Morgans Hotel Group Co
Monday, March 17, 2014
Monday, March 17, 2014
- Adjusted EBITDA was $16.1 million in the fourth quarter of 2013, a $3.4 million increase over the same period in 2012, primarily due to lower corporate expenses and an increase in EBITDA at Hudson and Delano South Beach.
- Revenue per available room (“RevPAR”) for System-Wide Comparable Hotels increased by 5.7% in actual dollars, or 5.5% in constant dollars, on a year-over-year basis during the fourth quarter of 2013.
- In February 2014, the Company refinanced its $180 million mortgage loan secured by Hudson in New York and its $100 million revolving credit facility secured by Delano South Beach, replacing these obligations with non-recourse mortgage and mezzanine loans in the aggregate principal amount of $450 million.
- On February 28, 2014, the Company entered into a Memorandum of Understanding (“MOU”) which, among other things, contemplates the settlement of all pending litigations with affiliates of The Yucaipa Companies LLC (“Yucaipa”).
- Also on February 28, 2014, in connection with the MOU, the Company repurchased $88.0 million of its outstanding 2.375% senior subordinated convertible notes (“Convertible Notes”) at par value plus accrued interest. As a result, the outstanding balance of the Company’s Convertible Notes, as of March 1, 2014, is $84.5 million.
- On March 10, 2014, the Company implemented a plan to reduce its corporate workforce. The Company anticipates achieving annualized savings of approximately $8.0 million of corporate expenses and approximately $1.6 million of expenses allocated to its owned, joint venture and managed hotels based on 2013 incurred costs and targeted compensation levels.
Fourth Quarter 2013 Operating Results
Adjusted EBITDA for the fourth quarter of 2013 was $16.1 million as compared to $12.7 million for the same period in 2012. The increase was primarily due to a reduction in corporate expenses, excluding stock compensation expense, of $2.6 million and increases in EBITDA at the Company’s Owned Hotels of $1.1 million.
RevPAR at System-Wide Comparable Hotels increased by 5.7% in actual dollars, or 5.5% in constant dollars, in the fourth quarter of 2013 from the comparable period in 2012. RevPAR for System-Wide Comparable Hotels located in the United States increased 6.5% during the fourth quarter of 2013 as compared to the same period in 2012.
RevPAR from System-Wide Comparable Hotels in the Northeastern United States increased 9.3% in the fourth quarter of 2013 over the same period in 2012, with an increase in occupancy of 6.8%. RevPAR growth was driven by an 18.2% increase in RevPAR at Morgans and a 13.0% increase in RevPAR at Mondrian SoHo. Year-over year RevPAR growth at these two properties is primarily a result of gains in market share, as well as Hurricane Sandy’s impact on fourth quarter 2012 results, when both hotels were closed for a period of time.
Room revenues at Hudson, a non-comparable hotel in New York City, increased by 3.7% in the fourth quarter of 2013 as compared to the same period in 2012, due the addition of 32 new rooms through SRO conversions in late 2012 and early 2013. Total revenue at Hudson increased 13.8%, driven in part by the continued success of its new restaurant, Hudson Common, which opened in February 2013. RevPAR at Hudson was relatively flat during the fourth quarter of 2013 as compared to the same period in 2012 as a result of difficult year-over-year comparisons due to a significant increase in demand in connection with Hurricane Sandy relief efforts, which increased Hudson’s operating results during the fourth quarter of 2012.
RevPAR from System-Wide Comparable Hotels in Miami increased 4.2% in the fourth quarter of 2013 as compared to the same period in 2012, led by Delano South Beach which experienced a RevPAR increase of 7.4% as a result of a 6.7% increase in average daily rate (“ADR”).
The Company’s System-Wide Comparable Hotels on the West Coast generated 5.9% RevPAR growth in the fourth quarter of 2013 as compared to the same period in 2012, led by Clift, where RevPAR increased by 11.7%. In London, RevPAR increased by 1.5% in actual dollars, or 0.7% in constant dollars, during the fourth quarter of 2013.
Food and beverage revenue increased by $8.9 million, or 57.5%, due to three food and beverage restaurant leases at Mandalay Bay in Las Vegas acquired by the Company in late 2012. These restaurants opened during 2013 and were fully operational by the fourth quarter of 2013, resulting in increased food and beverage revenues of $5.7 million. Additionally, revenues increased $2.1 million at Hudson, largely attributable to the continued success of the new food and beverage venues, such as the new restaurant at Hudson, Hudson Common, which opened in February 2013, and the new bar, Henry, which opened in September 2013.
Corporate expenses, excluding stock compensation expense, decreased by $2.6 million, or 35.6%, during the fourth quarter of 2013 as compared to the same period in 2012, primarily due to the Company’s ongoing effort to reduce overhead costs which included reduced bonus accruals, lower travel expenses and the elimination of fees paid to the Company’s Board of Directors.
Interest expense declined by $3.1 million, or 21.1%, during the fourth quarter of 2013 as compared to the same period in 2012, primarily due to the November 2012 Hudson mortgage refinancing which resulted in the write off of deferred financing costs and an exit fee.
MHG recorded a net loss of $6.1 million for the fourth quarter of 2013 compared to a net loss of $12.5 million for the fourth quarter of 2012 due to improved operating results, as discussed above.
Full Year Operating Results
For the full year 2013, Adjusted EBITDA was $45.1 million, an increase of 97.3% from 2012, primarily due to the impact of the Company’s renovation of Hudson, which started in late 2011 and continued throughout 2012. RevPAR for System-Wide Comparable Hotels increased by 8.9%, or 9.1% in constant dollars, in 2013 compared to 2012, primarily driven by a 7.8% increase in occupancy. MHG recorded a net loss of $44.2 million for the year ended December 31, 2013, compared to a net loss of $56.5 million for 2012 due to improved operating results.
Balance Sheet and Liquidity
MHG’s total consolidated debt at December 31, 2013, excluding the Clift lease, was $468.4 million.
At December 31, 2013, MHG had approximately $10.0 million in cash and cash equivalents.
In February 2014, the Company refinanced its $180 million mortgage loan secured by Hudson in New York and its $100 million revolving credit facility secured by Delano South Beach, replacing these obligations with non-recourse mortgage and mezzanine loans in the aggregate principal amount of $450 million (collectively, the “2014 Loan”). The 2014 Loan is secured by mortgages encumbering Hudson and Delano South Beach and pledges of equity interests in certain subsidiaries of the Company. The 2014 Loan matures on February 9, 2016, with three, one-year extension options, subject to certain conditions.
The net proceeds from the new Hudson and Delano South Beach mortgage loans were applied to (1) repay $180 million of outstanding mortgage debt under the prior Hudson loan, (2) repay $37 million of indebtedness outstanding under the Company’s revolving credit facility secured by Delano South Beach, (3) provide cash collateral for reimbursement obligations with respect to a $10 million letter of credit under the revolving credit facility, and (4) fund reserves required under the new Hudson and Delano South Beach mortgage loans, with the remainder available for general corporate purposes and working capital, which may include the repayment of other indebtedness, including the Company’s outstanding Convertible Notes and$18.0 million face value promissory notes outstanding related to the Company’s acquisition of The Light Group, subject to certain minimum unencumbered asset requirements. Following the use of the proceeds described above, net proceeds to the Company were approximately $214.0 million and the Company believes it has sufficient cash to meet its scheduled near-term debt maturities consisting of obligations due on the outstanding convertible notes, scheduled development commitments, operating expenses and other expenditures directly associated with our properties.
On February 28, 2014, the Company entered into a Note Repurchase Agreement with affiliates of Yucaipa, pursuant to which the Company repurchased the $88 million of Convertible Notes owned by Yucaipa for an amount equal to their principal balance plus accrued interest. The Company used cash on hand, including proceeds from the new 2014 Loan, for this repurchase. Following the closing, these Convertible Notes were retired and as a result, the principal amount of the outstanding Convertible Notes has been reduced to $84.5 million.
As of December 31, 2013, the Company had $352.4 million of remaining Federal tax net operating loss carry forwards to offset future income, including gains on future asset sales. The Company believes it has significant value available to it in Delano South Beach and Hudson, and that the tax basis of these assets is significantly less than their fair values.
In January 2014, the Company signed a 15-year franchise agreement for a Morgans Original branded hotel in Istanbul, Turkey. The 78-room hotel, which is currently under development and expected to open in late 2014, is being converted from office and retail space. The Company has a $0.7 million key money obligation that will be funded upon the hotel opening.
The Company currently has signed management agreements to manage four hotels that are financed and under construction, consisting of a Mondrian project in London, a Mondrian project in The Bahamas, a Mondrian project in Doha, Qatar, and a Delano project in Moscow. The Company also has signed management agreements to manage three other hotels that are in earlier stages of development, and for which financing has not yet been obtained. Additionally, the Company has a license agreement with MGM Resorts International (“MGM”) for a Delano in Las Vegas following a renovation and conversion of MGM’s THE hotel, which is scheduled to open in the fall of 2014, and a franchise agreement for a Morgans Original in Istanbul, Turkey, discussed above. Five of these hotels are scheduled to open in the next twelve months.
Recent Transactions and Developments
On February 28, 2014, the Company entered into a binding MOU which, among other things, contemplates the settlement of four pending litigations with affiliates of Yucaipa. The MOU contemplates the partial settlement and dismissal with prejudice of one such litigation and the complete settlement and dismissal with prejudice of the remaining three litigations.
The MOU is subject to execution of a Stipulation of Settlement acceptable to the Company, which must be submitted to theDelaware Court of Chancery for review and approval and will not become effective, under the terms of the MOU, until such approval is given and is no longer subject to further court review (the “Effective Date”).
The MOU provides, among other things, for the Company to pay to plaintiffs in one of the completely settled litigations, filed inNew York, an amount equal to $3 million less the aggregate amount of any reasonable and necessary attorneys’ fees and expenses incurred by Ron Burkle in his defense of the partially settled litigation, filed in Delaware, that are paid to him by the Company’s insurers prior to the Effective Date; and Mr. Burkle will pay to the Company the amount of such insurance proceeds he recovers from the Company’s insurers after the Effective Date and assign to the Company any claims he may have against the Company’s insurers relating to any such reasonable and necessary attorneys’ fees and expenses that the Company’s insurers may fail to pay Mr. Burkle. In addition, to the extent not paid by the Company’s insurers, the Company will pay the amount of any reasonable and necessary attorneys’ fees and expenses incurred by former directors Robert Friedman, Jeffrey Gault and Andrew Sasson in defending the partially settled litigation, subject to their assignment to the Company of any claims they may have against the Company’s insurers relating to any such unpaid amounts.
The Company does not anticipate that the net amount of all payments it might ultimately be required to make, after recovery of all insurance proceeds, under the terms of the MOU and the Stipulation of Settlement, if approved, will be material to the Company’s financial position.
On March 10, 2014, the Company implemented a plan of termination (the “Plan”) that is expected to result in a workforce reduction of the Company’s corporate office employees. The Plan is part of the Company’s previously announced corporate strategy to, among other things, reduce corporate overhead and costs allocated to property owners. The Plan is the result of the Board of Directors’ extensive review of the Company’s operations and cost structure. The Plan will streamline the Company’s general corporate functions and the Company anticipates achieving annualized savings of approximately $8.0 million of corporate expenses and approximately $1.6 million of expenses allocated to the Company’s Owned Hotels, joint venture and managed hotels, based on 2013 incurred costs and targeted compensation levels.
The Company intends to enter into severance arrangements with the terminated employees, subject to their execution of separation and general release agreements. As a result of the Plan, the Company anticipates recording a charge of approximately $8.6 million in the first quarter of 2014 related to the cost of one-time termination benefits of which approximately$2.6 million is expected to be paid in cash and approximately $2.2 million is expected to be recognized as non-cash stock compensation expense relating to the severance of former named executive officers, and $3.8 million is expected to be paid in cash to other terminated employees.
“Adjusted EBITDA” means adjusted earnings before interest, taxes, depreciation and amortization as further defined below.
“EBITDA” means earnings before interest, income taxes, depreciation and amortization, as further defined below.
“Owned Hotels” includes Hudson in New York, Delano South Beach in Miami Beach, and Clift in San Francisco, which the Company leases under a long-term lease that is treated as a financing.
“System-Wide Comparable Hotels” includes all Morgans Hotel Group branded 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 quarters and years ended December 31, 2013 and 2012 excludes Hudson, which was under renovation beginning in the fourth quarter of 2011 and continuing throughout 2012, Ames, which the Company no longer manages effective July 17, 2013, Delano Marrakech, which opened in September 2012 and effective November 12, 2013, the Company no longer manages, and Hotel Las Palapas, which is not a Morgans Hotel Group branded hotel and, as of April 1, 2013, was no longer managed by the Company.
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 Delano in South Beach, Mondrian in Los Angeles,New York and South Beach, Hudson in New York, Morgans and Royalton in New York, Clift in San Francisco, Shore Club in South Beach and Sanderson and St Martins Lane in London. Morgans Hotel Group has ownership interests or owns several of these hotels. Morgans Hotel Group has other hotels in various stages of development to be operated under management or franchise agreements. These include Delano properties in Las Vegas, Nevada and Moscow, Russia; Mondrian properties in Baha Mar in Nassau, The Bahamas, London, England, and Doha, Qatar; and a Morgans Original in Istanbul, Turkey. Morgans Hotel Group also owns a 90% controlling interest in The Light Group, a leading lifestyle food and beverage company. 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 the Company’s investments and financing needs. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue” or other similar words or expressions. These forward-looking statements reflect the Company’s current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause the Company’s actual results to differ materially from those expressed in any forward-looking statement. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Important risks and factors that could cause the Company’s 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, both in the U.S. and internationally, particularly as it impacts demand for travel, hotels, dining and entertainment; the Company’s levels of debt, its ability to refinance its current outstanding debt, repay outstanding debt or make payments on guaranties as they may become due, general volatility of the capital markets and the Company’s ability to access the capital markets and the ability of our joint ventures to do the foregoing; the impact of financial and other covenants in the Company’s loan agreements and other debt instruments that limit the Company’s ability to borrow and restrict its operations; the Company’s history of losses; the Company’s ability to compete in the “boutique” or “lifestyle” hotel segments of the hospitality industry and changes in the competitive environment in the Company’s industry and the markets where it invests; the Company’s ability to protect the value of its name, image and brands and its intellectual property; risks related to natural disasters, terrorist attacks, the threat of terrorist attacks and similar disasters; risks related to the Company’s international operations, such as global economic conditions, political or economic instability, compliance with foreign regulations and satisfaction of international business and workplace requirements; the Company’s ability to timely fund the renovations and capital improvements necessary to maintain its properties at the quality of the Morgans Hotel Group and associated brands; risks associated with the acquisition, development and integration of properties and businesses; the risks of conducting business through joint venture entities over which the Company may not have full control; the Company’s ability to perform under management agreements and to resolve any disputes with owners of properties that the Company manages but does not wholly own; potential terminations of management agreements; the impact of any material litigation, claims or disputes, including labor disputes; the seasonal nature of the hospitality business and other aspects of the hospitality industry that are beyond the Company’s control; and other risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, 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.