Morgans Hotel Group Reports Second Quarter 2012 Results
Morgans Hotel Group Reports Second Quarter 2012 Results
NEW YORK, July 30, 2012 - Morgans Hotel Group Co. (NASDAQ: MHGC) (“MHG” or the “Company”) today reported financial results for its second quarter ended June 30, 2012. The Company will host a conference call to review the quarter’s results on Tuesday, July 31, 2012 at 10:30 am.
— Adjusted EBITDA was $6.3 million in the second quarter of 2012. The
Company’s quarterly operating results reflect lower hotel revenues,
operating expenses and interest expense due to the sale of ownership
interests in five hotels during 2011 and an EBITDA decline of $2.1
million at Hudson due to the impact of rooms out of service from the
ongoing renovations.
— Revenue per available room (“RevPAR”) for System-Wide Comparable Hotels,
excluding Mondrian Los Angeles, Morgans and Sanderson, which were each
impacted by non-room renovations during the quarter, increased by 2..9%
in constant dollars during the second quarter of 2012.
— At Hudson, the rooms renovation is approximately 70% complete, and the
Company anticipates all rooms will be renovated and in service in
September 2012. Additionally, the Company is increasing the number of
single room dwelling units (“SRO units”), which will be converted into
guestrooms, from 23 to 31, at a cost of approximately $150,000 per room,
to be completed in October 2012. With a growing number of newly
renovated rooms available for guests, average daily rate (“ADR”)
increased by 10.9% during the second quarter of 2012, as compared to the
same period in 2011.
— Since the end of the first quarter, the Company announced three new
long-term management agreements for the following hotels:
— Delano Marrakech, a 73 room hotel in Morocco, expected to open in
September 2012;
— Mondrian Marrakech, a 69 room hotel in Morocco, expected to open in
late 2013; and
— Hudson London at Great Scotland Yard, a 234 room hotel expected to
open in early 2015.
Michael Gross, CEO of the Company, said: “During the second quarter, we made significant progress executing our growth strategy and we are excited about the momentum in our management business. We recently signed three new management contracts that, together with our previously announced expansion hotels, will increase the size of our portfolio by almost fifty percent when they open. We have significant operating leverage that we expect will allow us to generate high EBITDA margins from the growth of our management business, and we are optimistic about the pace of new deals going forward. In addition, we are nearly complete with renovations to our existing properties with the Hudson set to re-launch in the third-quarter. Overall, we are encouraged by our progress in the quarter and remain focused on executing our strategy and building long-term shareholder value.”
Second Quarter 2012 Operating Results
Adjusted EBITDA( )for the second quarter of 2012 was $6.3 million, a decrease of $5.4 million from the same period in 2011. During 2011, the Company sold its ownership interests in five hotels while retaining management, resulting in a $3.5 million decrease in EBITDA during the second quarter ended June 30, 2012 as compared to the same period in 2011. Additionally, displacement due to rooms out of service from the ongoing renovations at Hudson resulted in a $2.1 million decrease in EBITDA.
RevPAR at System-Wide Comparable Hotels, which excludes Delano and Hudson, decreased by 0.6% in constant dollars (1.4% in actual dollars) in the second quarter of 2012 from the comparable period in 2011. Three of the Company’s System-Wide Comparable Hotels, Morgans, Mondrian Los Angeles and Sanderson, also underwent some non-room renovation work during the second quarter of 2012 which impacted RevPAR. Excluding the results of all hotels under renovation, RevPAR increased by 2.9% in constant dollars (2.2% in actual dollars).
By region, demand was strong in the Northeast with System-Wide Comparable Hotel RevPAR, which consists of Morgans, Royalton and Ames, increasing by 7.7%. Additionally, despite the ongoing renovations at Hudson, ADR increased by 10.9% for the three months ended June 30, 2012 as compared to the same period in 2011. Mondrian SoHo, which opened in February 2011, generated an 11.8% RevPAR increase during the second quarter of 2012 as compared to the same period in 2011, driven by 9.6% ADR growth.
Revenues in Miami during the second quarter of 2012 were affected by bad weather in Florida in April but recovered in May and June. For example, Delano’s RevPAR declined by 5.1% in April 2012, and grew by 10.0% in May and 7.1% in June, compared to the same months in 2011. MHG’s West Coast hotels were affected by the closure of SkyBar at Mondrian Los Angeles due to renovations which were completed in May 2012. MHG’s London hotels were adversely impacted by the ongoing European economic crises, lower demand in the pre-Olympics period and air conditioning repairs at Sanderson, which were completed in May 2012.
Management fees increased by 94.5% in the second quarter of 2012 as compared to the same period in 2011. This increase was primarily the result of the Company’s acquisition of 90% of The Light Group in November 2011 and fees from new management agreements as a result of asset sales.
The Company also recorded decreases in total operating expenses and interest expense during the second quarter of 2012 primarily as a result of the May 2011 sales of Mondrian Los Angeles, Royalton and Morgans. MHG continues to manage these hotels pursuant to long-term management agreements, and as a result, the gains on sales are deferred and recognized over the initial terms of the respective management agreements. Additionally, due to the Company’s sale of its interest in the joint venture that owned Sanderson and St Martins Lane, which MHG continues to manage pursuant to long-term management agreements, the gain on the sale of its joint venture interest was deferred and will be recognized over the life of the management agreements. During the three months ended June 30, 2012, the Company amortized $2.0 million of deferred gains into income.
As a result of the above, MHG recorded a net loss of $13.4 million for the second quarter of 2012 compared to a net loss of $11.4 million for the second quarter of 2011.
Renovations
At Hudson, approximately 70% of the guestrooms have been renovated and are back in service. The remaining guest rooms are expected to be fully renovated and in service in September 2012. The Company also plans to convert 31 SRO units into guest rooms at an estimated cost of approximately $150,000 per room, and expects to have these new rooms in service by the end of October 2012 bringing the total number of rooms at Hudson to 865. Additionally, the Company is making progress with new food and beverage concepts at Hudson, including renovations to the existing restaurant and Hudson Bar, which the Company expects to debut in the fourth quarter of 2012. To date, the Company has spent approximately $17.5 million on room and corridor renovations, $6.8 million of which was spent in the second quarter of 2012, and intends to spend an additional $12 to $13 million to complete all of these projects at Hudson.
In addition to renovations at the Company’s owned hotels, the owners of several managed hotels have invested funds for renovations and repositionings during 2012. In Los Angeles, Mondrian’s SkyBar, the Company’s iconic outdoor bar, and the pool, were closed in early 2012 for renovations which were completed in May 2012. Sanderson underwent significant air conditioner repairs and replacements and certain technology upgrades in preparation for the 2012 Summer Olympics. This renovation work was completed in May 2012. In New York, the restaurant at Morgans was closed during the first quarter of 2012. MHG expects to reopen this venue as a newly re-concepted restaurant and lounge in the third quarter of 2012.
In its continued efforts to update its food and beverage venues, the Company has re-concepted its food and beverage offerings at Mondrian SoHo. On July 12th, the Company launched SOAKED at Mondrian SoHo, a new private rooftop cocktail bar and lounge in the penthouse, which offers fresh fruit infused cocktails and spiked fruit plates. On August 3, 2012, the Company will open Mondrian SoHo’s new restaurant, Isola Trattoria & Crudo Bar, a new coastal Italian restaurant which will feature market-fresh and locally sourced ingredients.
Development Activity
Since the end of the first quarter, the Company continued to aggressively pursue opportunities on the development front, successfully announcing three newly signed management agreements. The Company believes its pipeline of perspective deals continues to remain strong.
On June 12, 2012, the Company announced that it had entered into a 20-year management agreement for a 234 room hotel in London to be branded a Hudson, which will be located on Great Scotland Yard in St. James’s, London. Hudson London is scheduled to open in early 2015 and the Company has provided the owners a cash flow guarantee with regard to operating results once the hotel is operational. Located in the heart of Westminster, Hudson London, slated to open early 2015, will be just moments away from London’s most iconic landmarks including Westminster Abbey, Buckingham Palace, Trafalgar Square and Big Ben. Following Hudson’s flagship hotel in New York, Hudson London at Great Scotland Yard marks the beginning of the Company’s plan to introduce the brand into gateway markets around the globe. Hudson London at Great Scotland Yard will be Company’s fourth property in London, joining renowned Sanderson and St Martins Lane properties, and Mondrian London at Sea Containers House, set to open its doors early 2014.
Additionally, on June 19, 2012, the Company announced a partnership with a Moroccan entrepreneur for the management of two properties in Marrakech, Morocco—a 73 room Delano-branded hotel scheduled to open in September 2012 and a 69 room Mondrian-branded hotel scheduled to open in late 2013, both pursuant to 15-year management agreements. Under the Delano agreement, we expect to contribute $2.5 million in key money prior to the hotel opening in September 2012, which funds are refundable if the hotel fails to open by September 30, 2012, and under the Mondrian agreement, the Company agreed to contribute $2.5 million in key money upon the hotel’s opening.
With a strong infrastructure in place, the Company expects the incremental EBITDA margins for newly signed management agreements and hotels in its pipeline to approximate 90%.
MHG now has signed management agreements for eight hotels that are scheduled to open over the next three years and plans to open three of these hotels in the next eighteen months. Six of these hotels are financed.
Balance Sheet and Liquidity
MHG’s total consolidated debt at June 30, 2012, excluding the Clift lease, was $375.3 million with a weighted average interest rate of 4.5%. At June 30, 2012, MHG had $8.2 million of cash and cash equivalents and $52.0 million available under its revolving credit facility, net of $20.0 million in outstanding borrowings, and $10.0 million of letters of credit against the facility. As of June 30, 2012, total restricted cash was $6.1 million.
MHG currently has approximately $173.0 million of remaining tax net operating loss carry forwards to offset future income, including gains on future asset sales. The Company is exploring the sale of Delano’s real estate and could use the proceeds from any sale for debt reduction, growth and general working capital purposes.
2012 Outlook
MHG’s outlook is based on trends in its markets, although various factors, including uncertainty in the economy and volatility in travel and weather patterns, could result in changes to this outlook.
For 2012, we expect a 6% to 8% RevPAR increase at System-Wide Comparable Hotels, excluding hotels which were impacted by non-room renovations during the year, and a 5% to 7% increase in RevPAR including these hotels. As a reminder, the System-Wide Comparable Hotels exclude Hudson and Delano in 2012 due to the significant number of rooms out of service at Hudson in 2011 and 2012 and Delano in 2011. The Company currently estimates that the rooms renovation at Hudson will result in approximately $1 million of EBITDA displacement in the third quarter of 2012. The Company is not providing further detail on projected EBITDA at this time, given the many variables involved in both the room and food and beverage renovations at Hudson and subsequent ramp-up.
Conference Call
MHG will host a conference call to discuss the second quarter financial results on Tuesday, July 31, 2012 at 10:30AM Eastern time.
The call will be webcast live over the Internet and can be accessed at http://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 13537913.. A replay of the call will be available two hours after the call and can be accessed by dialing (855) 859-2056 or (404) 537-3406 for international callers; the conference ID is 13537913. The replay will be available from August 1, 2012 through August 7, 2012.
Definitions
“System-Wide Comparable Hotels” includes all hotels operated by MHG except for hotels added or under major renovation during the current or the prior year, development projects and discontinued operations. System-Wide Comparable Hotels for the quarter ended June 30, 2012 and 2011 excludes Hudson and Delano, which were both undergoing renovations beginning in the third quarter of 2011 and continuing into 2012, the Hard Rock Hotel & Casino in Las Vegas (“Hard Rock”), which effective March 1, 2011 was no longer partially owned or managed by MHG, Mondrian SoHo, which opened in late February 2011, the San Juan Water and Beach Club, which was no longer managed by MHG effective July 13, 2011, and Hotel Las Palapas, which is a non-MHG branded hotel.
“EBITDA” means earnings before interest, income taxes, depreciation and amortization, as further defined below.
“Adjusted EBITDA” means 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 industry’s boutique sector. Morgans Hotel Group operates 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, Sanderson and St Martins Lane in London, and a hotel in Playa del Carmen, Mexico. Morgans Hotel Group has ownership interests or owns several of these hotels. Morgans Hotel Group has other property transactions in various stages of completion, including Delano and Mondrian in Marrakech, Morocco; Hudson and Mondrian in London, England; Delano in Cesme, Turkey; and Mondrian properties in Istanbul, Turkey; Doha, Qatar and Nassau, The Bahamas. Morgans also owns a 90% controlling interest in The Light Group, a leading lifestyle food and beverage company. For more information please visit http://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 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and other documents filed by the Company 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 the Company 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)
Three Months Six Months
Ended June 30 , Ended June 30 ,
2012 2011 2012 2011
—— —— —— ——
Revenues :
Rooms $25,743 $33,485 $46,619 $64,519
Food & beverage 14,277 15,611 29,376 33,641
Other hotel 1,198 1,733 2,459 3,749
——- ——- ——- ——-
Total hotel revenues 41,218 50,829 78,454 101,909
Management and other fees 6,573 3,380 12,632 6,704
——- ——- ——— ——-
Total revenues 47,791 54,209 91,086 108,613
Operating Costs and Expenses :
Rooms 7,772 9,685 15,438 20,859
Food & beverage 11,865 13,135 24,595 28,237
Other departmental 919 1,036 1,826 2,247
Hotel selling, general and administrative 9,300 10,792 18,786 23,350
Property taxes, insurance and other 3,613 3,704 7,566 7,889
——- ——- ——- ——-
Total hotel operating expenses 33,469 38,352 68,211 82,582
Corporate expenses :
Stock based compensation 1,558 2,031 2,627 6,018
Other 7,393 6,018 14,000 12,865
Depreciation and amortization 5,897 4,199 11,610 12,572
Restructuring, development and disposal costs 2,037 3,800 4,244 8,393
——- ——- ——- ——-
Total operating costs and expenses 50,354 54,400 100,692 122,430
Operating loss (2,563) (191) (9,606) (13,817)
Interest expense, net 8,203 10,014 16,004 19,008
Equity in loss of unconsolidated joint ventures 2,706 910 3,616 10,393
Gain on asset sales (1,995) (620) (3,991) (620)
Other non-operating expenses 1,919 879 2,462 2,269
——- —- ——- ——-
Pre tax loss (13,396) (11,374) (27,697) (44,867)
Income tax expense 121 428 314 293
—- —-
Net loss from continuing operations (13,517) (11,802) (28,011) (45,160)
(Loss) Income from discontinued operations,
net of tax - (5) - 485
Net loss (13,517) (11,807) (28,011) (44,675)
Net loss attributable to noncontrolling
interest 124 383 337 1,208
Net loss attributable to Morgans Hotel Group
Co. $(13,393) $(11,424) $(27,674) $(43,467)
Preferred stock dividends and accretion (2,718) (2,229) (5,368) (4,416)
Net loss attributable to common stockholders $(16,111) $(13,653) $(33,042) $(47,883)
(Loss) income per share:
Basic and diluted from continuing operations $(0.52) $(0.45) $(1.06) $(1.55)
Basic and diluted from discontinued operations $ - $(0.00) $ - $0.02
Basic and diluted attributable to common
stockholders $(0.52) $(0.45) $(1.06) $(1.53)
Weighted average common shares outstanding -
basic 31,261 30,498 31,185 31,255
and diluted
Selected Hotel Operating Statistics (1) ( In Actual Dollars) ( In Constant Dollars, if ( In Actual Dollars) ( In Constant Dollars, if
different) different)
Three Months Three Months Six Months Six Months
Ended June 30, % Ended June 30, % Ended June 30, % Ended June 30, %
2012 2011 Change 2012 2011 Change 2012 2011 Change 2012 2011 Change
—— ————— —— ————— —— ————— —— —————
Clift
Occupancy 76.1% 77.1% -1.3% 74.9% 75.5% -0.8%
ADR $230.27 $217.56 5.8% $232.21 $216.34 7.3%
RevPAR $175.24 $167.74 4.5% $173.93 $163.34 6.5%
St. Martins Lane (2)
Occupancy 76.3% 69.5% 9.8% 76.3% 69.5% 9.8% 74.2% 69.1% 7.4% 74.2% 69.1% 7.4%
ADR $377.57 $417.83 -9.6% $376.09 $403.86 -6.9% $359.81 $385.02 -6.5% $359.81 $375.67 -4.2%
RevPAR $288.09 $290.39 -0.8% $286.96 $280.68 2.2% $266.98 $266.05 0.3% $266.98 $259.59 2.8%
Sanderson (2)
Occupancy 65.4% 77.4% -15.5% 65.4% 77.4% -15.5% 65.0% 73.2% -11.2% 65.0% 73.2% -11.2%
ADR $432.31 $470.36 -8.1% $430.60 $454.63 -5.3% $404.92 $439.31 -7.8% $404.92 $428.64 -5.5%
RevPAR $282.73 $364.06 -22.3% $281.61 $351.88 -20.0% $263.20 $321.57 -18.2% $263.20 $313.76 -16.1%
Shore Club
Occupancy 61.5% 64.7% -4.9% 66.0% 64.8% 1.9%
ADR $276.32 $289.43 -4.5% $314.36 $314.96 -0.2%
RevPAR $169.94 $187.26 -9.3% $207.48 $204.09 1.7%
Mondrian South Beach
Occupancy 62.2% 64.1% -3.0% 71.5% 67.4% 6.1%
ADR $251.79 $240.69 4.6% $290.45 $271.23 7.1%
RevPAR $156.61 $154.28 1.5% $207.67 $182.81 13.6%
Ames
Occupancy 82.5% 81.8% 0.9% 72.7% 70.1% 3.7%
ADR $268.80 $229.90 16.9% $234.18 $208.64 12.2%
RevPAR $221.76 $188.06 17.9% $170.25 $146.26 16.4%
Morgans (3)
Occupancy 84.6% 92.9% -8.9% 77.3% 85.9% -10.0%
ADR $301.38 $274.40 9.8% $271.35 $256.70 5.7%
RevPAR $254.97 $254.92 0.0% $209.75 $220.51 -4.9%
Royalton (3)
Occupancy 90.3% 91.4% -1.2% 85.1% 86.1% -1.2%
ADR $329.07 $301.48 9.2% $295.99 $278.92 6.1%
RevPAR $297.15 $275.55 7.8% $251.89 $240.15 4.9%
Mondrian LA (3)
Occupancy 79.4% 80.7% -1.6% 76.1% 78.3% -2.8%
ADR $271.51 $270.90 0.2% $268.15 $271.97 -1.4%
RevPAR $215.58 $218.62 -1.4% $204.06 $212.95 -4.2%
System-wide Comparable Hotels
Occupancy 73.7% 75.4% -2.3% 73.7% 75.4% -2.3% 73.2% 73.4% -0.3% 73.2% 73.4% -0.3%
ADR $292.73 $290.27 0.8% $292.45 $287.67 1.7% $290.99 $287.18 1.3% $290.99 $285.43 1.9%
RevPAR $215.74 $218.86 -1.4% $215.54 $216.90 -0.6% $213.00 $210.79 1.1% $213.00 $209.51 1.7%
Hudson (4)
Occupancy 73.6% 95.6% -23.0% 66.8% 85.7% -22.1%
ADR $249.40 $224.96 10.9% $212.32 $196.86 7.9%
RevPAR $183.56 $215.06 -14.6% $141.83 $168.71 -15.9%
Delano (4)
Occupancy 71.5% 71.6% -0.1% 71.3% 70.9% 0.6%
ADR $465.46 $464.78 0.1% $528.28 $524.01 0.8%
RevPAR $332.80 $332.78 0.0% $376.66 $371.52 1.4%
Mondrian SoHo (5)
Occupancy 86.0% 84.3% 2.0% 74.2% 77.2% -3.9%
ADR $325.93 $297.31 9.6% $302.18 $285.44 5.9%
RevPAR $280.30 $250.63 11.8% $224.22 $220.36 1.8%
Hotel Las Palapas (6)
Occupancy 59.7% 59.5% 0.3% 59.7% 59.5% 0.3% 76.8% 73.2% 4.9% 76.8% 73.2% 4.9%
ADR $142.47 $138.78 2.7% $145.32 $122.53 18.6% $155.80 $153.03 1.8% $155.80 $137.10 13.6%
RevPAR $85.05 $82.57 3.0% $86.76 $72.91 19.0% $119.65 $112.02 6.8% $119.65 $100.36 19.2%
(1) Not included
in the above
table are
the
operating
statistics
of San Juan
Water and
Beach Club,
which the
Company
ceased
managing
effective
July 13,
2011, and
Hard Rock
Hotel &
Casino,
which the
Company
ceased
managing
effective
March 1,
2011.
(2) MHG and
Walton MG
London
Hotels
Investors V,
L.L.C., each
50/50 joint
venture
partners,
sold the
Sanderson
and St
Martins Lane
hotels in
November
2011. MHG
continues to
manage these
hotels
pursuant to
long-term
management
agreements.
(3) MHG sold
these hotels
in May 2011
and
continues to
manage the
hotels
pursuant to
long-term
management
agreements.
(4) Beginning in
the third
quarter of
2011 and
continuing
into 2012,
these owned
hotels were
under major
renovation.
(5) MHG began
managing
this hotel
when it
opened in
February
2011.
Statistics
are for the
period MHG
operated the
hotel.
(6) This hotel is
not a
Morgans
Hotel Group
branded
hotel and
MHG believes
that the
hotel
operating
data for
this hotel
does not
provide a
meaningful
depiction of
the
performance
of its
branded
hotels.
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 Company’s 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 Company’s 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,
transaction costs related to business acquisitions and sales, 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, changes
in the fair value of promissory notes issued in connection with the
acquisition of the 90% controlling interest in The Light Group, and
non-cash impairment charges recognized by unconsolidated joint ventures
in which the Company is an equity investee;
— 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 management’s 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 and hotels and receivables from
unconsolidated 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
our assets under development, wholly-owned assets, or our 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;
— 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;
— 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;
— Stock-based compensation expense, as this is not necessarily an
indication of the operating performance of our assets; and
— Gains recognized on asset sales, as we believe that including them in
Adjusted EBITDA is not consistent with reflecting the ongoing
performance of our assets. In addition, we believe material gains or
losses from the net book value of disposed assets is not particularly
meaningful given that the depreciated asset value on which the gains are
calculated often does not reflect market value of the 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 Company’s 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 financial measures under accounting principles generally accepted in the United States, or U.S. GAAP, and in our consolidated financial statements, all of which should be considered when evaluating our performance. The term EBITDA is not defined under 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) Three Months Six Months
Ended June 30, Ended June 30,
2012 2011 2012 2011
—— —— —— ——
Net loss attributable to Morgans Hotel Group Co. $(13,393) $(11,424) $(27,674) $(43,467)
Interest expense, net 8,203 10,014 16,004 19,008
Income tax expense 121 428 314 293
Depreciation and amortization expense 5,897 4,199 11,610 12,572
Proportionate share of interest expense
from unconsolidated joint ventures 1,475 1,905 2,820 4,716
Proportionate share of depreciation expense
from unconsolidated joint ventures 939 1,386 1,881 3,578
Proportionate share of depreciation expense
of noncontrolling interests in consolidated joint ventures - (85) - (183)
Net loss attributable to noncontrolling interest (423) (369) (879) (1,411)
Proportionate share of (loss) income from unconsolidated joint
ventures not recorded due to negative investment balances (1,327) (130) (2,663) 7,007
——— —— ——— ——-
EBITDA 1,492 5,924 1,413 2,113
Add : Other non operating expense 1,919 879 2,462 2,269
Add : Other non operating expense from unconsolidated
joint ventures 2,399 809 3,074 757
Add: Restructuring, development and disposal costs 2,037 3,800 4,244 8,393
Less : EBITDA from Clift, a leased hotel (1,067) (1,054) (2,534) (2,129)
Add : Stock based compensation 1,558 2,031 2,627 6,018
Less: Gain on asset sales (1,995) (620) (3,991) (620)
Less: Loss (income) from discontinued operations - 5 - (485)
—- —- —- ——
Adjusted EBITDA $6,343 $11,774 $7,295 $16,316
====== ======= ====== =======
Impact of Asset Sales and Terminated Joint Venture Interests:
——-
Sold Hotels EBITDA (1) $ - $1,476 $ - $3,401
Sold Hotels Management Fees - Post-Sale (2) 711 415 1,260 415
Joint Venture Asset Sales (3) - 2,307 - 4,001
Hard Rock Hotel & Casino EBITDA (4) - - - 300
Hard Rock Hotel & Casino Management Fees (5) - - - 832
—- —- —- —-
Impact to Adjusted EBITDA, After Asset Sales and Hard Rock $711 $4,198 $1,260 $8,949
==== ====== ====== ======
(1) Reflects the EBITDA of Mondrian Los Angeles, Royalton and Morgans,
the three hotels sold by the Company in May 2011, through their
respective dates of sale. This hotel EBITDA is not reduced by any
internal management fees earned prior to the date of sale, as these are
eliminated in consolidation.
(2) Reflects the management fees earned by the Company from the date of
sale of each of Mondrian Los Angeles, Royalton and Morgans through the
end of the period.
(3) Reflects the EBITDA of Sanderson and St Martins Lane, the two London
hotels the Company owned through a 50/50 joint venture until November
2011, when the joint venture was sold. The amounts reflected are the
Company’s 50% share of the hotels’ EBITDA. MHG continues to manage
these hotels.
(4) Reflects the EBITDA of the hotel for the period the Company owned a
minority interest. Effective March 1, 2011, the Company no longer had
an ownership interest in this hotel.
(5) Reflects the management fees earned by the Company during the period
it operated the hotel. Effective March 1, 2011, the Company ceased
managing this hotel.
Hotel EBITDA Analysis (1)
(In thousands, except percentages)
Three Months Six Months
Ended June 30, % Ended June 30, %
2012 2011 Change 2012 2011 Change
—— ————— —— —————
Clift $1,067 $1,054 1% $2,534 $2,129 19%
Shore Club (9) 98 -109% 141 237 -41%
Mondrian South Beach 31 89 -65% 667 630 6%
Ames 118 135 13% (22) 30 173%
—- —- —- —- —- —-
Owned and Joint Venture Comparable Hotels
(2) 1,207 1,376 -12% 3,320 3,026 10%
Morgans (3) - 24 n/m - (154) n/m
Royalton (3) - 638 n/m - 254 n/m
Mondrian Los Angeles (3) - 814 n/m - 3,301 n/m
St Martins Lane (4) (384) 1,272 -130%