ | 235.51 | 1.2 | % | ||||||||||||||||||
RevPAR |
$ | 179.68 | $ | 169.57 | 6.0 | % | ||||||||||||||||||
St. Martins Lane |
||||||||||||||||||||||||
Occupancy |
68.7 | % | 73.3 | % | -6.3 | % | 68.7 | % | 73.3 | % | -6.3 | % | ||||||||||||
ADR |
$ | 352.29 | $ | 322.58 | 9.2 | % | $ | 352.29 | $ | 330.87 | 6.5 | % | ||||||||||||
RevPAR |
$ | 242.02 | $ | 236.45 | 2.4 | % | $ | 242.02 | $ | 242.53 | -0.2 | % | ||||||||||||
Sanderson |
||||||||||||||||||||||||
Occupancy |
69.1 | % | 74.6 | % | -7.4 | % | 69.1 | % | 74.6 | % | -7.4 | % | ||||||||||||
ADR |
$ | 405.46 | $ | 373.53 | 8.5 | % | $ | 405.46 | $ | 383.12 | 5.8 | % | ||||||||||||
RevPAR |
$ | 280.17 | $ | 278.65 | 0.5 | % | $ | 280.17 | $ | 285.81 | -2.0 | % | ||||||||||||
Shore Club |
||||||||||||||||||||||||
Occupancy |
64.8 | % | 63.8 | % | 1.6 | % | ||||||||||||||||||
ADR |
$ | 340.77 | $ | 370.46 | -8.0 | % | ||||||||||||||||||
RevPAR |
$ | 220.82 | $ | 236.35 | -6.6 | % | ||||||||||||||||||
Mondrian South Beach |
||||||||||||||||||||||||
Occupancy |
70.8 | % | 60.2 | % | 17.6 | % | ||||||||||||||||||
ADR |
$ | 299.65 | $ | 317.38 | -5.6 | % | ||||||||||||||||||
RevPAR |
$ | 212.15 | $ | 191.06 | 11.0 | % | ||||||||||||||||||
Ames |
||||||||||||||||||||||||
Occupancy |
58.3 | % | 39.5 | % | 47.6 | % | ||||||||||||||||||
ADR |
$ | 178.50 | $ | 172.82 | 3.3 | % | ||||||||||||||||||
RevPAR |
$ | 104.07 | $ | 68.26 | 52.4 | % | ||||||||||||||||||
System-wide Comparable Hotels |
||||||||||||||||||||||||
Occupancy |
72.4 | % | 69.0 | % | 4.9 | % | 72.4 | % | 69.0 | % | 4.9 | % | ||||||||||||
ADR |
$ | 266.95 | $ | 267.83 | -0.3 | % | $ | 266.95 | $ | 268.95 | -0.7 | % | ||||||||||||
RevPAR |
$ | 193.27 | $ | 184.80 | 4.6 | % | $ | 193.27 | $ | 185.58 | 4.1 | % | ||||||||||||
Mondrian SoHo (2) |
||||||||||||||||||||||||
Occupancy |
60.1 | % | 0.0 | % | n/m | |||||||||||||||||||
ADR |
$ | 245.08 | $ | | n/m | |||||||||||||||||||
RevPAR |
$ | 147.29 | $ | | n/m | |||||||||||||||||||
San Juan Water and Beach Club (3) |
||||||||||||||||||||||||
Occupancy |
77.1 | % | 71.9 | % | 7.2 | % | ||||||||||||||||||
ADR |
$ | 139.23 | $ | 161.88 | -14.0 | % | ||||||||||||||||||
RevPAR |
$ | 107.35 | $ | 116.39 | -7.8 | % | ||||||||||||||||||
Hotel Las Palapas (3) |
||||||||||||||||||||||||
Occupancy |
87.1 | % | 78.5 | % | 11.0 | % | 87.1 | % | 78.5 | % | 11.0 | % | ||||||||||||
ADR |
$ | 161.68 | $ | 157.70 | 2.5 | % | $ | 161.68 | $ | 167.09 | -3.2 | % | ||||||||||||
RevPAR |
$ | 140.82 | $ | 130.95 | 7.5 | % | $ | 140.82 | $ | 131.17 | 7.4 | % | ||||||||||||
Hard Rock (4) |
||||||||||||||||||||||||
Occupancy |
80.7 | % | 77.5 | % | 4.1 | % | ||||||||||||||||||
ADR |
$ | 128.31 | $ | 114.06 | 12.5 | % | ||||||||||||||||||
RevPAR |
$ | 103.55 | $ | 88.40 | 17.1 | % |
(1) | Not included in the above table are discontinued operations. |
|
(2) | MHG opened and began managing this hotel in February 2011.
Statistics are for the period MHG operated the hotel. |
|
(3) | As these hotels are not
Morgans Hotel Group branded hotels, MHG believes that the
hotel operating data for these hotels does not provide a meaningful depiction of
the performance of its branded hotels. |
|
(4) | MHG ceased managing this hotel on March 1, 2011. Statistics for
the three months ended March 31, 2011 are for the period MHG
managed the hotel. In addition, as customary in the gaming
industry, average occupancy and average daily rate for the Hard
Rock are presented including rooms provided on a complimentary
basis which is not the practice in the lodging industry. |
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
We believe that earnings before interest, income taxes, depreciation and amortization (EBITDA) is a
useful financial metric to assess our operating performance before the impact of investing and
financing transactions and income taxes. It also facilitates comparison between us and our
competitors. Given the significant investments that we have made in the past in property and
equipment, depreciation and amortization expense comprises a meaningful portion of our cost
structure. We believe that EBITDA will provide investors with a useful tool for assessing the
comparability between periods because it eliminates depreciation and amortization expense
attributable to capital expenditures.
The Companys management has historically used adjusted EBITDA (Adjusted EBITDA) when evaluating
the operating performance for the entire Company as well as for individual properties or groups of
properties because we believe the Companys core business model is that of an owner and operator of
hotels, and the inclusion or exclusion of certain items is necessary to provide the most accurate
measure of on-going core operating results and to evaluate comparative results period over period.
As such, Adjusted EBITDA excludes other non-operating expenses (income) that do not relate to the
on-going performance of our assets and excludes the operating performance of assets in which we do
not have a direct or indirect fee simple ownership interest. We exclude the following items from
EBITDA to arrive at Adjusted EBITDA:
| Other non-operating expenses (income), such as executive terminations not related to
restructuring initiatives, costs of financings, litigation and settlement costs and other
items such as proceeds from the sale of condominium units and related costs that relate to
the financing and investing activities of our assets and not to the on-going operating
performance of our assets, both consolidated and unconsolidated, and changes in fair market
value of the warrants issued to investors in the Company; |
| Restructuring, development and disposal costs: these charges primarily relate to losses
on asset disposals as part of major renovation projects, the write-off of abandoned
development projects resulting primarily from events generally outside managements control
such as the tightening of credit markets, and severance costs related to restructuring
initiatives. We believe that these charges do not relate to the ongoing operating
performance of our assets as measured by Adjusted EBITDA. |
| Impairment loss on development projects, hotels, investments in joint ventures and
receivables from joint ventures: these charges do not relate to the ongoing operating
performance of our assets as measured by Adjusted EBITDA. To the extent that economic
conditions do not continue to improve, we may incur additional non-cash impairment charges
related to assets under development, wholly-owned assets, or investments in joint ventures.
We believe these adjustments are necessary to provide the most accurate measure of core
operating results as a means to evaluate comparative results. |
| The EBITDA related to leased hotels to more accurately reflect the operating performance
of assets in which we have a direct or indirect fee simple ownership interest; |
| The EBITDA related to hotels reported as discontinued operations to more accurately
reflect the operating performance of assets in which we expect to have an ongoing direct or
indirect ownership interest; and |
| Stock-based compensation expense, as this is not necessarily an indication of the
operating performance of our assets. |
We also make an adjustment to EBITDA for hotels in which our percentage ownership interest has
changed to facilitate period-over-period comparisons and to more accurately reflect the operating
performance of assets based on our actual ownership. In this respect, our method of calculating
Adjusted EBITDA has changed from prior quarters, and calculations of Adjusted EBITDA will continue
to vary from quarter to quarter to reflect changing ownership interests.
We believe Adjusted EBITDA provides management and our investors with a more accurate financial
metric by which to evaluate our performance as it eliminates the impact of costs incurred related
to investing and financing transactions. Internally, the Companys management utilizes Adjusted
EBITDA to measure the performance of our core on-going hotel operations and is used extensively
during our annual budgeting process. Management also uses Adjusted EBITDA as a measure in
determining the value of acquisitions, expansion opportunities, and dispositions and borrowing
capacity. Adjusted EBITDA is a key metric which management evaluates prior to execution of any
strategic investing or financing opportunity.
The Company has historically reported Adjusted EBITDA to its investors and believes that this
continued inclusion of Adjusted EBITDA provides consistency in its financial reporting and enables
investors to perform more meaningful comparisons of past, present and future operating results and
to evaluate the results of its core on-going operations.
The use of EBITDA and Adjusted EBITDA has certain limitations. Our presentation of EBITDA and
Adjusted EBITDA may be different from the presentation used by other companies and therefore
comparability may be limited. Depreciation expense for various long-term assets, interest expense,
income taxes and other items have been and will be incurred and are not reflected in the
presentation of EBITDA or Adjusted EBITDA. Each of these items should also be considered in the
overall evaluation of our results. Additionally, EBITDA and Adjusted EBITDA do not reflect capital
expenditures and other investing activities and should not be considered as a measure of our
liquidity. We compensate for these limitations by providing the relevant disclosure of our
depreciation, interest and income tax expense, capital expenditures and other items both in our
reconciliations to our GAAP financial measures and in our consolidated financial statements, all of
which should be considered when evaluating our performance. The term EBITDA is not defined under
accounting principles generally accepted in the United States, or U.S. GAAP, and EBITDA is not a
measure of net income, operating income, operating performance or liquidity presented in accordance
with U.S. GAAP. In addition, EBITDA is impacted by reorganization of businesses and other
restructuring-related charges. When assessing our operating performance, you should not consider
this data in isolation, or as a substitute for our net income, operating income or any other
operating performance measure that is calculated in accordance with U.S. GAAP. In addition, our
EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other companies
since such other companies may not calculate EBITDA in the same manner as we do.
A reconciliation of net income (loss), the most directly comparable U.S. GAAP measures, to EBITDA
and Adjusted EBITDA for each of the respective periods indicated is as follows:
EBITDA Reconciliation
(In thousands)
(In thousands)
Three Months | ||||||||
Ended March 31, | ||||||||
2011 | 2010 | |||||||
Net loss |
$ | (32,043 | ) | $ | (15,960 | ) | ||
Interest expense, net |
8,994 | 12,350 | ||||||
Income tax (benefit) expense |
(135 | ) | 294 | |||||
Depreciation and amortization expense |
8,373 | 7,345 | ||||||
Proportionate share of interest expense
from unconsolidated joint ventures |
2,811 | 3,875 | ||||||
Proportionate share of depreciation expense
from unconsolidated joint ventures |
2,192 | 3,441 | ||||||
Proportionate share of depreciation expense
of minority interests in consolidated joint ventures |
(98 | ) | (90 | ) | ||||
Net income attributable to noncontrolling interest |
(1,042 | ) | (528 | ) | ||||
Proportionate share of income (loss) from unconsolidated joint
ventures not recorded due to negative investment balances |
7,137 | (3,996 | ) | |||||
EBITDA |
(3,811 | ) | 6,731 | |||||
Add : Other non operating expense |
1,390 | 15,029 | ||||||
Add : Other non operating expense (income) from unconsolidated
joint ventures |
(52 | ) | 96 | |||||
Add: Restructuring, development and disposal costs |
4,593 | 677 | ||||||
Less : EBITDA from Clift, a leased hotel |
(1,075 | ) | 75 | |||||
Add : Stock based compensation |
3,987 | 3,798 | ||||||
Less: Income from hotel ownership changes
and discontinued operations |
(490 | ) | (17,643 | ) | ||||
Adjusted EBITDA |
$ | 4,542 | $ | 8,763 | ||||
Owned Comparable Hotel Room Revenue Analysis
(In thousands, except percentages)
(In thousands, except percentages)
Three Months | ||||||||||||
Ended March 31, | % | |||||||||||
2011 | 2010 | Change | ||||||||||
Morgans (1) |
$ | 1,905 | $ | 1,912 | 0 | % | ||||||
Royalton (1) |
3,087 | 3,157 | -2 | % | ||||||||
Hudson |
9,141 | 9,314 | -2 | % | ||||||||
Delano |
7,166 | 7,190 | 0 | % | ||||||||
Mondrian LA (1) |
4,414 | 3,613 | 22 | % | ||||||||
Clift |
5,321 | 4,064 | 31 | % | ||||||||
Total Owned Comparable Hotels |
$ | 31,034 | $ | 29,250 | 6 | % | ||||||
Owned Comparable Hotel Revenue Analysis
(In thousands, except percentages)
(In thousands, except percentages)
Three Months | ||||||||||||
Ended March 31, | % | |||||||||||
2011 | 2010 | Change | ||||||||||
Morgans (1) |
$ | 3,731 | $ | 3,941 | -5 | % | ||||||
Royalton (1) |
4,336 | 4,551 | -5 | % | ||||||||
Hudson |
11,955 | 11,933 | 0 | % | ||||||||
Delano |
14,064 | 14,286 | -2 | % | ||||||||
Mondrian LA (1) |
8,244 | 7,078 | 16 | % | ||||||||
Clift |
8,750 | 7,166 | 22 | % | ||||||||
Total Owned Comparable Hotels |
$ | 51,080 | $ | 48,955 | 4 | % | ||||||
(1) | These hotels are classified as held for sale as of March 31, 2011. |
Hotel EBITDA Analysis
(In thousands, except percentages)
(In thousands, except percentages)
Three Months | ||||||||||||
Ended March 31, | % | |||||||||||
2011 | 2010 | Change | ||||||||||
Morgans (1) |
$ | (178 | ) | $ | (17 | ) | n/m | |||||
Royalton (1) |
(384 | ) | (195 | ) | 97 | % | ||||||
Hudson |
(1,930 | ) | 510 | n/m | ||||||||
Delano |
5,388 | 5,565 | -3 | % | ||||||||
Mondrian LA (1) |
2,487 | 1,989 | 25 | % | ||||||||
Clift |
1,075 | (75 | ) | n/m | ||||||||
Owned Comparable Hotels |
6,458 | 7,777 | -17 | % | ||||||||
St Martins Lane |
1,067 | 1,098 | -3 | % | ||||||||
Sanderson |
627 | 671 | -7 | % | ||||||||
Shore Club |
139 | 207 | -33 | % | ||||||||
Mondrian South Beach |
541 | 455 | 19 | % | ||||||||
Ames |
(105 | ) | (217 | ) | -52 | % | ||||||
Joint Venture Comparable Hotels |
2,269 | 2,214 | 2 | % | ||||||||
Total System-Wide Comparable Hotels |
8,727 | 9,991 | -13 | % | ||||||||
Hard Rock Joint Venture (2) |
300 | 476 | -37 | % | ||||||||
Mondrian SoHo Joint Venture (3) |
35 | | n/m | |||||||||
Total Hotels |
$ | 9,062 | $ | 10,467 | -13 | % | ||||||
(1) | These hotels are classified as held for sale as of March 31, 2011. |
|
(2) | MHG ceased managing this hotel on March 1, 2011. Information for the three months ended
March 31, 2011 is for the period MHG managed the hotel. |
|
(3) | MHG began managing this hotel in February 2011. Information is for the period MHG managed
the hotel. |
Adjusted EBITDA and Debt Analysis
(In thousands)
(In thousands)
Adjusted | ||||||||
EBITDA | ||||||||
Twelve Months | ||||||||
Ended | Outstanding Debt at | |||||||
Consolidated Operations | March 31, 2011 | March 31, 2011 | ||||||
Morgans (1) |
$ | 1,650 | ||||||
Royalton (1) |
1,826 | |||||||
Delano |
12,992 | |||||||
Sub total for Hotels Securing the Revolver |
16,468 | $ | 37,658 | |||||
Hudson |
14,992 | 233,769 | ||||||
Mondrian LA (1) |
10,847 | 103,496 | ||||||
Management Fees |
17,233 | |||||||
Corporate Expenses |
(24,291 | ) | ||||||
Other Debt (2) |
| 214,537 | ||||||
Total |
$ | 35,249 | 589,460 | |||||
Less: Cash, including cash in assets held for sale |
(5,962 | ) | ||||||
Net Debt |
$ | 583,498 | ||||||
(1) | These hotels are classified as held for sale as of March 31, 2011. |
|
(2) | Includes outstanding debt on convertible notes and trust preferred securities and excludes the
lease obligation at Clift. |
Proportionate | ||||||||||||
Share of | ||||||||||||
Adjusted EBITDA | Proportionate | |||||||||||
Twelve Months | Share of | |||||||||||
Ownership | Ended | Debt | ||||||||||
Joint Venture Comparable Hotels (1) | Percentage | March 31, 2011 | March 31, 2011 | |||||||||
Sanderson and St. Martins Lane |
50 | % | $ | 9,764 | $ | 80,198 | ||||||
Shore Club |
7 | % | 150 | 8,364 | ||||||||
Mondrian South Beach |
50 | % | 178 | 45,785 | ||||||||
Ames |
31 | % | 226 | 14,173 |
(1) | Includes information only for System-Wide Comparable Hotels that are owned by joint
ventures |
Balance Sheets
(In thousands)
(In thousands)
March 31, | Dec 31, | |||||||
2011 | 2010 | |||||||
ASSETS: |
||||||||
Property and equipment, net |
$ | 287,979 | $ | 292,740 | ||||
Goodwill |
53,691 | 53,691 | ||||||
Investments in and advances to unconsolidated joint ventures |
20,328 | 20,450 | ||||||
Assets held for sale, net |
199,852 | 204,006 | ||||||
Investment in property held for non-sale disposition, net |
| 9,775 | ||||||
Cash and cash equivalents |
4,770 | 3,438 | ||||||
Restricted cash |
20,076 | 19,891 | ||||||
Accounts receivable, net |
5,318 | 6,018 | ||||||
Related party receivables |
3,871 | 3,830 | ||||||
Prepaid expenses and other assets |
5,872 | 7,007 | ||||||
Deferred tax asset, net |
79,793 | 80,144 | ||||||
Other, net |
11,210 | 13,786 | ||||||
Total assets |
$ | 692,760 | $ | 714,776 | ||||
LIABILITIES and STOCKHOLDERS DEFICIT: |
||||||||
Debt and capital lease obligations, net |
$ | 571,471 | $ | 558,779 | ||||
Mortgage debt of property held for non-sale disposition |
| 10,500 | ||||||
Accounts payable and accrued liabilities |
26,572 | 23,604 | ||||||
Debt obligations, accounts payable and accrued liabilities of assets held for sale |
108,297 | 107,161 | ||||||
Accounts payable and accrued liabilities of property held for non-sale disposition |
| 1,162 | ||||||
Distributions and losses in excess of investment in unconsolidated joint ventures |
1,728 | 1,509 | ||||||
Other liabilities |
13,866 | 13,866 | ||||||
Total liabilities |
721,934 | 716,581 | ||||||
Total Morgans Hotel Group Co. stockholders deficit |
(39,013 | ) | (12,721 | ) | ||||
Noncontrolling interest |
9,839 | 10,916 | ||||||
Total stockholders deficit |
(29,174 | ) | (1,805 | ) | ||||
Total liabilities and stockholders deficit |
$ | 692,760 | $ | 714,776 | ||||