Exhibit 99.1
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| NEWS RELEASE |
Contact: | Deric Eubanks | Jordan Jennings | Marilynn Meek |
| Chief Financial Officer | Investor Relations | Financial Relations Board |
| (972) 490-9600 | (972) 778-9487 | (212) 827-3773 |
ASHFORD TRUST REPORTS THIRD QUARTER 2016 RESULTS
Comparable RevPAR for all Hotels Not Under Renovation Grew 4.4%
Adjusted Funds from Operations per Share Increased 14.3%
Comparable Hotel EBITDA Margin Increased 59 bps
Comparable Hotel EBITDA Flow-Through was 54%
DALLAS, November 3, 2016 — Ashford Hospitality Trust, Inc. (NYSE: AHT) (“Ashford Trust” or the “Company”) today reported financial results and performance measures for the third quarter ended September 30, 2016. The performance measurements for Occupancy, Average Daily Rate (ADR), Revenue Per Available Room (RevPAR), and Hotel EBITDA are comparable assuming each of the hotel properties in the Company’s hotel portfolio as of September 30, 2016 were owned as of the beginning of each of the periods presented. Unless otherwise stated, all reported results compare the third quarter ended September 30, 2016, with the third quarter ended September 30, 2015 (see discussion below). The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.
STRATEGIC OVERVIEW
· Opportunistic focus on upper-upscale, full-service hotels
· Targets moderate debt levels of approximately 55 – 60% net debt/gross assets
· Highly-aligned management team and advisory structure
· One of the highest long-term total shareholder returns in the industry
· Attractive dividend yield of approximately 8.5%
· Targets cash and cash equivalents at a level of 25% - 35% of total equity market capitalization for the purposes of:
· property-level and corporate-level working capital needs
· as a hedge against a downturn in the economy or hotel fundamentals
· to be prepared to pursue accretive investments or stock buybacks as those opportunities arise
FINANCIAL AND OPERATING HIGHLIGHTS
· Net loss attributable to common stockholders was $35.1 million or $0.37 per diluted share
· Comparable RevPAR for all hotels increased 3.4% during the quarter
· Comparable RevPAR for all hotels not under renovation increased 4.4% during the quarter
· Adjusted EBITDA increased $5.6 million or 5.3%
· Comparable Hotel EBITDA Margin increased 59 basis points
· Comparable Hotel EBITDA flow-through was 54%
· Adjusted funds from operations (AFFO) was $0.40 per diluted share for the quarter as compared with $0.35 from the prior-year quarter representing an increase of 14.3%
· The Company’s common stock is currently trading at an approximate 8.5% dividend yield
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November 3, 2016
· In the third quarter, the Company completed its underwritten public offering of 4,800,000 shares of 7.375% Series F Cumulative Preferred Stock at $25.00 per share
· In the third quarter, the Company completed the redemption of all of its issued and outstanding shares of 9.00% Series E Cumulative Preferred Stock, which was funded from the Company’s public offering of Series F Cumulative Preferred Stock
· In the third quarter, the Company completed the sale of the 124-room Hampton Inn & Suites in Gainesville, FL for approximately $27 million in cash ($218,000 per key)
· Subsequent to quarter end, the Company closed on the sale of the 162-room SpringHill Suites Gaithersburg in Gaithersburg, MD for approximately $13.2 million ($81,000 per key)
· Subsequent to quarter end, the Company closed on the sale of the two-hotel portfolio comprised of the 151-room Courtyard Palm Desert and the 130-room Residence Inn Palm Desert for $36 million ($128,000 per key)
· Subsequent to quarter end, the Company refinanced four mortgage loans with existing outstanding balances totaling approximately $415 million with a new loan totaling $450 million
· Subsequent to quarter end, the Company priced an underwritten public offering of 6,200,000 shares of 7.375% Series G Cumulative Preferred Stock at $25.00 per share
· Capex invested in the quarter was $50 million
CAPITAL STRUCTURE
At September 30, 2016, the Company had total assets of $4.8 billion. As of September 30, 2016, the Company had $3.8 billion of mortgage debt. The Company’s total combined debt had a blended average interest rate of 5.3%.
On July 6, 2016, the Company announced that it had priced its underwritten public offering of 4,800,000 shares of 7.375% Series F Cumulative Preferred Stock at $25.00 per share. Dividends on the Series F Cumulative Preferred Stock will accrue at a rate of 7.375% per annum on the liquidation preference of $25.00 per share.
On August 9, 2016, the Company announced that it had completed the redemption of all of its issued and outstanding shares of 9.00% Series E Cumulative Preferred Stock. The total redemption cost was approximately $117 million, which was funded from the Company’s public offering of Series F Cumulative Preferred Stock.
Subsequent to quarter end, on October 10, 2016, the Company announced it had refinanced four mortgage loans with existing outstanding balances totaling approximately $415 million. The previous mortgage loans that were refinanced were the Wachovia 1, Wachovia 2 and Wachovia 6 loans with final maturity dates in April 2017, and the JP Morgan Chase Marriott Fremont loan with a final maturity date in August 2019. The mortgage loans were refinanced through one new mortgage loan, totaling $450 million, with a two-year initial term and four one-year extension options, subject to the satisfaction of certain conditions. The new loan is interest only, provides for a floating interest rate of LIBOR + 4.55%, and contains flexible release provisions for the potential sale of assets. The next non-extendable debt maturity for the Company is a $16 million loan that matures in June 2017.
Subsequent to quarter end, on October 13, 2016, the Company announced that it had priced its underwritten public offering of 6,200,000 shares of 7.375% Series G Cumulative Preferred Stock at $25.00 per share. Dividends on the Series G Preferred Stock will accrue at a rate of 7.375% per annum on the liquidation preference of $25.00 per share.
SELECT-SERVICE HOTEL PORTFOLIO SALES PROCESS UPDATE
During the quarter and subsequent to quarter end, the Company closed on the sales of the 124-room Hampton Inn & Suites in Gainesville, FL for approximately $27 million in cash ($218,000 per key), the 162-room SpringHill Suites Gaithersburg in Gaithersburg, MD for approximately $13.2 million ($81,000 per key), and the
AHT Reports Third Quarter Results
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November 3, 2016
two-hotel portfolio comprised of the 151-room Courtyard Palm Desert and the 130-room Residence Inn Palm Desert for $36 million ($128,000 per key). Since the announcement of the strategy, the Company has closed on approximately $218 million of sales of its non-core, select-service hotels.
PORTFOLIO REVPAR
As of September 30, 2016, the portfolio consisted of direct hotel investments with 126 properties. During the third quarter of 2016, 108 of the Company’s hotels were not under renovation. The Company believes reporting its operating metrics for its hotels on a comparable total basis (all 126 hotels) and comparable not under renovation basis (108 hotels) is a measure that reflects a meaningful and focused comparison of the operating results in its portfolio. Details of each category are provided in the tables attached to this release.
· Comparable RevPAR increased 3.4% to $122.76 for all hotels on a 2.8% increase in ADR and a 0.5% increase in occupancy
· Comparable RevPAR increased 4.4% to $126.11 for hotels not under renovation on a 3.0% increase in ADR and a 1.4% increase in occupancy
HOTEL EBITDA MARGINS AND QUARTERLY SEASONALITY TRENDS
The Company believes year-over-year Comparable Hotel EBITDA and Comparable Hotel EBITDA Margin comparisons are more meaningful to gauge the performance of the Company’s hotels than sequential quarter-over-quarter comparisons. Given the substantial seasonality in the Company’s portfolio and its active capital recycling, to help investors better understand this seasonality, the Company provides quarterly detail on its Comparable Hotel EBITDA and Comparable Hotel EBITDA Margin for the current and certain prior-year periods based upon the number of hotels in the Company’s portfolio as of the end of the current period. As the Company’s portfolio mix changes from time to time so will the seasonality for Comparable Hotel EBITDA and Comparable Hotel EBITDA Margin. The details of the quarterly calculations for the previous four quarters for the 126 hotels are provided in the table attached to this release.
COMMON STOCK DIVIDEND
On September 15, 2016, the Company announced that its Board of Directors had declared a quarterly cash dividend of $0.12 per diluted share for the Company’s common stock for the third quarter ending September 30, 2016, payable on October 17, 2016, to shareholders of record as of September 30, 2016.
“We are pleased with our portfolio performance this quarter which speaks to the quality and diversity of our portfolio as well as our superior asset management capabilities,” commented Monty J. Bennett, Ashford Trust’s Chairman and Chief Executive Officer. “Additionally, during the quarter and subsequent to quarter end, we made solid progress on the sale of our non-core, select-service hotels as well as completing the refinancing of four mortgage loans last month which addressed the vast majority of our 2017 debt maturities. We are committed to maximizing value for our shareholders by focusing on upper-upscale, full-service hotels, generating superior operating performance and pursuing opportunities to sell additional select-service assets.”
INVESTOR CONFERENCE CALL AND SIMULCAST
Ashford Hospitality Trust, Inc. will conduct a conference call on Friday, November 4, 2016, at 11:00 a.m. ET. The number to call for this interactive teleconference is (719) 325-2454. A replay of the conference call will be available through Friday, November 11, 2016, by dialing (719) 457-0820 and entering the confirmation number, 2119816.
The Company will also provide an online simulcast and rebroadcast of its third quarter 2016 earnings release conference call. The live broadcast of Ashford Hospitality Trust’s quarterly conference call will be available online at the Company’s web site, www.ahtreit.com on Friday, November 4, 2016, beginning at 11:00 a.m. ET. The online replay will follow shortly after the call and continue for approximately one year.
AHT Reports Third Quarter Results
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November 3, 2016
Substantially all of our non-current assets consist of real estate investments and debt investments secured by real estate. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider supplemental measures of performance, which are not measures of operating performance under GAAP, to assist in evaluating a real estate company’s operations. These supplemental measures include FFO, AFFO, EBITDA, and Hotel EBITDA. FFO is computed in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the NAREIT definition differently than us. Neither FFO, AFFO, EBITDA, nor Hotel EBITDA represents cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income (loss) as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity, nor are such measures indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, management believes FFO, AFFO, EBITDA, and Hotel EBITDA to be meaningful measures of a REIT’s performance and should be considered along with, but not as an alternative to, net income and cash flow as a measure of our operating performance.
* * * * *
Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels.
Follow Chairman and CEO Monty Bennett on Twitter at www.twitter.com/MBennettAshford or @MBennettAshford.
Ashford has created an Ashford App for the hospitality REIT investor community. The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”
Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trust’s control.
These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price. A capitalization rate is determined by dividing the property’s annual net operating income by the purchase price. Net operating income is the property’s funds from operations minus a capital expense reserve of either 4% or 5% of gross revenues. Hotel EBITDA flow-through is the change in Hotel EBITDA divided by the change in total revenues. Hotel EBITDA Margin is Hotel EBITDA divided by total revenues. Funds from operations (“FFO”), as defined by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in April 2002, represents net income (loss) computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains (or losses) from sales of properties and extraordinary items as defined by GAAP, plus depreciation and amortization of real estate assets, and net of adjustments for the portion of these items related to unconsolidated entities and joint ventures.
The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(unaudited)
| | September 30, | | December 31, | |
| | 2016 | | 2015 | |
| | | | | |
ASSETS | | | | | |
Investments in hotel properties, net | | $ | 4,187,939 | | $ | 4,419,684 | |
Cash and cash equivalents | | 256,421 | | 215,078 | |
Restricted cash | | 149,865 | | 153,680 | |
Accounts receivable, net of allowance of $722 and $715, respectively | | 61,019 | | 40,438 | |
Inventories | | 4,776 | | 4,810 | |
Note receivable, net of allowance of $6,739 and $7,083, respectively | | 3,906 | | 3,746 | |
Investment in Ashford Inc. | | 5,657 | | 6,616 | |
Investment in securities investment fund | | 52,675 | | 55,952 | |
Deferred costs, net | | 2,974 | | 3,847 | |
Prepaid expenses | | 23,188 | | 12,458 | |
Derivative assets, net | | 7,851 | | 3,435 | |
Other assets | | 15,212 | | 10,647 | |
Intangible assets, net | | 9,294 | | 11,343 | |
Due from Ashford Prime OP, net | | — | | 528 | |
Due from third-party hotel managers | | 15,672 | | 22,869 | |
Assets held for sale | | 43,295 | | — | |
| | | | | |
Total assets | | $ | 4,839,744 | | $ | 4,965,131 | |
| | | | | |
LIABILITIES AND EQUITY | | | | | |
Liabilities: | | | | | |
Indebtedness, net | | $ | 3,728,645 | | $ | 3,840,617 | |
Accounts payable and accrued expenses | | 150,119 | | 123,444 | |
Dividends payable | | 22,547 | | 22,678 | |
Unfavorable management contract liabilities | | 1,873 | | 3,355 | |
Due to Ashford Inc., net | | 10,240 | | 9,856 | |
Due to Ashford Prime OP, net | | 7 | | — | |
Due to related party, net | | 831 | | 1,339 | |
Due to third-party hotel managers | | 2,737 | | 2,504 | |
Intangible liabilities, net | | 16,224 | | 16,494 | |
Other liabilities | | 16,691 | | 14,539 | |
Liabilities related to assets held for sale | | 25,982 | | — | |
| | | | | |
Total liabilities | | 3,975,896 | | 4,034,826 | |
| | | | | |
Redeemable noncontrolling interests in operating partnership | | 118,926 | | 118,449 | |
| | | | | |
Equity: | | | | | |
Preferred stock, $0.01 par value, 50,000,000 shares authorized: | | | | | |
Series A Cumulative Preferred Stock, 1,657,206 shares issued and outstanding at September 30, 2016 and December 31, 2015 | | 17 | | 17 | |
Series D Cumulative Preferred Stock, 9,468,706 shares issued and outstanding at September 30, 2016 and December 31, 2015 | | 95 | | 95 | |
Series E Cumulative Preferred Stock, 0 and 4,630,000 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | | — | | 46 | |
Series F Cumulative Preferred Stock, 4,800,000 and 0 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | | 48 | | — | |
Common stock, $0.01 par value, 200,000,000 shares authorized, 96,178,680 and 95,470,903 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | | 962 | | 955 | |
Additional paid-in capital | | 1,605,978 | | 1,597,194 | |
Accumulated deficit | | (862,932 | ) | (787,221 | ) |
Total stockholders’ equity of the Company | | 744,168 | | 811,086 | |
Noncontrolling interest in consolidated entities | | 754 | | 770 | |
| | | | | |
Total equity | | 744,922 | | 811,856 | |
| | | | | |
Total liabilities and equity | | $ | 4,839,744 | | $ | 4,965,131 | |
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2016 | | 2015 | | 2016 | | 2015 | |
| | | | | | | | | |
REVENUE | | | | | | | | | |
Rooms | | $ | 300,875 | | $ | 294,768 | | $ | 917,396 | | $ | 787,428 | |
Food and beverage | | 56,206 | | 55,210 | | 188,467 | | 159,528 | |
Other | | 14,389 | | 14,097 | | 43,213 | | 35,402 | |
| | | | | | | | | |
Total hotel revenue | | 371,470 | | 364,075 | | 1,149,076 | | 982,358 | |
Other | | 461 | | 441 | | 1,297 | | 1,731 | |
| | | | | | | | | |
Total revenue | | 371,931 | | 364,516 | | 1,150,373 | | 984,089 | |
| | | | | | | | | |
EXPENSES | | | | | | | | | |
Hotel operating expenses | | | | | | | | | |
Rooms | | 65,474 | | 65,402 | | 195,769 | | 169,290 | |
Food and beverage | | 41,086 | | 40,570 | | 129,606 | | 108,891 | |
Other expenses | | 114,377 | | 112,759 | | 347,126 | | 295,936 | |
Management fees | | 13,616 | | 13,324 | | 42,191 | | 36,366 | |
| | | | | | | | | |
Total hotel operating expenses | | 234,553 | | 232,055 | | 714,692 | | 610,483 | |
| | | | | | | | | |
Property taxes, insurance and other | | 17,172 | | 17,997 | | 55,077 | | 47,167 | |
Depreciation and amortization | | 60,170 | | 58,741 | | 182,411 | | 149,221 | |
Impairment charges | | 4,922 | | (111 | ) | 4,695 | | 19,623 | |
Transaction costs | | 124 | | 392 | | 201 | | 5,850 | |
Advisory services fee: | | | | | | | | | |
Base advisory fee | | 8,576 | | 8,701 | | 25,842 | | 25,217 | |
Reimbursable expenses | | 1,485 | | 1,619 | | 4,550 | | 4,820 | |
Non-cash stock/unit-based compensation | | 1,887 | | 468 | | 4,535 | | 1,790 | |
| | | | | | | | | |
Corporate, general and administrative: | | | | | | | | | |
Non-cash stock/unit-based compensation | | 67 | | — | | 604 | | 538 | |
Other general and administrative | | 1,901 | | 3,772 | | 5,822 | | 11,194 | |
| | | | | | | | | |
Total operating expenses | | 330,857 | | 323,634 | | 998,429 | | 875,903 | |
| | | | | | | | | |
OPERATING INCOME | | 41,074 | | 40,882 | | 151,944 | | 108,186 | |
| | | | | | | | | |
Equity in loss of unconsolidated entities | | (560 | ) | (4,369 | ) | (4,432 | ) | (9,084 | ) |
Interest income | | 92 | | 21 | | 229 | | 67 | |
Gain on acquisition of Highland JV and sale of hotel properties | | 1,448 | | — | | 24,428 | | 380,705 | |
Other income (expense) | | (926 | ) | (314 | ) | (4,263 | ) | 1,733 | |
Interest expense, net of premiums | | (50,113 | ) | (46,567 | ) | (150,167 | ) | (121,082 | ) |
Amortization of loan costs | | (5,649 | ) | (5,292 | ) | (18,000 | ) | (12,907 | ) |
Write-off of loan costs and exit fees | | (972 | ) | — | | (4,913 | ) | (4,767 | ) |
Unrealized gain on marketable securities | | — | | — | | — | | 127 | |
Unrealized gain (loss) on derivatives | | (9,548 | ) | (2,750 | ) | 4,248 | | (6,403 | ) |
| | | | | | | | | |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | (25,154 | ) | (18,389 | ) | (926 | ) | 336,575 | |
Income tax benefit (expense) | | 16 | | (1,721 | ) | (1,216 | ) | (4,635 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | | (25,138 | ) | (20,110 | ) | (2,142 | ) | 331,940 | |
Gain on sale of hotel properties, net of tax | | — | | 599 | | — | | 599 | |
NET INCOME (LOSS) | | (25,138 | ) | (19,511 | ) | (2,142 | ) | 332,539 | |
(Income) loss from consolidated entities attributable to noncontrolling interest | | (16 | ) | (3 | ) | 16 | | 8 | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | 5,009 | | 3,193 | | 2,745 | | (39,616 | ) |
| | | | | | | | | |
NET INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY | | (20,145 | ) | (16,321 | ) | 619 | | 292,931 | |
Preferred dividends | | (8,875 | ) | (8,490 | ) | (25,856 | ) | (25,471 | ) |
Extinguishment of issuance costs upon redemption of Series E preferred stock | | (6,124 | ) | — | | (6,124 | ) | — | |
| | | | | | | | | |
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | | $ | (35,144 | ) | $ | (24,811 | ) | $ | (31,361 | ) | $ | 267,460 | |
| | | | | | | | | |
INCOME (LOSS) PER SHARE — BASIC AND DILUTED | | | | | | | | | |
Basic: | | | | | | | | | |
Net income (loss) attributable to common stockholders | | $ | (0.37 | ) | $ | (0.26 | ) | $ | (0.34 | ) | $ | 2.72 | |
| | | | | | | | | |
Weighted average common shares outstanding — basic | | 94,531 | | 95,888 | | 94,384 | | 97,061 | |
| | | | | | | | | |
Diluted: | | | | | | | | | |
Net income (loss) attributable to common stockholders | | $ | (0.37 | ) | $ | (0.26 | ) | $ | (0.34 | ) | $ | 2.63 | |
| | | | | | | | | |
Weighted average common shares outstanding — diluted | | 94,531 | | 95,888 | | 94,384 | | 115,560 | |
| | | | | | | | | |
Dividends declared per common share: | | $ | 0.12 | | $ | 0.12 | | $ | 0.36 | | $ | 0.36 | |
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(in thousands)
(unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2016 | | 2015 | | 2016 | | 2015 | |
| | | | | | | | | |
Net income (loss) | | $ | (25,138 | ) | $ | (19,511 | ) | $ | (2,142 | ) | $ | 332,539 | |
(Income) loss from consolidated entities attributable to noncontrolling interest | | (16 | ) | (3 | ) | 16 | | 8 | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | 5,009 | | 3,193 | | 2,745 | | (39,616 | ) |
Net income (loss) attributable to the Company | | (20,145 | ) | (16,321 | ) | 619 | | 292,931 | |
| | | | | | | | | |
Interest income | | (92 | ) | (21 | ) | (229 | ) | (67 | ) |
Interest expense and amortization of premiums and loan costs, net | | 55,732 | | 51,829 | | 168,078 | | 133,900 | |
Depreciation and amortization | | 60,108 | | 58,682 | | 182,227 | | 149,068 | |
Income tax (benefit) expense | | (16 | ) | 1,721 | | 1,216 | | 4,635 | |
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership | | (5,009 | ) | (3,193 | ) | (2,745 | ) | 39,616 | |
Equity in loss of unconsolidated entities | | 85 | | 437 | | 959 | | 4,204 | |
Company’s portion of EBITDA of Ashford Inc. | | 165 | | 680 | | (207 | ) | (13 | ) |
Company’s portion of EBITDA of Ashford Prime | | — | | 509 | | — | | 7,640 | |
Company’s portion of EBITDA of Highland JV | | — | | — | | — | | 11,982 | |
| | | | | | | | | |
EBITDA available to the Company and OP unitholders | | 90,828 | | 94,323 | | 349,918 | | 643,896 | |
| | | | | | | | | |
Amortization of unfavorable contract liabilities | | (543 | ) | (543 | ) | (1,629 | ) | (1,593 | ) |
Impairment charges | | 4,922 | | (111 | ) | 4,695 | | 19,623 | |
Gain on acquisition of Highland JV and sale of hotel properties | | (1,448 | ) | (599 | ) | (24,428 | ) | (381,304 | ) |
Write-off of loan costs and exit fees | | 972 | | — | | 4,913 | | 4,767 | |
Other (income) expense | | 926 | | 314 | | 4,263 | | (1,733 | ) |
Transaction, acquisition and management conversion costs | | 778 | | 1,963 | | 1,422 | | 11,552 | |
Legal judgment and related legal costs | | 23 | | 23 | | 71 | | 71 | |
Unrealized gain on marketable securities | | — | | — | | — | | (127 | ) |
Unrealized (gain) loss on derivatives | | 9,548 | | 2,750 | | (4,248 | ) | 6,403 | |
Dead deal costs | | 30 | | 320 | | 331 | | 567 | |
Non-cash stock/unit-based compensation | | 2,185 | | 468 | | 5,511 | | 2,328 | |
Company’s portion of unrealized loss of unconsolidated entities and investment in securities investment fund | | 475 | | 3,932 | | 3,473 | | 4,880 | |
Company’s portion of adjustments to EBITDA of Ashford Inc. | | 793 | | 528 | | 2,929 | | 3,184 | |
Company’s portion of adjustments to EBITDA of Ashford Prime | | — | | 582 | | — | | 738 | |
| | | | | | | | | |
Adjusted EBITDA available to the Company and OP unitholders | | $ | 109,489 | | $ | 103,950 | | $ | 347,221 | | $ | 313,252 | |
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO FUNDS FROM OPERATIONS (“FFO”) AND ADJUSTED FFO
(in thousands, except per share amounts)
(unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2016 | | 2015 | | 2016 | | 2015 | |
| | | | | | | | | |
Net income (loss) | | $ | (25,138 | ) | $ | (19,511 | ) | $ | (2,142 | ) | $ | 332,539 | |
(Income) loss from consolidated entities attributable to noncontrolling interest | | (16 | ) | (3 | ) | 16 | | 8 | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | 5,009 | | 3,193 | | 2,745 | | (39,616 | ) |
Preferred dividends | | (8,875 | ) | (8,490 | ) | (25,856 | ) | (25,471 | ) |
Extinguishment of issuance costs upon redemption of Series E preferred stock | | (6,124 | ) | — | | (6,124 | ) | — | |
| | | | | | | | | |
Net income (loss) attributable to common stockholders | | (35,144 | ) | (24,811 | ) | (31,361 | ) | 267,460 | |
| | | | | | | | | |
Depreciation and amortization on real estate | | 60,108 | | 58,682 | | 182,227 | | 149,068 | |
Gain on acquisition of Highland JV and sale of hotel properties | | (1,448 | ) | (599 | ) | (24,428 | ) | (381,304 | ) |
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership | | (5,009 | ) | (3,193 | ) | (2,745 | ) | 39,616 | |
Equity in loss of unconsolidated entities | | 85 | | 437 | | 959 | | 4,204 | |
Impairment charges on real estate | | 5,039 | | — | | 5,039 | | 19,949 | |
Company’s portion of FFO of Ashford Inc. | | (85 | ) | 372 | | (597 | ) | (619 | ) |
Company’s portion of FFO of Ashford Prime | | — | | 63 | | — | | 4,371 | |
Company’s portion of FFO of Highland JV | | — | | — | | — | | 3,791 | |
| | | | | | | | | |
FFO available to common stockholders and OP unitholders | | 23,546 | | 30,951 | | 129,094 | | 106,536 | |
| | | | | | | | | |
Extinguishment of issuance costs upon redemption of Series E preferred stock | | 6,124 | | — | | 6,124 | | — | |
Write-off of loan costs and exit fees | | 972 | | — | | 4,913 | | 4,767 | |
Other impairment charges | | (117 | ) | (111 | ) | (344 | ) | (326 | ) |
Other (income) expense | | 926 | | 314 | | 4,263 | | (1,733 | ) |
Transaction, acquisition and management conversion costs | | 778 | | 1,963 | | 1,422 | | 11,552 | |
Legal judgment and related legal costs | | 23 | | 23 | | 71 | | 71 | |
Unrealized gain on marketable securities | | — | | — | | — | | (127 | ) |
Unrealized (gain) loss on derivatives | | 9,548 | | 2,750 | | (4,248 | ) | 6,403 | |
Dead deal costs | | 30 | | 320 | | 331 | | 567 | |
Non-cash stock/unit-based compensation | | 2,185 | | 468 | | 5,511 | | 2,328 | |
Company’s portion of unrealized loss of unconsolidated entities and investment in securities investment fund | | 475 | | 3,932 | | 3,473 | | 4,880 | |
Company’s portion of adjustments to FFO of Ashford Inc. | | 793 | | (484 | ) | 2,929 | | (498 | ) |
Company’s portion of adjustments to FFO of Ashford Prime | | — | | 573 | | — | | 593 | |
| | | | | | | | | |
Adjusted FFO available to common stockholders and OP unitholders | | $ | 45,283 | | $ | 40,699 | | $ | 153,539 | | $ | 135,013 | |
| | | | | | | | | |
Adjusted FFO per diluted share available to common stockholders and OP unitholders | | $ | 0.40 | | $ | 0.35 | | $ | 1.35 | | $ | 1.16 | |
| | | | | | | | | |
Weighted average diluted shares | | 114,303 | | 115,012 | | 113,788 | | 116,000 | |
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
SUMMARY OF INDEBTEDNESS
September 30, 2016
(dollars in thousands)
(unaudited)
| | | | | | | | | | | | Comparable | | Comparable | |
| | | | | | Fixed-Rate | | Floating-Rate | | Total | | TTM Hotel | | TTM EBITDA | |
Indebtedness | | Maturity | | Interest Rate | | Debt | | Debt | | Debt | | EBITDA (8) | | Debt Yield | |
| | | | | | | | | | | | | | | |
Secured revolving credit facility - various | | October 2016 | | Base Rate (6) + 2.00% or LIBOR + 3.00% | | $ | — | | $ | — | (5) | $ | — | | $ | N/A | | N/A | |
BAML Pool 1 & 2 - 8 hotels | | January 2017 | | LIBOR + 4.95% | | — | | 376,800 | (2) | 376,800 | | 44,436 | | 11.8 | % |
Morgan Stanley MIP - 5 hotels | | February 2017 | | LIBOR + 4.75% | | — | | 200,000 | (1) (7) | 200,000 | | 23,920 | | 12.0 | % |
Cantor Commercial Real Estate Memphis - 1 hotel | | April 2017 | | LIBOR + 4.95% | | — | | 33,300 | (2) | 33,300 | | 3,699 | | 11.1 | % |
Column Financial - 24 hotels | | April 2017 | | LIBOR + 4.39% | | — | | 1,070,560 | (3) | 1,070,560 | | 116,660 | | 10.9 | % |
Wachovia 1 - 5 hotels | | April 2017 | | 5.95% | | 109,087 | (11) | — | | 109,087 | | 17,355 | | 15.9 | % |
Wachovia 2 - 7 hotels | | April 2017 | | 5.95% | | 119,341 | (11) | — | | 119,341 | | 18,112 | | 15.2 | % |
Wachovia 6 - 5 hotels | | April 2017 | | 5.95% | | 149,197 | (11) | — | | 149,197 | | 19,263 | | 12.9 | % |
JPM Lakeway - 1 hotel | | May 2017 | | LIBOR + 5.10% | | — | | 25,100 | (2) | 25,100 | | 2,193 | | 8.7 | % |
BAML Le Pavillon - 1 hotel | | June 2017 | | LIBOR + 5.10% | | — | | 43,750 | (2) | 43,750 | | 2,830 | | 6.5 | % |
US Bank Indigo Atlanta - 1 hotel | | June 2017 | | 5.98% | | 15,800 | | — | | 15,800 | | 2,141 | | 13.6 | % |
Morgan Stanley - 8 hotels | | July 2017 | | LIBOR + 4.09% | | — | | 144,000 | (2) | 144,000 | | 12,543 | | 8.7 | % |
Morgan Stanley Ann Arbor - 1 hotel | | July 2017 | | LIBOR + 4.15% | | — | | 35,200 | (2) | 35,200 | | 4,060 | | 11.5 | % |
BAML W Atlanta - 1 hotel | | July 2017 | | LIBOR + 5.10% | | — | | 40,500 | (2) | 40,500 | | 4,937 | | 12.2 | % |
Morgan Stanley Pool A - 7 hotels | | August 2017 | | LIBOR + 4.35% | | — | | 301,000 | (10) | 301,000 | | 38,566 | | 12.8 | % |
Morgan Stanley Pool B - 4 hotels | | August 2017 | | LIBOR + 4.38% | | — | | 52,530 | (10)(9) | 52,530 | | 6,861 | | 13.1 | % |
JPM Chase Marriott Fremont - 1 hotel | | August 2017 | | LIBOR + 4.20% | | — | | 37,500 | (10)(11) | 37,500 | | 8,382 | | 22.4 | % |
BAML Pool - 17 hotels | | December 2017 | | LIBOR + 5.52% | | — | | 412,500 | (3) | 412,500 | | 48,682 | | 11.8 | % |
Morgan Stanley Boston Back Bay - 1 hotel | | January 2018 | | 4.38% | | 96,644 | | — | | 96,644 | | 14,519 | | 15.0 | % |
Morgan Stanley Princeton/Nashville - 2 hotels | | January 2018 | | 4.44% | | 105,551 | | — | | 105,551 | | 28,871 | | 27.4 | % |
NorthStar HGI Wisconsin Dells - 1 hotel | | August 2018 | | LIBOR + 4.95% | | — | | 12,000 | (4) | 12,000 | | 1,602 | | 13.4 | % |
Omni American Bank Ashton - 1 hotel | | July 2019 | | 4.00% | | 5,460 | | — | | 5,460 | | 1,017 | | 18.6 | % |
GACC Gateway - 1 hotel | | November 2020 | | 6.26% | | 97,278 | | — | | 97,278 | | 15,276 | | 15.7 | % |
Deutsche Bank W Minneapolis - 1 hotel | | May 2023 | | 5.46% | | 54,903 | | — | | 54,903 | | 6,731 | | 12.3 | % |
GACC Jacksonville RI - 1 hotel | | January 2024 | | 5.49% | | 10,417 | | — | | 10,417 | | 1,624 | | 15.6 | % |
GACC Manchester RI - 1 hotel | | January 2024 | | 5.49% | | 7,138 | | — | | 7,138 | | 1,344 | | 18.8 | % |
Key Bank Manchester CY - 1 hotel | | May 2024 | | 4.99% | | 6,668 | | — | | 6,668 | | 946 | | 14.2 | % |
Morgan Stanley Pool C1 - 3 hotels | | August 2024 | | 5.20% | | 67,391 | | — | | 67,391 | | 8,456 | | 12.5 | % |
Morgan Stanley Pool C2 - 2 hotels | | August 2024 | | 4.85% | | 12,471 | | — | | 12,471 | | 2,370 | | 19.0 | % |
Morgan Stanley Pool C3 - 3 hotels | | August 2024 | | 4.90% | | 24,922 | | — | | 24,922 | | 3,650 | | 14.6 | % |
BAML Pool 3 - 3 hotels | | February 2025 | | 4.45% | | 53,443 | | — | | 53,443 | | 8,531 | | 16.0 | % |
BAML Pool 4 - 2 hotels | | February 2025 | | 4.45% | | 23,850 | | — | | 23,850 | | 3,536 | | 14.8 | % |
BAML Pool 5 - 2 hotels | | February 2025 | | 4.45% | | 20,662 | | — | | 20,662 | | 3,014 | | 14.6 | % |
Unencumbered hotels | | | | | | — | | — | | — | | 3,173 | | N/A | |
| | | | | | $ | 980,223 | | $ | 2,784,740 | | $ | 3,764,963 | | $ | 479,300 | | 12.7 | % |
| | | | | | | | | | | | | | | |
Percentage | | | | | | 26.0 | % | 74.0 | % | 100.0 | % | | | | |
| | | | | | | | | | | | | | | |
Weighted average interest rate | | | | | | 5.37 | % | 5.20 | % | 5.25 | % | | | | |
All indebtedness is non-recourse with the exception of the secured revolving credit facility.
(1) The interest rate on this mortgage loan is subject to a LIBOR floor of 0.20%.
(2) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions.
(3) This mortgage loan has four one-year extension options, subject to satisfaction of certain conditions.
(4) This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions.
(5) Our borrowing capacity under our secured revolving credit facility is $100.0 million.
(6) Base rate, as defined in the secured revolving credit facility agreement is the greater of (i) the prime rate set by Bank of America, (ii) federal funds rate + 0.5%, or (iii) LIBOR + 1.0%.
(7) This mortgage loan has three one-year extension options subject to satisfaction of certain conditions, of which the first was exercised in February 2016.
(8) See Exhibit 1 for reconciliation of net income (loss) to hotel EBITDA.
(9) This loan had a $10.4 million pay down of principal related to the Springhill Suites Gaithersburg.
(10) This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the first was exercised in August 2016.
(11) Subsequent to quarter end, these loans were refinanced with a new $450 million mortgage loan with an interest rate of LIBOR + 4.55% and a two-year intial term with four one-year extension options, subject to satisfaction of certain conditions.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
INDEBTEDNESS BY MATURITY ASSUMING EXTENSION OPTIONS ARE EXERCISED
September 30, 2016
(in thousands)
(unaudited)
| | 2016 | | 2017 | | 2018 | | 2019 | | 2020 | | Thereafter | | Total | |
| | | | | | | | | | | | | | | |
Secured revolving credit facility - various | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
Wachovia 1 - 5 hotels | | — | | 107,351 | (1) | — | | — | | — | | — | | 107,351 | |
Wachovia 2 - 7 hotels | | — | | 117,441 | (1) | — | | — | | — | | — | | 117,441 | |
Wachovia 6 - 5 hotels | | — | | 146,823 | (1) | — | | — | | — | | — | | 146,823 | |
US Bank Indigo Atlanta - 1 hotel | | — | | 15,583 | | — | | — | | — | | | | 15,583 | |
Morgan Stanley Boston Back Bay - 1 hotel | | — | | — | | 94,226 | | — | | — | | — | | 94,226 | |
Morgan Stanley Princeton/Nashville - 2 hotels | | — | | — | | 103,106 | | — | | — | | — | | 103,106 | |
Omni American Bank Ashton - 1 hotel | | — | | — | | — | | 5,168 | | — | | — | | 5,168 | |
Morgan Stanley MIP - 5 hotels | | — | | — | | — | | 200,000 | | — | | — | | 200,000 | |
Morgan Stanley Pool A - 7 hotels | | — | | — | | — | | 301,000 | | — | | — | | 301,000 | |
Morgan Stanley Pool B - 4 hotels | | — | | — | | — | | 52,530 | | — | | — | | 52,530 | |
JPM Chase Marriott Fremont - 1 hotel | | — | | — | | — | | 37,500 | (1) | — | | — | | 37,500 | |
GACC Gateway - 1 hotel | | — | | — | | — | | — | | 89,886 | | — | | 89,886 | |
BAML Pool 1 & 2 - 8 hotels | | — | | — | | — | | — | | 376,800 | | — | | 376,800 | |
Cantor Commercial Real Estate Memphis - 1 hotel | | — | | — | | — | | — | | 33,300 | | — | | 33,300 | |
JPM Lakeway - 1 hotel | | — | | — | | — | | — | | 25,100 | | — | | 25,100 | |
BAML Le Pavillon - 1 hotel | | — | | — | | — | | — | | 43,750 | | — | | 43,750 | |
Morgan Stanley - 8 hotels | | — | | — | | — | | — | | 144,000 | | — | | 144,000 | |
Morgan Stanley Ann Arbor - 1 hotel | | — | | — | | — | | — | | 35,200 | | — | | 35,200 | |
BAML W Atlanta - 1 hotel | | — | | — | | — | | — | | 40,500 | | — | | 40,500 | |
NorthStar HGI Wisconsin Dells - 1 hotel | | — | | — | | — | | — | | 12,000 | | — | | 12,000 | |
GACC Jacksonville RI - 1 hotel | | — | | — | | — | | — | | — | | 9,036 | | 9,036 | |
GACC Manchester RI - 1 hotel | | — | | — | | — | | — | | — | | 6,191 | | 6,191 | |
Key Bank Manchester CY - 1 hotel | | — | | — | | — | | — | | — | | 5,671 | | 5,671 | |
Morgan Stanley Pool C - 8 hotels | | — | | — | | — | | — | | — | | 90,889 | | 90,889 | |
BAML Pool 3 - 3 hotels | | — | | — | | — | | — | | — | | 44,160 | | 44,160 | |
BAML Pool 4 - 2 hotels | | — | | — | | — | | — | | — | | 19,707 | | 19,707 | |
BAML Pool 5 - 2 hotels | | — | | — | | — | | — | | — | | 17,073 | | 17,073 | |
Column Financial - 24 hotels | | — | | — | | — | | — | | — | | 1,070,560 | | 1,070,560 | |
Deutsche Bank W Minneapolis - 1 hotel | | — | | — | | — | | — | | — | | 47,711 | | 47,711 | |
BAML Pool - 17 hotels | | — | | — | | — | | — | | — | | 412,500 | | 412,500 | |
Principal due in future periods | | $ | — | | $ | 387,198 | | $ | 197,332 | | $ | 596,198 | | $ | 800,536 | | $ | 1,723,498 | | $ | 3,704,762 | |
| | | | | | | | | | | | | | | |
Scheduled amortization payments remaining | | 3,080 | | 15,787 | | 6,644 | | 6,970 | | 6,914 | | 20,806 | | 60,201 | |
| | | | | | | | | | | | | | | |
Total indebtedness | | $ | 3,080 | | $ | 402,985 | | $ | 203,976 | | $ | 603,168 | | $ | 807,450 | | $ | 1,744,304 | | $ | 3,764,963 | |
(1) Subsequent to quarter end, these loans were refinanced with a new $450 million mortgage loan with an interest rate of LIBOR + 4.55% and a two-year intial term with four one-year extension options, subject to satisfaction of certain conditions.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
KEY PERFORMANCE INDICATORS
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | |
| | September 30, | |
| | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Comparable | |
| | 2016 | | 2016 | | 2016 | | 2015 | | 2015 | | 2015 | | % Variance | | % Variance | |
ALL HOTELS: | | | | | | | | | | | | | | | | | | | | | | | |
Rooms revenue (in thousands) | | $ | 299,680 | | $ | (883) | | $ | 298,797 | | $ | 293,526 | | $ | (4,472) | | $ | 289,054 | | 2.10% | | 3.37% | |
RevPAR | | $ | 122.74 | | $ | (114.80) | | $ | 122.76 | | $ | 115.84 | | $ | (44.68) | | $ | 118.76 | | 5.96% | | 3.37% | |
Occupancy | | | 79.46% | | | (80.66%) | | | 79.45% | | | 78.78% | | | (72.61%) | | | 79.04% | | 0.85% | | 0.53% | |
ADR | | $ | 154.47 | | $ | (142.41) | | $ | 154.51 | | $ | 147.03 | | $ | (61.53) | | $ | 150.26 | | 5.06% | | 2.83% | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended | |
| | September 30, | |
| | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Comparable | |
| | 2016 | | 2016 | | 2016 | | 2015 | | 2015 | | 2015 | | % Variance | | % Variance | |
ALL HOTELS: | | | | | | | | | | | | | | | | | | | | | | | |
Rooms revenue (in thousands) | | $ | 913,363 | | $ | (23,339) | | $ | 890,024 | | $ | 783,413 | | $ | 71,741 | | $ | 855,154 | | 16.59% | | 4.08% | |
RevPAR | | $ | 121.92 | | $ | (96.26) | | $ | 122.78 | | $ | 117.51 | | $ | 129.92 | | $ | 118.46 | | 3.76% | | 3.65% | |
Occupancy | | | 78.51% | | | (82.02%) | | | 78.39% | | | 79.01% | | | 67.06% | | | 78.09% | | (0.63%) | | 0.38% | |
ADR | | $ | 155.30 | | $ | (117.36) | | $ | 156.62 | | $ | 148.73 | | $ | 193.75 | | $ | 151.68 | | 4.42% | | 3.26% | |
| | | | | | | | | | | | | | | | | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | |
| | September 30, | |
| | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Comparable | |
| | 2016 | | 2016 | | 2016 | | 2015 | | 2015 | | 2015 | | % Variance | | % Variance | |
ALL HOTELS | | | | | | | | | | | | | | | | | | | | | | | |
NOT UNDER RENOVATION: | | | | | | | | | | | | | | | | | | | | | | | |
Rooms revenue (in thousands) | | $ | 263,888 | | $ | (883) | | $ | 263,005 | | $ | 256,313 | | $ | (4,472) | | $ | 251,841 | | 2.96% | | 4.43% | |
RevPAR | | $ | 126.07 | | $ | (114.87) | | $ | 126.11 | | $ | 117.27 | | $ | (44.68) | | $ | 120.75 | | 7.50% | | 4.44% | |
Occupancy | | | 80.46% | | | (80.66%) | | | 80.46% | | | 79.04% | | | (72.61%) | | | 79.35% | | 1.80% | | 1.40% | |
ADR | | $ | 156.68 | | $ | (142.41) | | $ | 156.74 | | $ | 148.37 | | $ | (61.53) | | $ | 152.18 | | 5.60% | | 2.99% | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended | |
| | September 30, | |
| | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Comparable | |
| | 2016 | | 2016 | | 2016 | | 2015 | | 2015 | | 2015 | | % Variance | | % Variance | |
ALL HOTELS | | | | | | | | | | | | | | | | | | | | | | | |
NOT UNDER RENOVATION: | | | | | | | | | | | | | | | | | | | | | | | |
Rooms revenue (in thousands) | | $ | 788,303 | | $ | (23,339) | | $ | 764,964 | | $ | 667,777 | | $ | 60,847 | | $ | 728,624 | | 18.05% | | 4.99% | |
RevPAR | | $ | 122.14 | | $ | (96.26) | | $ | 123.15 | | $ | 116.66 | | $ | 131.80 | | $ | 117.79 | | 4.70% | | 4.56% | |
Occupancy | | | 78.68% | | | (82.02%) | | | 78.54% | | | 78.80% | | | 65.81% | | | 77.83% | | (0.16%) | | 0.92% | |
ADR | | $ | 155.25 | | $ | (117.36) | | $ | 156.79 | | $ | 148.04 | | $ | 200.28 | | $ | 151.34 | | 4.87% | | 3.60% | |
| | | | | | | | | | | | | | | | | | | | | | | |
NOTES:
(1) The above comparable information assumes the 108 hotel properties owned and included in the Company’s operations at September 30, 2016, and not under renovation during the three months ended September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
(4) Excluded Hotels Under Renovation:
Embassy Suites Austin, Hilton Garden Inn Austin, SpringHill Suites Jacksonville, Embassy Suites Houston, The Churchill, Embassy Suites Dallas, Embassy Suites Las Vegas, Marriott Dallas Market Center, Courtyard Bloomington, Embassy Suites Orlando, Hampton Inn Lawrenceville, Hyatt Regency Coral Gables, Courtyard Ft. Lauderdale, Crowne Plaza Annapolis, Embassy Suites Dulles, Le Pavillon New Orleans, Marriott Crystal Gateway, Marriott San Antonio
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
HOTEL EBITDA
(dollars in thousands)
(unaudited)
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2016 | | 2015 | | % Variance | | 2016 | | 2015 | | % Variance | |
ALL HOTELS: | | | | | | | | | | | | | |
Total hotel revenue | | $ | 369,943 | | $ | 362,511 | | 2.05 | % | $ | 1,143,970 | | $ | 977,284 | | 17.06 | % |
Non-comparable adjustments | | (927 | ) | (3,725 | ) | | | (25,673 | ) | 106,288 | | | |
Comparable total hotel revenue | | $ | 369,016 | | $ | 358,786 | | 2.85 | % | $ | 1,118,297 | | $ | 1,083,572 | | 3.20 | % |
| | | | | | | | | | | | | |
Hotel EBITDA | | $ | 121,975 | | $ | 115,903 | | 5.24 | % | $ | 384,375 | | $ | 327,567 | | 17.34 | % |
Non-comparable adjustments | | (276 | ) | 288 | | | | (8,584 | ) | 28,622 | | | |
Comparable Hotel EBITDA | | $ | 121,699 | | $ | 116,191 | | 4.74 | % | $ | 375,791 | | $ | 356,189 | | 5.50 | % |
Hotel EBITDA Margin | | 32.97 | % | 31.97 | % | 1.00 | % | 33.60 | % | 33.52 | % | 0.08 | % |
Comparable Hotel EBITDA Margin | | 32.98 | % | 32.38 | % | 0.59 | % | 33.60 | % | 32.87 | % | 0.73 | % |
| | | | | | | | | | | | | |
Hotel EBITDA adjustments attributable to consolidated noncontrolling interests | | $ | 114 | | $ | 102 | | 11.76 | % | $ | 270 | | $ | 246 | | 9.76 | % |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 121,861 | | $ | 115,801 | | 5.23 | % | $ | 384,105 | | $ | 327,321 | | 17.35 | % |
Comparable Hotel EBITDA attributable to the Company and OP unitholders | | $ | 121,585 | | $ | 116,089 | | 4.73 | % | $ | 375,521 | | $ | 355,943 | | 5.50 | % |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
(4) See Exhibit 1 for reconciliation of net income (loss) to hotel EBITDA.
| | Three Months Ended | | Nine Months Ended | |
| | September 30, | | September 30, | |
| | 2016 | | 2015 | | % Variance | | 2016 | | 2015 | | % Variance | |
ALL HOTELS | | | | | | | | | | | | | |
NOT UNDER RENOVATION: | | | | | | | | | | | | | |
Total hotel revenue | | $ | 324,971 | | $ | 315,039 | | 3.15 | % | $ | 984,968 | | $ | 828,808 | | 18.84 | % |
Non-comparable adjustments | | (927 | ) | (3,725 | ) | | | (25,673 | ) | 91,702 | | | |
Comparable total hotel revenue | | $ | 324,044 | | $ | 311,314 | | 4.09 | % | $ | 959,295 | | $ | 920,510 | | 4.21 | % |
| | | | | | | | | | | | | |
Hotel EBITDA | | $ | 110,555 | | $ | 103,194 | | 7.13 | % | $ | 335,683 | | $ | 281,982 | | 19.04 | % |
Non-comparable adjustments | | (276 | ) | 288 | | | | (8,584 | ) | 23,954 | | | |
Comparable Hotel EBITDA | | $ | 110,279 | | $ | 103,482 | | 6.57 | % | $ | 327,099 | | $ | 305,936 | | 6.92 | % |
Hotel EBITDA Margin | | 34.02 | % | 32.76 | % | 1.26 | % | 34.08 | % | 34.02 | % | 0.06 | % |
Comparable Hotel EBITDA Margin | | 34.03 | % | 33.24 | % | 0.79 | % | 34.10 | % | 33.24 | % | 0.86 | % |
| | | | | | | | | | | | | |
Hotel EBITDA adjustments attributable to consolidated noncontrolling interests | | $ | 114 | | $ | 102 | | 11.76 | % | $ | 270 | | $ | 246 | | 9.76 | % |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 110,441 | | $ | 103,092 | | 7.13 | % | $ | 335,413 | | $ | 281,736 | | 19.05 | % |
Comparable Hotel EBITDA attributable to the Company and OP unitholders | | $ | 110,165 | | $ | 103,380 | | 6.56 | % | $ | 326,829 | | $ | 305,690 | | 6.92 | % |
NOTES:
(1) The above comparable information assumes the 108 hotel properties owned and included in the Company’s operations at September 30, 2016, and not under renovation during the three months ended September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
(4) Excluded Hotels Under Renovation:
Embassy Suites Austin, Hilton Garden Inn Austin, SpringHill Suites Jacksonville, Embassy Suites Houston, The Churchill, Embassy Suites Dallas, Embassy Suites Las Vegas, Marriott Dallas Market Center, Courtyard Bloomington, Embassy Suites Orlando, Hampton Inn Lawrenceville, Hyatt Regency Coral Gables, Courtyard Ft. Lauderdale, Crowne Plaza Annapolis, Embassy Suites Dulles, Le Pavillon New Orleans, Marriott Crystal Gateway, Marriott San Antonio
(5) See Exhibit 1 for reconciliation of net income (loss) to hotel EBITDA.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
HOTEL REVENUE & EBITDA FOR TRAILING TWELVE MONTHS
(dollars in thousands)
(unaudited)
THE FOLLOWING SEASONALITY TABLE REFLECTS THE 126 HOTEL PROPERTIES INCLUDED IN THE COMPANY’S OPERATIONS AT SEPTEMBER 30, 2016:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Actual | | Non- comparable adjustments | | Comparable | | Actual | | Non- comparable adjustments | | Comparable | | Actual | | Non- comparable adjustments | | Comparable | | Actual | | Non- comparable adjustments | | Comparable | |
| | 2016 | | 2016 | | 2016 | | 2016 | | 2016 | | 2016 | | 2016 | | 2016 | | 2016 | | 2015 | | 2015 | | 2015 | |
| | 3rd Quarter | | 3rd Quarter | | 3rd Quarter | | 2nd Quarter | | 2nd Quarter | | 2nd Quarter | | 1st Quarter | | 1st Quarter | | 1st Quarter | | 4th Quarter | | 4th Quarter | | 4th Quarter | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Hotel Revenue | | $ | 369,943 | | $ | (927) | | $ | 369,016 | | $ | 408,510 | | $ | (9,260) | | $ | 399,250 | | $ | 365,517 | | $ | (15,486) | | $ | 350,031 | | $ | 351,103 | | $ | (10,550) | | $ | 340,553 | |
Hotel EBITDA | | $ | 121,975 | | $ | (276) | | $ | 121,699 | | $ | 145,303 | | $ | (2,496) | | $ | 142,807 | | $ | 117,096 | | $ | (5,812) | | $ | 111,284 | | $ | 106,891 | | $ | (3,381) | | $ | 103,510 | |
Hotel EBITDA Margin | | 32.97% | | 29.77% | | 32.98% | | 35.57% | | 26.95% | | 35.77% | | 32.04% | | 37.53% | | 31.79% | | 30.44% | | 32.05% | | 30.39% | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA % of Total TTM | | 31.7% | | 3.2% | | 32.4% | | 29.6% | | 20.9% | | 29.8% | | 23.8% | | 48.6% | | 23.2% | | 21.8% | | 28.3% | | 21.6% | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
JV Interests in EBITDA | | $ | 114 | | $ | — | | $ | 114 | | $ | 100 | | $ | — | | $ | 100 | | $ | 56 | | $ | — | | $ | 56 | | $ | 73 | | $ | — | | $ | 73 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Actual | | Non- comparable adjustments | | Comparable | | | | | | | | | | | | | | | | | | | |
| | 2016 | | 2016 | | 2016 | | | | | | | | | | | | | | | | | | | |
| | TTM | | TTM | | TTM | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Hotel Revenue | | $ | 1,495,073 | | $ | (36,223) | | $ | 1,458,850 | | | | | | | | | | | | | | | | | | | |
Hotel EBITDA | | $ | 491,265 | | $ | (11,965) | | $ | 479,300 | | | | | | | | | | | | | | | | | | | |
Hotel EBITDA Margin | | 32.86% | | 33.03% | | 32.85% | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
EBITDA % of Total TTM | | 100.0% | | 100.0% | | 100.0% | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
JV Interests in EBITDA | | $ | 343 | | $ | — | | $ | 343 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.
Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
(4) See Exhibit 1 for reconciliation of net income (loss) to hotel EBITDA.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
HOTEL REVPAR BY MARKET
(unaudited)
| | | | | | Three Months Ended September 30, | |
| | Number of | | Number of | | Actual | | Non- comparable adjustments | | Comparable | | Actual | | Non- comparable adjustments | | Comparable | | Actual | | Comparable | |
Region | | Hotels | | Rooms | | 2016 | | 2016 | | 2016 | | 2015 | | 2015 | | 2015 | | % Variance | | % Variance | |
| | | | | | | | | | | | | | | | | | | | | |
Atlanta, GA Area | | 10 | | 1,920 | | $ | 121.71 | | $ | — | | $ | 121.71 | | $ | 120.67 | | $ | (190.84 | ) | $ | 120.30 | | 0.9 | % | 1.2 | % |
Boston, MA Area | | 3 | | 915 | | 205.44 | | — | | 205.44 | | 195.63 | | — | | 195.63 | | 5.0 | % | 5.0 | % |
Dallas / Ft. Worth Area | | 7 | | 1,518 | | 106.56 | | — | | 106.56 | | 104.60 | | — | | 104.60 | | 1.9 | % | 1.9 | % |
Houston, TX Area | | 3 | | 692 | | 90.37 | | — | | 90.37 | | 110.76 | | — | | 110.76 | | (18.4 | )% | (18.4 | )% |
Los Angeles, CA Metro Area | | 8 | | 1,900 | | 123.15 | | — | | 123.15 | | 102.50 | | — | | 102.50 | | 20.1 | % | 20.1 | % |
Miami, FL Metro Area | | 3 | | 587 | | 93.92 | | — | | 93.92 | | 89.96 | | — | | 89.96 | | 4.4 | % | 4.4 | % |
Minneapolis - St. Paul, MN-WI Area | | 4 | | 809 | | 154.01 | | — | | 154.01 | | 127.02 | | 191.14 | | 146.31 | | 21.3 | % | 5.3 | % |
Nashville, TN Area | | 1 | | 673 | | 200.26 | | — | | 200.26 | | 175.80 | | — | | 175.80 | | 13.9 | % | 13.9 | % |
New York / New Jersey Metro Area | | 6 | | 1,741 | | 124.45 | | — | | 124.45 | | 116.91 | | (103.35 | ) | 118.04 | | 6.4 | % | 5.4 | % |
Orlando, FL Area | | 3 | | 734 | | 90.63 | | — | | 90.63 | | 76.52 | | (64.45 | ) | 94.61 | | 18.4 | % | (4.2 | )% |
Philadelphia, PA Area | | 3 | | 648 | | 122.55 | | — | | 122.55 | | 106.75 | | — | | 106.75 | | 14.8 | % | 14.8 | % |
San Diego, CA Area | | 2 | | 410 | | 136.17 | | — | | 136.17 | | 127.82 | | — | | 127.82 | | 6.5 | % | 6.5 | % |
San Francisco - Oakland, CA Metro Area | | 6 | | 1,368 | | 159.59 | | — | | 159.59 | | 158.95 | | — | | 158.95 | | 0.4 | % | 0.4 | % |
Tampa, FL Area | | 3 | | 680 | | 90.64 | | — | | 90.64 | | 83.52 | | — | | 83.52 | | 8.5 | % | 8.5 | % |
Washington DC - MD - VA Area | | 10 | | 2,466 | | 124.22 | | — | | 124.22 | | 119.40 | | — | | 119.40 | | 4.0 | % | 4.0 | % |
Other Areas | | 54 | | 9,395 | | 111.65 | | (114.80 | ) | 111.62 | | 111.33 | | (96.00 | ) | 111.45 | | 0.3 | % | 0.2 | % |
Total Portfolio | | 126 | | 26,456 | | $ | 122.74 | | $ | (114.80 | ) | $ | 122.76 | | $ | 115.84 | | $ | (44.68 | ) | $ | 118.76 | | 6.0 | % | 3.4 | % |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
HOTEL EBITDA BY MARKET
(unaudited)
| | | | | | Three Months Ended September 30, | |
| | Number of | | Number of | | Actual | | Non- comparable adjustments | | Comparable | | | | Actual | | Non- comparable adjustments | | Comparable | | | | Actual | | Comparable | |
Region | | Hotels | | Rooms | | 2016 | | 2016 | | 2016 | | % of Total | | 2015 | | 2015 | | 2015 | | % of Total | | % Variance | | % Variance | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Atlanta, GA Area | | 10 | | 1,920 | | $ | 8,688 | | $ | 8 | | $ | 8,696 | | 7.1 | % | $ | 7,501 | | $ | 49 | | $ | 7,550 | | 6.5 | % | 15.8 | % | 15.2 | % |
Boston, MA Area | | 3 | | 915 | | 8,550 | | — | | 8,550 | | 7.0 | % | 8,630 | | — | | 8,630 | | 7.4 | % | (0.9 | )% | (0.9 | )% |
Dallas / Ft. Worth Area | | 7 | | 1,518 | | 5,819 | | — | | 5,819 | | 4.8 | % | 5,943 | | — | | 5,943 | | 5.1 | % | (2.1 | )% | (2.1 | )% |
Houston, TX Area | | 3 | | 692 | | 2,278 | | — | | 2,278 | | 1.9 | % | 3,032 | | — | | 3,032 | | 2.6 | % | (24.9 | )% | (24.9 | )% |
Los Angeles, CA Metro Area | | 8 | | 1,900 | | 8,214 | | — | | 8,214 | | 6.7 | % | 5,538 | | — | | 5,538 | | 4.8 | % | 48.3 | % | 48.3 | % |
Miami, FL Metro Area | | 3 | | 587 | | 1,103 | | — | | 1,103 | | 0.9 | % | 1,167 | | — | | 1,167 | | 1.0 | % | (5.5 | )% | (5.5 | )% |
Minneapolis - St. Paul, MN-WI Area | | 4 | | 809 | | 5,881 | | — | | 5,881 | | 4.8 | % | 3,218 | | 1,961 | | 5,179 | | 4.5 | % | 82.8 | % | 13.6 | % |
Nashville, TN Area | | 1 | | 673 | | 6,138 | | — | | 6,138 | | 5.0 | % | 5,245 | | — | | 5,245 | | 4.5 | % | 17.0 | % | 17.0 | % |
New York / New Jersey Metro Area | | 6 | | 1,741 | | 7,927 | | 3 | | 7,930 | | 6.5 | % | 8,280 | | (537 | ) | 7,743 | | 6.7 | % | (4.3 | )% | 2.4 | % |
Orlando, FL Area | | 3 | | 734 | | 1,591 | | — | | 1,591 | | 1.3 | % | 2,818 | | (1,042 | ) | 1,776 | | 1.5 | % | (43.5 | )% | (10.4 | )% |
Philadelphia, PA Area | | 3 | | 648 | | 2,645 | | — | | 2,645 | | 2.2 | % | 2,009 | | — | | 2,009 | | 1.7 | % | 31.7 | % | 31.7 | % |
San Diego, CA Area | | 2 | | 410 | | 2,158 | | — | | 2,158 | | 1.8 | % | 2,031 | | — | | 2,031 | | 1.7 | % | 6.3 | % | 6.3 | % |
San Francisco - Oakland, CA Metro Area | | 6 | | 1,368 | | 9,354 | | — | | 9,354 | | 7.7 | % | 9,086 | | — | | 9,086 | | 7.8 | % | 2.9 | % | 2.9 | % |
Tampa, FL Area | | 3 | | 680 | | 1,763 | | — | | 1,763 | | 1.4 | % | 1,316 | | — | | 1,316 | | 1.1 | % | 34.0 | % | 34.0 | % |
Washington DC - MD - VA Area | | 10 | | 2,466 | | 10,710 | | — | | 10,710 | | 8.8 | % | 9,860 | | — | | 9,860 | | 8.5 | % | 8.6 | % | 8.6 | % |
Other Areas | | 54 | | 9,395 | | 39,156 | | (287 | ) | 38,869 | | 31.9 | % | 40,229 | | (143 | ) | 40,086 | | 34.4 | % | (2.7 | )% | (3.0 | )% |
Total Portfolio | | 126 | | 26,456 | | $ | 121,975 | | $ | (276 | ) | $ | 121,699 | | 100.0 | % | $ | 115,903 | | $ | 288 | | $ | 116,191 | | 100.0 | % | 5.2 | % | 4.7 | % |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.
(a) Management fee expense was adjusted to reflect current contractual rates.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
(4) See Exhibit 1 for reconciliation of net income (loss) to hotel EBITDA.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
HOTEL REVPAR BY MARKET
(unaudited)
| | | | | | Nine Months Ended September 30, | |
| | Number of | | Number of | | Actual | | Non- comparable adjustments | | Comparable | | Actual | | Non-comparable adjustments | | Comparable | | Actual | | Comparable | |
Region | | Hotels | | Rooms | | 2016 | | 2016 | | 2016 | | 2015 | | 2015 | | 2015 | | % Variance | | % Variance | |
| | | | | | | | | | | | | | | | | | | | | |
Atlanta, GA Area | | 10 | | 1,920 | | $ | 119.68 | | $ | (98.79 | ) | $ | 120.59 | | $ | 111.11 | | $ | 137.98 | | $ | 116.25 | | 7.7 | % | 3.7 | % |
Boston, MA Area | | 3 | | 915 | | 171.23 | | — | | 171.23 | | 202.50 | | 101.12 | | 169.95 | | (15.4 | )% | 0.8 | % |
Dallas / Ft. Worth Area | | 7 | | 1,518 | | 113.41 | | — | | 113.41 | | 109.77 | | 115.68 | | 110.22 | | 3.3 | % | 2.9 | % |
Houston, TX Area | | 3 | | 692 | | 104.06 | | — | | 104.06 | | 115.49 | | 115.98 | | 115.54 | | (9.9 | )% | (9.9 | )% |
Los Angeles, CA Metro Area | | 8 | | 1,900 | | 128.49 | | — | | 128.49 | | 109.37 | | 119.82 | | 109.90 | | 17.5 | % | 16.9 | % |
Miami, FL Metro Area | | 3 | | 587 | | 133.43 | | — | | 133.43 | | 129.61 | | — | | 129.61 | | 2.9 | % | 2.9 | % |
Minneapolis - St. Paul, MN-WI Area | | 4 | | 809 | | 132.50 | | — | | 132.50 | | 106.77 | | 169.32 | | 127.92 | | 24.1 | % | 3.6 | % |
Nashville, TN Area | | 1 | | 673 | | 202.65 | | — | | 202.65 | | 185.49 | | 149.75 | | 177.12 | | 9.2 | % | 14.4 | % |
New York / New Jersey Metro Area | | 6 | | 1,741 | | 113.60 | | (85.36 | ) | 114.91 | | 114.36 | | 64.92 | | 110.79 | | (0.7 | )% | 3.7 | % |
Orlando, FL Area | | 3 | | 734 | | 99.67 | | (91.88 | ) | 106.14 | | 92.05 | | (81.08 | ) | 108.50 | | 8.3 | % | (2.2 | )% |
Philadelphia, PA Area | | 3 | | 648 | | 106.99 | | — | | 106.99 | | 96.29 | | — | | 96.29 | | 11.1 | % | 11.1 | % |
San Diego, CA Area | | 2 | | 410 | | 123.42 | | — | | 123.42 | | 117.10 | | — | | 117.10 | | 5.4 | % | 5.4 | % |
San Francisco - Oakland, CA Metro Area | | 6 | | 1,368 | | 155.93 | | — | | 155.93 | | 149.64 | | — | | 149.64 | | 4.2 | % | 4.2 | % |
Tampa, FL Area | | 3 | | 680 | | 115.79 | | — | | 115.79 | | 103.24 | | 122.12 | | 105.50 | | 12.2 | % | 9.8 | % |
Washington DC - MD - VA Area | | 10 | | 2,466 | | 132.96 | | — | | 132.96 | | 133.38 | | 91.86 | | 130.92 | | (0.3 | )% | 1.6 | % |
Other Areas | | 54 | | 9,395 | | 110.03 | | (126.59 | ) | 109.84 | | 110.12 | | 98.27 | | 108.36 | | (0.1 | )% | 1.4 | % |
Total Portfolio | | 126 | | 26,456 | | $ | 121.92 | | $ | (96.26 | ) | $ | 122.78 | | $ | 117.51 | | $ | 129.92 | | $ | 118.46 | | 3.8 | % | 3.6 | % |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
HOTEL EBITDA BY MARKET
(unaudited)
| | | | | | Nine Months Ended September 30, | |
| | Number of | | Number of | | Actual | | Non- comparable adjustments | | Comparable | | | | Actual | | Non-comparable adjustments | | Comparable | | | | Actual | | Comparable | |
Region | | Hotels | | Rooms | | 2016 | | 2016 | | 2016 | | % of Total | | 2015 | | 2015 | | 2015 | | % of Total | | % Variance | | % Variance | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Atlanta, GA Area | | 10 | | 1,920 | | $ | 25,397 | | $ | (646 | ) | $ | 24,751 | | 6.6 | % | $ | 17,219 | | $ | 4,676 | | $ | 21,895 | | 6.1 | % | 47.5 | % | 13.0 | % |
Boston, MA Area | | 3 | | 915 | | 19,711 | | — | | 19,711 | | 5.2 | % | 17,372 | | 2,445 | | 19,817 | | 5.6 | % | 13.5 | % | (0.5 | )% |
Dallas / Ft. Worth Area | | 7 | | 1,518 | | 20,228 | | — | | 20,228 | | 5.4 | % | 17,878 | | 1,946 | | 19,824 | | 5.6 | % | 13.1 | % | 2.0 | % |
Houston, TX Area | | 3 | | 692 | | 8,839 | | — | | 8,839 | | 2.4 | % | 9,141 | | 1,403 | | 10,544 | | 3.0 | % | (3.3 | )% | (16.2 | )% |
Los Angeles, CA Metro Area | | 8 | | 1,900 | | 28,433 | | — | | 28,433 | | 7.6 | % | 21,540 | | 1,427 | | 22,967 | | 6.4 | % | 32.0 | % | 23.8 | % |
Miami, FL Metro Area | | 3 | | 587 | | 9,334 | | — | | 9,334 | | 2.5 | % | 8,905 | | — | | 8,905 | | 2.5 | % | 4.8 | % | 4.8 | % |
Minneapolis - St. Paul, MN-WI Area | | 4 | | 809 | | 13,047 | | — | | 13,047 | | 3.5 | % | 7,105 | | 5,037 | | 12,142 | | 3.4 | % | 83.6 | % | 7.5 | % |
Nashville, TN Area | | 1 | | 673 | | 19,728 | | — | | 19,728 | | 5.2 | % | 13,064 | | 2,975 | | 16,039 | | 4.5 | % | 51.0 | % | 23.0 | % |
New York / New Jersey Metro Area | | 6 | | 1,741 | | 23,806 | | (756 | ) | 23,050 | | 6.1 | % | 22,505 | | 161 | | 22,666 | | 6.4 | % | 5.8 | % | 1.7 | % |
Orlando, FL Area | | 3 | | 734 | | 13,036 | | (5,624 | ) | 7,412 | | 2.0 | % | 15,443 | | (7,598 | ) | 7,845 | | 2.2 | % | (15.6 | )% | (5.5 | )% |
Philadelphia, PA Area | | 3 | | 648 | | 6,514 | | — | | 6,514 | | 1.7 | % | 5,315 | | — | | 5,315 | | 1.5 | % | 22.6 | % | 22.6 | % |
San Diego, CA Area | | 2 | | 410 | | 5,868 | | — | | 5,868 | | 1.6 | % | 5,289 | | — | | 5,289 | | 1.5 | % | 10.9 | % | 10.9 | % |
San Francisco - Oakland, CA Metro Area | | 6 | | 1,368 | | 26,655 | | — | | 26,655 | | 7.1 | % | 24,878 | | — | | 24,878 | | 7.0 | % | 7.1 | % | 7.1 | % |
Tampa, FL Area | | 3 | | 680 | | 9,242 | | — | | 9,242 | | 2.5 | % | 6,671 | | 1,262 | | 7,933 | | 2.2 | % | 38.5 | % | 16.5 | % |
Washington DC - MD - VA Area | | 10 | | 2,466 | | 36,831 | | — | | 36,831 | | 9.8 | % | 34,487 | | 1,123 | | 35,610 | | 10.0 | % | 6.8 | % | 3.4 | % |
Other Areas | | 54 | | 9,395 | | 117,706 | | (1,558 | ) | 116,148 | | 30.9 | % | 100,755 | | 13,765 | | 114,520 | | 32.2 | % | 16.8 | % | 1.4 | % |
Total Portfolio | | 126 | | 26,456 | | $ | 384,375 | | $ | (8,584 | ) | $ | 375,791 | | 100.0 | % | $ | 327,567 | | $ | 28,622 | | $ | 356,189 | | 100.0 | % | 17.3 | % | 5.5 | % |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.
(a) Management fee expense was adjusted to reflect current contractual rates.
(3) The above information does not reflect the operations of Orlando WorldQuest Resort.
(4) See Exhibit 1 for reconciliation of net income (loss) to hotel EBITDA.
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
TOTAL ENTERPRISE VALUE
September 30, 2016
(in thousands except share price)
(unaudited)
| | September 30, | |
| | 2016 | |
End of quarter common shares outstanding | | 96,179 | |
Partnership units outstanding (common share equivalents)* | | 20,586 | |
Combined common shares and partnership units outstanding | | 116,765 | |
Common stock price at quarter end | | $ | 5.89 | |
Market capitalization at quarter end | | $ | 687,744 | |
Series A preferred stock | | $ | 41,430 | |
Series D preferred stock | | $ | 236,718 | |
Series F preferred stock | | $ | 120,000 | |
Debt on balance sheet date | | $ | 3,764,963 | |
Joint venture partner’s share of consolidated debt | | $ | (2,071 | ) |
Net working capital (see below) | | $ | (400,805 | ) |
Total enterprise value (TEV) | | $ | 4,447,979 | |
| | | |
Ashford Inc. Investment: | | | |
Common stock owned at end of quarter | | 598 | |
Common stock price at quarter end | | $ | 47.65 | |
Market value of Ashford Inc. investment | | $ | 28,502 | |
| | | |
Cash and cash equivalents | | $ | 256,697 | |
Restricted cash | | $ | 150,883 | |
Accounts receivable, net | | $ | 61,519 | |
Prepaid expenses | | $ | 23,441 | |
Investment in securities investment fund | | $ | 52,675 | |
Due from affiliates, net | | $ | (10,983 | ) |
Due from third-party hotel managers, net | | $ | 12,968 | |
Market value of Ashford Inc. investment | | $ | 28,502 | |
Total current assets | | $ | 575,702 | |
| | | |
Accounts payable, net & accrued expenses | | $ | 152,350 | |
Dividends payable | | 22,547 | |
Total current liabilities | | $ | 174,897 | |
| | | |
Net working capital** | | $ | 400,805 | |
* Total units outstanding = 21.70 million; impacted by current conversion factor.
** Includes the Company’s pro rata share of net working capital in joint ventures.
Ashford Hospitality Trust, Inc. and Subsidiaries
Anticipated Capital Expenditures Calendar (a)
| | | | 2016 | |
| | | | 1st Quarter | | 2nd Quarter | | 3rd Quarter | | 4th Quarter | |
| | Rooms | | Actual | | Actual | | Actual | | Estimated | |
Embassy Suites Austin | | 150 | | x | | x | | x | | | |
Hilton Garden Inn Austin | | 254 | | x | | x | | x | | | |
SpringHill Suites Jacksonville | | 102 | | x | | x | | x | | | |
Courtyard Boston Billerica | | 210 | | x | | x | | | | | |
Courtyard Irvine Foothill Ranch | | 156 | | x | | x | | | | | |
Residence Inn Fairfax | | 159 | | x | | x | | | | | |
SpringHill Suites Gaithersburg | | 162 | | x | | x | | | | | |
The Ashton | | 39 | | x | | x | | | | | |
Towneplace Suites Manhattan Beach | | 144 | | x | | x | | | | | |
Embassy Suites Houston | | 150 | | x | | | | x | | x | |
The Churchill | | 173 | | x | | | | x | | x | |
Courtyard Oakland Airport | | 156 | | x | | | | | | | |
Hilton Santa Fe | | 158 | | x | | | | | | | |
Renaissance Nashville | | 673 | | x | | | | | | | |
Westin Princeton | | 296 | | x | | | | | | | |
Embassy Suites Dallas | | 150 | | | | x | | x | | x | |
Embassy Suites Las Vegas | | 220 | | | | x | | x | | x | |
Marriott Dallas Market Center | | 265 | | | | x | | x | | x | |
Courtyard Bloomington | | 117 | | | | x | | x | | | |
Embassy Suites Orlando | | 174 | | | | x | | x | | | |
Hampton Inn Lawrenceville | | 85 | | | | x | | x | | | |
Hyatt Regency Coral Gables | | 253 | | | | x | | x | | | |
Embassy Suites Philadelphia | | 263 | | | | x | | | | | |
Courtyard Ft. Lauderdale | | 174 | | | | | | x | | x | |
Crowne Plaza Annapolis | | 196 | | | | | | x | | x | |
Embassy Suites Dulles | | 150 | | | | | | x | | x | |
Le Pavillon New Orleans | | 226 | | | | | | x | | x | |
Marriott Crystal Gateway | | 697 | | | | | | x | | x | |
Marriott San Antonio Plaza | | 251 | | | | | | x | | x | |
Courtyard Basking Ridge | | 235 | | | | | | | | x | |
Courtyard Columbus | | 90 | | | | | | | | x | |
Hampton Inn Parsippany | | 152 | | | | | | | | x | |
Hilton Boston Back Bay | | 390 | | | | | | | | x | |
Hilton Garden Inn Virginia Beach | | 176 | | | | | | | | x | |
Hilton St. Petersburg | | 333 | | | | | | | | x | |
Hyatt Regency Savannah | | 351 | | | | | | | | x | |
Marriott Omaha | | 300 | | | | | | | | x | |
(a) Only hotels which have had or are expected to have significant capital expenditures that could result in displacement in 2016 are included in this table.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO HOTEL EBITDA
(in thousands)
(unaudited)
| | 2016 | | 2016 | | 2016 | | 2015 | | September 30, 2016 | |
| | 3rd Quarter | | 2nd Quarter | | 1st Quarter | | 4th Quarter | | TTM | |
| | | | | | | | | | | |
Net income | | $ | 55,743 | | $ | 106,459 | | $ | 53,017 | | $ | 43,305 | | $ | 258,524 | |
Income from consolidated entities attributable to noncontrolling interests | | (45 | ) | (35 | ) | 9 | | (8 | ) | (79 | ) |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | |
Net income attributable to the Company | | 55,698 | | 106,424 | | 53,026 | | 43,297 | | 258,445 | |
Non-property adjustments | | 3,591 | | (23,094 | ) | 114 | | — | | (19,389 | ) |
Interest Income | | (11 | ) | (12 | ) | (11 | ) | (9 | ) | (43 | ) |
Interest expense | | 479 | | 469 | | 467 | | 456 | | 1,871 | |
Amortization of loan cost | | 121 | | 119 | | 118 | | 116 | | 474 | |
Depreciation and amortization | | 60,020 | | 59,922 | | 61,978 | | 60,996 | | 242,916 | |
Income tax expense | | 15 | | 19 | | 26 | | 118 | | 178 | |
Non-Hotel EBITDA ownership expense | | 2,017 | | 1,421 | | 1,387 | | 1,909 | | 6,734 | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | 45 | | 35 | | (9 | ) | 8 | | 79 | |
| | | | | | | | | | | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 121,975 | | 145,303 | | 117,096 | | 106,891 | | 491,265 | |
| | | | | | | | | | | |
Non-comparable adjustments | | (276 | ) | (2,496 | ) | (5,812 | ) | (3,381 | ) | (11,965 | ) |
Comparable Hotel EBITDA | | $ | 121,699 | | $ | 142,807 | | $ | 111,284 | | $ | 103,510 | | $ | 479,300 | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016,were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition.Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Three months Ended September 30, 2016 | |
| | Hotel Properties Not Under Renovation | | Hotel Properties Under Renovation | | Hotel Total | | Orlando WorldQuest Resort | | Corporate / Allocated | | Ashford Hospitality Trust Inc. | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | 53,631 | | $ | 2,112 | | $ | 55,743 | | $ | 241 | | $ | (81,122 | ) | $ | (25,138 | ) |
Income from consolidated entities attributable to noncontrolling interests | | (45 | ) | — | | (45 | ) | — | | 29 | | (16 | ) |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | 4,151 | | 4,151 | |
Net income (loss) attributable to the Company | | 53,586 | | 2,112 | | 55,698 | | 241 | | (76,942 | ) | (21,003 | ) |
Non-property adjustments | | 3,591 | | — | | 3,591 | | — | | (3,591 | ) | — | |
Interest income | | (11 | ) | — | | (11 | ) | — | | (81 | ) | (92 | ) |
Interest expense | | 479 | | — | | 479 | | — | | 49,634 | | 50,113 | |
Amortization of loan cost | | 121 | | — | | 121 | | — | | 5,528 | | 5,649 | |
Depreciation and amortization | | 50,980 | | 9,040 | | 60,020 | | 101 | | 49 | | 60,170 | |
Income tax expense (benefit) | | 15 | | — | | 15 | | — | | (31 | ) | (16 | ) |
Non-Hotel EBITDA ownership expense | | 1,749 | | 268 | | 2,017 | | 51 | | (2,068 | ) | — | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | 45 | | — | | 45 | | — | | (45 | ) | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 110,555 | | 11,420 | | 121,975 | | 393 | | (27,547 | ) | 94,821 | |
Less: EBITDA adjustments attributable to non-controlling interest | | (69 | ) | — | | (69 | ) | — | | (23 | ) | (92 | ) |
Income from consolidated entities attributable to noncontrolling interests | | (45 | ) | — | | (45 | ) | — | | 45 | | — | |
Net income (loss) attributable to redeemable noncontrolling interest in operating partnership | | — | | — | | — | | — | | (4,151 | ) | (4,151 | ) |
Equity in loss of unconsolidated entities | | — | | — | | — | | — | | 85 | | 85 | |
Company’s portion of EBITDA of Ashford Inc. | | — | | — | | — | | — | | 165 | | 165 | |
Company’s portion of EBITDA of Ashford Prime | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 110,441 | | $ | 11,420 | | $ | 121,861 | | $ | 393 | | $ | (31,426 | ) | $ | 90,828 | |
| | | | | | | | | | | | | |
Non-comparable adjustments | | (276 | ) | — | | (276 | ) | | | | | | |
Comparable Hotel EBITDA | | $ | 110,279 | | $ | 11,420 | | $ | 121,699 | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Three months Ended June 30, 2016 | |
| | Hotel Properties Not Under Renovation | | Hotel Properties Under Renovation | | Hotel Total | | Orlando WorldQuest Resort | | Corporate / Allocated | | Ashford Hospitality Trust Inc. | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | 95,541 | | $ | 10,918 | | $ | 106,459 | | $ | 383 | | $ | (71,707 | ) | $ | 35,135 | |
Income from consolidated entities attributable to noncontrolling interests | | (35 | ) | — | | (35 | ) | — | | 29 | | (6 | ) |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | (4,376 | ) | (4,376 | ) |
Net income (loss) attributable to the Company | | 95,506 | | 10,918 | | 106,424 | | 383 | | (76,054 | ) | 30,753 | |
Non-property adjustments | | (23,094 | ) | — | | (23,094 | ) | — | | 23,094 | | — | |
Interest income | | (11 | ) | (1 | ) | (12 | ) | — | | (62 | ) | (74 | ) |
Interest expense | | 469 | | — | | 469 | | — | | 49,820 | | 50,289 | |
Amortization of loan cost | | 119 | | — | | 119 | | — | | 6,054 | | 6,173 | |
Depreciation and amortization | | 51,852 | | 8,070 | | 59,922 | | 109 | | 48 | | 60,079 | |
Income tax expense (benefit) | | 19 | | — | | 19 | | — | | 584 | | 603 | |
Non-Hotel EBITDA ownership expense | | 1,510 | | (89 | ) | 1,421 | | 2 | | (1,423 | ) | — | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | 35 | | — | | 35 | | — | | (35 | ) | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 126,405 | | 18,898 | | 145,303 | | 494 | | 2,026 | | 147,823 | |
Less: EBITDA adjustments attributable to non-controlling interest | | (65 | ) | — | | (65 | ) | — | | (28 | ) | (93 | ) |
Income from consolidated entities attributable to noncontrolling interests | | (35 | ) | — | | (35 | ) | — | | 39 | | 4 | |
Net income (loss) attributable to redeemable noncontrolling interest in operating partnership | | — | | — | | — | | — | | 4,376 | | 4,376 | |
Equity in loss of unconsolidated entities | | — | | — | | — | | — | | 355 | | 355 | |
Company’s portion of EBITDA of Ashford Inc. | | — | | — | | — | | — | | (487 | ) | (487 | ) |
Company’s portion of EBITDA of Ashford Prime | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 126,305 | | $ | 18,898 | | $ | 145,203 | | $ | 494 | | $ | 6,281 | | $ | 151,978 | |
| | | | | | | | | | | | | |
Non-comparable adjustments | | (2,496 | ) | — | | (2,496 | ) | | | | | | |
Comparable Hotel EBITDA | | $ | 123,909 | | $ | 18,898 | | $ | 142,807 | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company's operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Three months Ended March 31, 2016 | |
| | Hotel Properties Not Under Renovation | | Hotel Properties Under Renovation | | Hotel Total | | Orlando WorldQuest Resort | | Corporate / Allocated | | Ashford Hospitality Trust Inc. | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | 42,456 | | $ | 10,561 | | $ | 53,017 | | $ | 447 | | $ | (65,603 | ) | $ | (12,139 | ) |
Income from consolidated entities attributable to noncontrolling interests | | 9 | | — | | 9 | | — | | 29 | | 38 | |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | 2,112 | | 2,112 | |
Net income (loss) attributable to the Company | | 42,465 | | 10,561 | | 53,026 | | 447 | | (63,462 | ) | (9,989 | ) |
Non-property adjustments | | — | | 114 | | 114 | | — | | (114 | ) | — | |
Interest income | | (9 | ) | (2 | ) | (11 | ) | — | | (52 | ) | (63 | ) |
Interest expense | | 467 | | — | | 467 | | — | | 49,298 | | 49,765 | |
Amortization of loan cost | | 118 | | — | | 118 | | — | | 6,060 | | 6,178 | |
Depreciation and amortization | | 54,332 | | 7,646 | | 61,978 | | 135 | | 49 | | 62,162 | |
Income tax expense (benefit) | | 26 | | — | | 26 | | — | | 603 | | 629 | |
Non-Hotel EBITDA ownership expense | | 1,333 | | 54 | | 1,387 | | (1 | ) | (1,386 | ) | — | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | (9 | ) | — | | (9 | ) | — | | 9 | | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 98,723 | | 18,373 | | 117,096 | | 581 | | (8,995 | ) | 108,682 | |
Less: EBITDA adjustments attributable to non-controlling interest | | (65 | ) | — | | (65 | ) | — | | (30 | ) | (95 | ) |
Income from consolidated entities attributable to noncontrolling interests | | 9 | | — | | 9 | | — | | (5 | ) | 4 | |
Net income (loss) attributable to redeemable noncontrolling interest in operating partnership | | — | | — | | — | | — | | (2,112 | ) | (2,112 | ) |
Equity in loss of unconsolidated entities | | — | | — | | — | | — | | 519 | | 519 | |
Company’s portion of EBITDA of Ashford Inc. | | — | | — | | — | | — | | 115 | | 115 | |
Company’s portion of EBITDA of Ashford Prime | | — | | — | | — | | — | | — | | — | |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 98,667 | | $ | 18,373 | | $ | 117,040 | | $ | 581 | | $ | (10,508 | ) | $ | 107,113 | |
| | | | | | | | | | | | | |
Non-comparable adjustments | | (5,812 | ) | — | | (5,812 | ) | | | | | | |
Comparable Hotel EBITDA | | $ | 92,911 | | $ | 18,373 | | $ | 111,284 | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Three months Ended December 31, 2015 | |
| | Hotel Properties Not Under Renovation | | Hotel Properties Under Renovation | | Hotel Total | | Orlando WorldQuest Resort | | Corporate / Allocated | | Ashford Hospitality Trust Inc. | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | 35,501 | | $ | 7,804 | | $ | 43,305 | | $ | 108 | | $ | (69,540 | ) | $ | (26,127 | ) |
Income from consolidated entities attributable to noncontrolling interests | | (8 | ) | — | | (8 | ) | — | | 30 | | 22 | |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | 4,113 | | 4,113 | |
Net income (loss) attributable to the Company | | 35,493 | | 7,804 | | 43,297 | | 108 | | (65,397 | ) | (21,992 | ) |
Non-property adjustments | | — | | — | | — | | — | | — | | — | |
Interest income | | (7 | ) | (2 | ) | (9 | ) | — | | (14 | ) | (23 | ) |
Interest expense | | 456 | | — | | 456 | | — | | 47,296 | | 47,752 | |
Amortization of loan cost | | 116 | | — | | 116 | | — | | 5,657 | | 5,773 | |
Depreciation and amortization | | 54,002 | | 6,994 | | 60,996 | | 145 | | 48 | | 61,189 | |
Income tax expense (benefit) | | 118 | | — | | 118 | | — | | (43 | ) | 75 | |
Non-Hotel EBITDA ownership expense | | 1,759 | | 150 | | 1,909 | | (1 | ) | (1,908 | ) | — | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | 8 | | — | | 8 | | — | | (8 | ) | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 91,945 | | 14,946 | | 106,891 | | 252 | | (14,369 | ) | 92,774 | |
Less: EBITDA adjustments attributable to non-controlling interest | | (65 | ) | — | | (65 | ) | — | | (24 | ) | (89 | ) |
(Income) loss from consolidated entities attributable to noncontrolling interests | | (8 | ) | — | | (8 | ) | | | 8 | | — | |
Net income (loss) attributable to redeemable noncontrolling interest in operating partnership | | — | | — | | — | | — | | (4,113 | ) | (4,113 | ) |
Equity in loss of unconsolidated entities | | — | | — | | — | | — | | (759 | ) | (759 | ) |
Company’s portion of EBITDA of Ashford Inc. | | — | | — | | — | | — | | 846 | | 846 | |
Company’s portion of EBITDA of Ashford Prime | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 91,872 | | $ | 14,946 | | $ | 106,818 | | $ | 252 | | $ | (18,411 | ) | $ | 88,659 | |
| | | | | | | | | | | | | |
Non-comparable adjustments | | (3,381 | ) | — | | (3,381 | ) | | | | | | |
Comparable Hotel EBITDA | | $ | 88,564 | | $ | 14,946 | | $ | 103,510 | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Three months Ended September 30, 2015 | |
| | Hotel Properties Not Under Renovation | | Hotel Properties Under Renovation | | Hotel Total | | Orlando WorldQuest Resort | | Corporate / Allocated | | Ashford Hospitality Trust Inc. | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | 48,862 | | $ | 6,234 | | $ | 55,096 | | $ | 220 | | $ | (74,827 | ) | $ | (19,511 | ) |
Income from consolidated entities attributable to noncontrolling interests | | (33 | ) | — | | (33 | ) | — | | 30 | | (3 | ) |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | 3,193 | | 3,193 | |
Net income (loss) attributable to the Company | | 48,829 | | 6,234 | | 55,063 | | 220 | | (71,604 | ) | (16,321 | ) |
Non-property adjustments | | — | | — | | — | | — | | — | | — | |
Interest income | | (9 | ) | (1 | ) | (10 | ) | — | | (11 | ) | (21 | ) |
Interest expense | | 455 | | — | | 455 | | — | | 46,112 | | 46,567 | |
Amortization of loan cost | | 114 | | — | | 114 | | — | | 5,178 | | 5,292 | |
Depreciation and amortization | | 52,020 | | 6,532 | | 58,552 | | 139 | | 50 | | 58,741 | |
Income tax expense (benefit) | | 60 | | — | | 60 | | — | | 1,661 | | 1,721 | |
Non-Hotel EBITDA ownership expense | | 1,692 | | (56 | ) | 1,636 | | 5 | | (1,641 | ) | — | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | 33 | | — | | 33 | | — | | (33 | ) | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 103,194 | | 12,709 | | 115,903 | | 364 | | (20,288 | ) | 95,979 | |
Less: EBITDA adjustments attributable to non-controlling interest | | (69 | ) | — | | (69 | ) | — | | (20 | ) | (89 | ) |
(Income) loss from consolidated entities attributable to noncontrolling interests | | (33 | ) | — | | (33 | ) | | | 33 | | — | |
Net income (loss) attributable to redeemable noncontrolling interest in operating partnership | | — | | — | | — | | — | | (3,193 | ) | (3,193 | ) |
Equity in loss of unconsolidated entities | | — | | — | | — | | — | | 437 | | 437 | |
Company’s portion of EBITDA of Ashford Inc. | | — | | — | | — | | — | | 680 | | 680 | |
Company’s portion of EBITDA of Ashford Prime | | — | | — | | — | | — | | 509 | | 509 | |
| | | | | | | | | | | | | |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 103,092 | | $ | 12,709 | | $ | 115,801 | | $ | 364 | | $ | (21,842 | ) | $ | 94,323 | |
| | | | | | | | | | | | | |
Non-comparable adjustments | | 288 | | — | | 288 | | | | | | | |
Comparable Hotel EBITDA | | $ | 103,482 | | $ | 12,709 | | $ | 116,191 | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Nine months Ended September 30, 2016 | |
| | Hotel Properties Not Under Renovation | | Hotel Properties Under Renovation | | Hotel Total | | Orlando WorldQuest Resort | | Corporate / Allocated | | Ashford Hospitality Trust Inc. | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | 191,628 | | $ | 23,592 | | $ | 215,220 | | $ | 1,071 | | $ | (218,433 | ) | $ | (2,142 | ) |
Income from consolidated entities attributable to noncontrolling interests | | (72 | ) | — | | (72 | ) | — | | 88 | | 16 | |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | 1,887 | | 1,887 | |
Net income (loss) attributable to the Company | | 191,556 | | 23,592 | | 215,148 | | 1,071 | | (216,458 | ) | (239 | ) |
Non-property adjustments | | (19,503 | ) | 114 | | (19,389 | ) | — | | 19,389 | | — | |
Interest income | | (32 | ) | (3 | ) | (35 | ) | — | | (194 | ) | (229 | ) |
Interest expense | | 1,414 | | — | | 1,414 | | — | | 148,753 | | 150,167 | |
Amortization of loan cost | | 359 | | — | | 359 | | — | | 17,641 | | 18,000 | |
Depreciation and amortization | | 157,164 | | 24,756 | | 181,920 | | 346 | | 145 | | 182,411 | |
Income tax expense (benefit) | | 60 | | — | | 60 | | — | | 1,156 | | 1,216 | |
Non-Hotel EBITDA ownership expense | | 4,593 | | 233 | | 4,826 | | 55 | | (4,881 | ) | — | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | 72 | | — | | 72 | | — | | (72 | ) | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 335,683 | | 48,692 | | 384,375 | | 1,472 | | (34,521 | ) | 351,326 | |
Less: EBITDA adjustments attributable to non-controlling interest | | (198 | ) | — | | (198 | ) | — | | (75 | ) | (273 | ) |
Income from consolidated entities attributable to noncontrolling interests | | (72 | ) | — | | (72 | ) | — | | 72 | | — | |
Net income (loss) attributable to redeemable noncontrolling interest in operating partnership | | — | | — | | — | | — | | (1,887 | ) | (1,887 | ) |
Equity in loss of unconsolidated entities | | — | | — | | — | | — | | 959 | | 959 | |
Company’s portion of EBITDA of Ashford Inc. | | — | | — | | — | | — | | (207 | ) | (207 | ) |
Company’s portion of EBITDA of Ashford Prime | | — | | — | | — | | — | | — | | — | |
Company’s portion of EBITDA of Highland JV | | — | | — | | — | | — | | — | | — | |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 335,413 | | $ | 48,692 | | $ | 384,105 | | $ | 1,472 | | $ | (35,659 | ) | $ | 349,918 | |
| | | | | | | | | | | | | |
Non-comparable adjustments | | (8,584 | ) | — | | (8,584 | ) | | | | | | |
Comparable Hotel EBITDA | | $ | 327,099 | | $ | 48,692 | | $ | 375,791 | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Nine months Ended September 30, 2015 | |
| | Hotel Properties Not Under Renovation | | Hotel Properties Under Renovation | | Hotel Total | | Orlando WorldQuest Resort | | Corporate / Allocated | | Ashford Hospitality Trust Inc. | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | 125,039 | | $ | 28,747 | | $ | 153,786 | | $ | 1,005 | | $ | 177,748 | | $ | 332,539 | |
Income from consolidated entities attributable to noncontrolling interests | | (82 | ) | — | | (82 | ) | — | | 90 | | 8 | |
Net loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | (39,616 | ) | (39,616 | ) |
Net income (loss) attributable to the Company | | 124,957 | | 28,747 | | 153,704 | | 1,005 | | 138,222 | | 292,931 | |
Non-property adjustments | | 21,079 | | — | | 21,079 | | — | | (21,079 | ) | — | |
Interest income | | (23 | ) | (2 | ) | (25 | ) | — | | (42 | ) | (67 | ) |
Interest expense | | 924 | | — | | 924 | | — | | 120,158 | | 121,082 | |
Amortization of loan cost | | 226 | | — | | 226 | | — | | 12,681 | | 12,907 | |
Depreciation and amortization | | 131,362 | | 17,291 | | 148,653 | | 419 | | 149 | | 149,221 | |
Income tax expense (benefit) | | 60 | | — | | 60 | | — | | 4,575 | | 4,635 | |
Non-Hotel EBITDA ownership expense | | 3,315 | | (451 | ) | 2,864 | | 7 | | (2,871 | ) | — | |
(Income) loss from consolidated entities attributable to noncontrolling interests | | 82 | | — | | 82 | | — | | (82 | ) | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 281,982 | | 45,585 | | 327,567 | | 1,431 | | 251,711 | | 580,709 | |
Less: EBITDA adjustments attributable to non-controlling interest | | (164 | ) | — | | (164 | ) | — | | (78 | ) | (242 | ) |
(Income) loss from consolidated entities attributable to noncontrolling interests | | (82 | ) | — | | (82 | ) | | | 82 | | — | |
Net income (loss) attributable to redeemable noncontrolling interest in operating partnership | | — | | — | | — | | — | | 39,616 | | 39,616 | |
Equity in loss of unconsolidated entities | | — | | — | | — | | — | | 4,204 | | 4,204 | |
Company’s portion of EBITDA of Ashford Inc. | | — | | — | | — | | — | | (13 | ) | (13 | ) |
Company’s portion of EBITDA of Ashford Prime | | — | | — | | — | | — | | 7,640 | | 7,640 | |
Company’s portion of EBITDA of Highland JV | | — | | — | | — | | — | | 11,982 | | 11,982 | |
Hotel EBITDA attributable to the Company and OP unitholders | | $ | 281,736 | | $ | 45,585 | | $ | 327,321 | | $ | 1,431 | | $ | 315,144 | | $ | 643,896 | |
| | | | | | | | | | | | | |
Non-comparable adjustments | | 23,954 | | 4,668 | | 28,622 | | | | | | | |
Comparable Hotel EBITDA | | $ | 305,936 | | $ | 50,253 | | $ | 356,189 | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Twelve Months Ended September 30, 2016 | |
| | Morgan Stanley Pool A - 7 hotels | | Morgan Stanley Pool B - 5 hotels | | JPM Chase - 1 hotel | | BAML Pool 1 & 2 - 8 hotels | | Morgan Stanley MIP - 5 hotels | | Cantor Commercial Real Estate - 1 hotel | | Column Financial - 24 hotels | | Wachovia 1 - 5 hotels | | Wachovia 2 - 7 hotels | | Wachovia 5 -5 hotels | | Wachovia 6 - 5 hotels | | JPM Lakeway - 1 hotel | | BAML Le Pavillon - 1 hotel | | US Bank Indigo Atlanta - 1 hotel | | Morgan Stanley - 8 hotels | | Morgan Stanley Ann Arbor - 1 hotel | | BAML W Atlanta - 1 hotel | | BAML Pool - 17 hotels | |
Net income (loss) | | $ | 20,040 | | $ | 2,302 | | $ | 5,321 | | $ | 23,721 | | $ | 11,573 | | $ | (437 | ) | $ | 49,729 | | $ | 10,582 | | $ | 9,937 | | $ | 28,927 | | $ | 9,400 | | $ | (102 | ) | $ | (195 | ) | $ | 577 | | $ | 1,918 | | $ | 2,225 | | $ | 1,934 | | $ | 22,477 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 20,040 | | 2,302 | | 5,321 | | 23,721 | | 11,573 | | (437 | ) | 49,729 | | 10,582 | | 9,937 | | 28,927 | | 9,400 | | (102 | ) | (195 | ) | 577 | | 1,918 | | 2,225 | | 1,934 | | 22,477 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (22,920 | ) | — | | — | | 114 | | — | | — | | — | | — | | — | |
Interest income | | (1 | ) | — | | — | | (16 | ) | — | | — | | — | | (1 | ) | (2 | ) | — | | (8 | ) | — | | — | | — | | — | | — | | — | | (6 | ) |
Interest expense | | — | | — | | — | | 4 | | — | | 1,807 | | — | | — | | — | | — | | — | | — | | — | | — | | 60 | | — | | — | | — | |
Amortization of loan cost | | — | | — | | — | | — | | — | | 474 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Depreciation and amortization | | 18,144 | | 4,345 | | 2,972 | | 20,349 | | 11,992 | | 1,840 | | 65,032 | | 6,696 | | 8,140 | | 4,097 | | 9,656 | | 2,224 | | 2,632 | | 1,327 | | 10,149 | | 1,820 | | 2,872 | | 24,365 | |
Income tax expense | | — | | 9 | | — | | — | | — | | — | | — | | 59 | | 24 | | — | | — | | — | | — | | — | | — | | — | | — | | 7 | |
Non-Hotel EBITDA ownership expense | | 383 | | 205 | | 89 | | 378 | | 355 | | 15 | | 1,899 | | 19 | | 13 | | 499 | | 215 | | 71 | | 279 | | 138 | | 416 | | 15 | | 131 | | 1,839 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 38,566 | | 6,861 | | 8,382 | | 44,436 | | 23,920 | | 3,699 | | 116,660 | | 17,355 | | 18,112 | | 10,603 | | 19,263 | | 2,193 | | 2,830 | | 2,042 | | 12,543 | | 4,060 | | 4,937 | | 48,682 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (10,603 | ) | — | | — | | — | | 99 | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 38,566 | | $ | 6,861 | | $ | 8,382 | | $ | 44,436 | | $ | 23,920 | | $ | 3,699 | | $ | 116,660 | | $ | 17,355 | | $ | 18,112 | | $ | — | | $ | 19,263 | | $ | 2,193 | | $ | 2,830 | | $ | 2,141 | | $ | 12,543 | | $ | 4,060 | | $ | 4,937 | | $ | 48,682 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Morgan Stanley Boston Back Bay - 1 hotel | | Morgan Stanley Princeton/ Nashville - 2 hotels | | NorthStar Gainesville - 1 hotel | | NorthStar HGI Wisconsin Dells - 1 hotel | | Omni American Bank Ashton - 1 hotel | | GACC Gateway - 1 hotel | | Deutsche Bank W Minneapolis - 1 hotel | | GACC Jacksonville RI - 1 hotel | | GACC Manchester RI - 1 hotel | | Key Bank Manchester CY - 1 hotel | | Morgan Stanley Pool C1 - 3 hotels | | Morgan Stanley Pool C2 - 2 hotels | | Morgan Stanley Pool C3 - 3 hotels | | BAML Pool 3 - 3 hotels | | BAML Pool 4 - 2 hotels | | BAML Pool 5 - 2 hotels | | Unencumbered hotels | | Total Portfolio | |
Net income (loss) | | $ | 8,561 | | $ | 17,368 | | $ | 2,946 | | $ | 751 | | $ | 598 | | $ | 10,121 | | $ | 2,977 | | $ | 574 | | $ | 432 | | $ | 174 | | $ | 5,781 | | $ | 1,857 | | $ | 2,417 | | $ | 4,696 | | $ | 2,102 | | $ | 1,978 | | $ | (4,738 | ) | $ | 258,524 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | (62 | ) | (18 | ) | — | | — | | — | | — | | — | | — | | 1 | | (79 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 8,561 | | 17,368 | | 2,946 | | 751 | | 598 | | 10,121 | | 2,977 | | 574 | | 370 | | 156 | | 5,781 | | 1,857 | | 2,417 | | 4,696 | | 2,102 | | 1,978 | | (4,737 | ) | 258,445 | |
Non-property adjustments | | — | | — | | (1,622 | ) | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 5,039 | | (19,389 | ) |
Interest income | | — | | — | | — | | — | | — | | (2 | ) | — | | — | | — | | — | | — | | — | | — | | (4 | ) | — | | — | | (3 | ) | (43 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 1,871 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 474 | |
Depreciation and amortization | | 5,712 | | 11,432 | | 909 | | 729 | | 410 | | 6,355 | | 2,922 | | 924 | | 879 | | 681 | | 2,610 | | 467 | | 1,178 | | 3,778 | | 1,424 | | 1,022 | | 2,832 | | 242,916 | |
Income tax expense | | — | | (4 | ) | — | | — | | — | | — | | — | | — | | — | | 83 | | — | | — | | — | | — | | — | | — | | — | | 178 | |
Non-Hotel EBITDA ownership expense | | 246 | | 75 | | 37 | | 122 | | 9 | | (1,198 | ) | 11 | | 126 | | 33 | | 8 | | 65 | | 46 | | 55 | | 61 | | 10 | | 14 | | 55 | | 6,734 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | 62 | | 18 | | — | | — | | — | | — | | — | | — | | (1 | ) | 79 | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 14,519 | | 28,871 | | 2,270 | | 1,602 | | 1,017 | | 15,276 | | 5,910 | | 1,624 | | 1,344 | | 946 | | 8,456 | | 2,370 | | 3,650 | | 8,531 | | 3,536 | | 3,014 | | 3,185 | | 491,265 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | (2,270 | ) | — | | — | | — | | 821 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (12 | ) | (11,965 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 14,519 | | $ | 28,871 | | $ | — | | $ | 1,602 | | $ | 1,017 | | $ | 15,276 | | $ | 6,731 | | $ | 1,624 | | $ | 1,344 | | $ | 946 | | $ | 8,456 | | $ | 2,370 | | $ | 3,650 | | $ | 8,531 | | $ | 3,536 | | $ | 3,014 | | $ | 3,173 | | $ | 479,300 | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a)��Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2016 | |
| | Morgan Stanley Pool A - 7 hotels | | Morgan Stanley Pool B - 5 hotels | | JPM Chase - 1 hotel | | BAML Pool 1 & 2 - 8 hotels | | Morgan Stanley MIP - 5 hotels | | Cantor Commercial Real Estate - 1 hotel | | Column Financial - 24 hotels | | Wachovia 1 - 5 hotels | | Wachovia 2 - 7 hotels | | Wachovia 5 -5 hotels | | Wachovia 6 - 5 hotels | | JPM Lakeway - 1 hotel | | BAML Le Pavillon - 1 hotel | | US Bank Indigo Atlanta - 1 hotel | | Morgan Stanley - 8 hotels | | Morgan Stanley Ann Arbor - 1 hotel | | BAML W Atlanta - 1 hotel | | BAML Pool - 17 hotels | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 4,574 | | $ | 794 | | $ | 1,735 | | $ | 6,679 | | $ | 4,976 | | $ | (265 | ) | $ | 10,833 | | $ | 2,586 | | $ | 2,792 | | $ | (120 | ) | $ | 2,311 | | $ | 552 | | $ | (723 | ) | $ | 247 | | $ | 716 | | $ | 761 | | $ | 675 | | $ | 4,542 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 4,574 | | 794 | | 1,735 | | 6,679 | | 4,976 | | (265 | ) | 10,833 | | 2,586 | | 2,792 | | (120 | ) | 2,311 | | 552 | | (723 | ) | 247 | | 716 | | 761 | | 675 | | 4,542 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 174 | | — | | — | | — | | — | | — | | — | | — | | — | |
Interest income | | — | | — | | — | | (4 | ) | — | | — | | — | | (1 | ) | (1 | ) | — | | (2 | ) | — | | — | | — | | — | | — | | — | | (2 | ) |
Interest expense | | — | | — | | — | | 1 | | — | | 463 | | — | | — | | — | | — | | — | | — | | — | | — | | 15 | | — | | — | | — | |
Amortization of loan cost | | — | | — | | — | | — | | — | | 121 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Depreciation and amortization | | 4,684 | | 1,217 | | 557 | | 5,166 | | 3,050 | | 466 | | 15,832 | | 1,656 | | 2,035 | | — | | 2,542 | | 583 | | 682 | | 348 | | 2,664 | | 468 | | 725 | | 6,379 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Non-Hotel EBITDA ownership expense | | 20 | | (24 | ) | 81 | | 40 | | 94 | | 4 | | 1,395 | | (16 | ) | 58 | | (64 | ) | (28 | ) | 19 | | 2 | | 3 | | 90 | | 12 | | 34 | | 266 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 9,278 | | 1,987 | | 2,373 | | 11,882 | | 8,120 | | 789 | | 28,060 | | 4,225 | | 4,884 | | (10 | ) | 4,823 | | 1,154 | | (39 | ) | 598 | | 3,485 | | 1,241 | | 1,434 | | 11,185 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 10 | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 9,278 | | $ | 1,987 | | $ | 2,373 | | $ | 11,882 | | $ | 8,120 | | $ | 789 | | $ | 28,060 | | $ | 4,225 | | $ | 4,884 | | $ | — | | $ | 4,823 | | $ | 1,154 | | $ | (39 | ) | $ | 598 | | $ | 3,485 | | $ | 1,241 | | $ | 1,434 | | $ | 11,185 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Morgan Stanley Boston Back Bay - 1 hotel | | Morgan Stanley Princeton/ Nashville - 2 hotels | | NorthStar Gainesville - 1 hotel | | NorthStar HGI Wisconsin Dells - 1 hotel | | Omni American Bank Ashton - 1 hotel | | GACC Gateway - 1 hotel | | Deutsche Bank W Minneapolis - 1 hotel | | GACC Jacksonville RI - 1 hotel | | GACC Manchester RI - 1 hotel | | Key Bank Manchester CY - 1 hotel | | Morgan Stanley Pool C1 - 3 hotels | | Morgan Stanley Pool C2 - 2 hotels | | Morgan Stanley Pool C3 - 3 hotels | | BAML Pool 3 - 3 hotels | | BAML Pool 4 - 2 hotels | | BAML Pool 5 - 2 hotels | | Unencumbered hotels | | Total Portfolio | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 3,356 | | $ | 4,015 | | $ | 1,843 | | $ | 497 | | $ | 69 | | $ | 1,612 | | $ | 1,641 | | $ | 82 | | $ | 191 | | $ | 129 | | $ | 798 | | $ | 586 | | $ | 681 | | $ | 875 | | $ | 192 | | $ | 462 | | $ | (4,951 | ) | $ | 55,743 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | (28 | ) | (17 | ) | — | | — | | — | | — | | — | | — | | — | | (45 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 3,356 | | 4,015 | | 1,843 | | 497 | | 69 | | 1,612 | | 1,641 | | 82 | | 163 | | 112 | | 798 | | 586 | | 681 | | 875 | | 192 | | 462 | | (4,951 | ) | 55,698 | |
Non-property adjustments | | — | | — | | (1,622 | ) | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 5,039 | | 3,591 | |
Interest income | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (1 | ) | — | | — | | — | | (11 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 479 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 121 | |
Depreciation and amortization | | 1,441 | | 2,843 | | 61 | | 199 | | 113 | | 1,832 | | 831 | | 228 | | 223 | | 171 | | 684 | | 109 | | 332 | | 953 | | — | | 238 | | 708 | | 60,020 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 15 | | — | | — | | — | | — | | — | | — | | — | | 15 | |
Non-Hotel EBITDA ownership expense | | 114 | | 54 | | 4 | | 30 | | 9 | | (332 | ) | 3 | | 54 | | 28 | | 2 | | 9 | | 6 | | 15 | | 7 | | (17 | ) | 6 | | 39 | | 2,017 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | 28 | | 17 | | — | | — | | — | | — | | — | | — | | — | | 45 | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 4,911 | | 6,912 | | 286 | | 726 | | 191 | | 3,112 | | 2,475 | | 364 | | 442 | | 317 | | 1,491 | | 701 | | 1,028 | | 1,834 | | 175 | | 706 | | 835 | | 121,975 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | (286 | ) | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (276 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 4,911 | | $ | 6,912 | | $ | — | | $ | 726 | | $ | 191 | | $ | 3,112 | | $ | 2,475 | | $ | 364 | | $ | 442 | | $ | 317 | | $ | 1,491 | | $ | 701 | | $ | 1,028 | | $ | 1,834 | | $ | 175 | | $ | 706 | | $ | 835 | | $ | 121,699 | |
NOTES:
(1) | The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period. |
(2) | All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below: |
| (a) Management fee expense was adjusted to reflect current contractual rates. |
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2016 | |
| | Morgan Stanley Pool A - 7 hotels | | Morgan Stanley Pool B - 5 hotels | | JPM Chase - 1 hotel | | BAML Pool 1 & 2 - 8 hotels | | Morgan Stanley MIP - 5 hotels | | Cantor Commercial Real Estate - 1 hotel | | Column Financial - 24 hotels | | Wachovia 1 - 5 hotels | | Wachovia 2 - 7 hotels | | Wachovia 5 -5 hotels | | Wachovia 6 - 5 hotels | | JPM Lakeway - 1 hotel | | BAML Le Pavillon - 1 hotel | | US Bank Indigo Atlanta - 1 hotel | | Morgan Stanley - 8 hotels | | Morgan Stanley Ann Arbor - 1 hotel | | BAML W Atlanta - 1 hotel | | BAML Pool - 17 hotels | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 6,771 | | $ | 1,041 | | $ | 1,381 | | $ | 6,859 | | $ | 4,066 | | $ | (101 | ) | $ | 20,212 | | $ | 2,899 | | $ | 2,899 | | $ | 24,224 | | $ | 3,325 | | $ | 428 | | $ | 17 | | $ | 144 | | $ | 1,120 | | $ | 637 | | $ | 580 | | $ | 7,260 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 6,771 | | 1,041 | | 1,381 | | 6,859 | | 4,066 | | (101 | ) | 20,212 | | 2,899 | | 2,899 | | 24,224 | | 3,325 | | 428 | | 17 | | 144 | | 1,120 | | 637 | | 580 | | 7,260 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (23,094 | ) | — | | — | | — | | — | | — | | — | | — | | — | |
Interest income | | — | | — | | — | | (6 | ) | — | | — | | — | | — | | (1 | ) | — | | (2 | ) | — | | — | | — | | — | | — | | — | | (1 | ) |
Interest expense | | — | | — | | — | | 1 | | — | | 453 | | — | | — | | — | | — | | — | | — | | — | | — | | 15 | | — | | — | | — | |
Amortization of loan cost | | — | | — | | — | | — | | — | | 119 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Depreciation and amortization | | 4,581 | | 975 | | 813 | | 5,109 | | 3,014 | | 462 | | 15,585 | | 1,727 | | 2,055 | | 380 | | 2,383 | | 578 | | 613 | | 347 | | 2,565 | | 460 | | 724 | | 6,179 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Non-Hotel EBITDA ownership expense | | 55 | | (29 | ) | 3 | | 58 | | 42 | | 4 | | 243 | | (31 | ) | (36 | ) | 373 | | 44 | | 16 | | 174 | | 7 | | 83 | | 3 | | 25 | | 473 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 11,407 | | 1,987 | | 2,197 | | 12,021 | | 7,122 | | 937 | | 36,040 | | 4,595 | | 4,917 | | 1,883 | | 5,750 | | 1,022 | | 804 | | 498 | | 3,783 | | 1,100 | | 1,329 | | 13,911 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (1,883 | ) | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 11,407 | | $ | 1,987 | | $ | 2,197 | | $ | 12,021 | | $ | 7,122 | | $ | 937 | | $ | 36,040 | | $ | 4,595 | | $ | 4,917 | | $ | — | | $ | 5,750 | | $ | 1,022 | | $ | 804 | | $ | 498 | | $ | 3,783 | | $ | 1,100 | | $ | 1,329 | | $ | 13,911 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Morgan Stanley Boston Back Bay - 1 hotel | | Morgan Stanley Princeton/ Nashville - 2 hotels | | NorthStar Gainesville - 1 hotel | | NorthStar HGI Wisconsin Dells - 1 hotel | | Omni American Bank Ashton - 1 hotel | | GACC Gateway - 1 hotel | | Deutsche Bank W Minneapolis - 1 hotel | | GACC Jacksonville RI - 1 hotel | | GACC Manchester RI - 1 hotel | | Key Bank Manchester CY - 1 hotel | | Morgan Stanley Pool C1 - 3 hotels | | Morgan Stanley Pool C2 - 2 hotels | | Morgan Stanley Pool C3 - 3 hotels | | BAML Pool 3 - 3 hotels | | BAML Pool 4 - 2 hotels | | BAML Pool 5 - 2 hotels | | Unencumbered hotels | | Total Portfolio | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 3,361 | | $ | 7,109 | | $ | 314 | | $ | 145 | | $ | 175 | | $ | 3,912 | | $ | 1,183 | | $ | 236 | | $ | 158 | | $ | 96 | | $ | 1,535 | | $ | 567 | | $ | 746 | | $ | 1,221 | | $ | 682 | | $ | 643 | | $ | 614 | | $ | 106,459 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | (23 | ) | (12 | ) | — | | — | | — | | — | | — | | — | | — | | (35 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 3,361 | | 7,109 | | 314 | | 145 | | 175 | | 3,912 | | 1,183 | | 236 | | 135 | | 84 | | 1,535 | | 567 | | 746 | | 1,221 | | 682 | | 643 | | 614 | | 106,424 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (23,094 | ) |
Interest income | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (1 | ) | — | | — | | (1 | ) | (12 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 469 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 119 | |
Depreciation and amortization | | 1,509 | | 2,768 | | 287 | | 178 | | 109 | | 1,618 | | 819 | | 232 | | 221 | | 171 | | 654 | | 112 | | 307 | | 941 | | 321 | | 257 | | 868 | | 59,922 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 19 | | — | | — | | — | | — | | — | | — | | — | | 19 | |
Non-Hotel EBITDA ownership expense | | 23 | | 8 | | 13 | | 78 | | (1 | ) | (331 | ) | 2 | | 15 | | 2 | | 2 | | 39 | | 18 | | 16 | | 7 | | 18 | | 5 | | — | | 1,421 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | 23 | | 12 | | — | | — | | — | | — | | — | | — | | — | | 35 | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 4,893 | | 9,885 | | 614 | | 401 | | 283 | | 5,199 | | 2,004 | | 483 | | 381 | | 288 | | 2,228 | | 697 | | 1,069 | | 2,168 | | 1,021 | | 905 | | 1,481 | | 145,303 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | (614 | ) | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 1 | | (2,496 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 4,893 | | $ | 9,885 | | $ | — | | $ | 401 | | $ | 283 | | $ | 5,199 | | $ | 2,004 | | $ | 483 | | $ | 381 | | $ | 288 | | $ | 2,228 | | $ | 697 | | $ | 1,069 | | $ | 2,168 | | $ | 1,021 | | $ | 905 | | $ | 1,482 | | $ | 142,807 | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | Three Months Ended March 31, 2016 | |
| | Morgan Stanley Pool A - 7 hotels | | Morgan Stanley Pool B - 5 hotels | | JPM Chase - 1 hotel | | BAML Pool 1 & 2 - 8 hotels | | Morgan Stanley MIP - 5 hotels | | Cantor Commercial Real Estate - 1 hotel | | Column Financial - 24 hotels | | Wachovia 1 - 5 hotels | | Wachovia 2 - 7 hotels | | Wachovia 5 -5 hotels | | Wachovia 6 - 5 hotels | | JPM Lakeway - 1 hotel | | BAML Le Pavillon - 1 hotel | | US Bank Indigo Atlanta - 1 hotel | | Morgan Stanley - 8 hotels | | Morgan Stanley Ann Arbor - 1 hotel | | BAML W Atlanta - 1 hotel | | BAML Pool - 17 hotels | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 5,352 | | $ | 449 | | $ | 1,362 | | $ | 5,593 | | $ | 987 | | $ | 94 | | $ | 9,742 | | $ | 2,981 | | $ | 2,691 | | $ | 3,204 | | $ | 2,040 | | $ | (642 | ) | $ | 237 | | $ | 188 | | $ | (183 | ) | $ | 211 | | $ | 404 | | $ | 6,692 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 5,352 | | 449 | | 1,362 | | 5,593 | | 987 | | 94 | | 9,742 | | 2,981 | | 2,691 | | 3,204 | | 2,040 | | (642 | ) | 237 | | 188 | | (183 | ) | 211 | | 404 | | 6,692 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 114 | | — | | — | | — | | — | | — | |
Interest income | | — | | — | | — | | (4 | ) | — | | — | | — | | — | | — | | — | | (2 | ) | — | | — | | — | | — | | — | | — | | (1 | ) |
Interest expense | | — | | — | | — | | 1 | | — | | 451 | | — | | — | | — | | — | | — | | — | | — | | — | | 15 | | — | | — | | — | |
Amortization of loan cost | | — | | — | | — | | — | | — | | 118 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Depreciation and amortization | | 4,522 | | 1,061 | | 807 | | 5,077 | | 2,972 | | 457 | | 16,476 | | 1,652 | | 2,012 | | 1,875 | | 2,382 | | 549 | | 689 | | 343 | | 2,479 | | 451 | | 713 | | 6,014 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Non-Hotel EBITDA ownership expense | | 211 | | 79 | | 2 | | 259 | | 35 | | 3 | | 145 | | 68 | | (50 | ) | 76 | | 24 | | (2 | ) | 70 | | 48 | | 78 | | 1 | | 4 | | 427 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 10,085 | | 1,589 | | 2,171 | | 10,926 | | 3,994 | | 1,123 | | 26,363 | | 4,701 | | 4,653 | | 5,155 | | 4,444 | | (95 | ) | 1,110 | | 579 | | 2,389 | | 663 | | 1,121 | | 13,132 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (5,155 | ) | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 10,085 | | $ | 1,589 | | $ | 2,171 | | $ | 10,926 | | $ | 3,994 | | $ | 1,123 | | $ | 26,363 | | $ | 4,701 | | $ | 4,653 | | $ | — | | $ | 4,444 | | $ | (95 | ) | $ | 1,110 | | $ | 579 | | $ | 2,389 | | $ | 663 | | $ | 1,121 | | $ | 13,132 | |
| | Morgan Stanley Boston Back Bay - 1 hotel | | Morgan Stanley Princeton/ Nashville - 2 hotels | | NorthStar Gainesville - 1 hotel | | NorthStar HGI Wisconsin Dells - 1 hotel | | Omni American Bank Ashton - 1 hotel | | GACC Gateway - 1 hotel | | Deutsche Bank W Minneapolis - 1 hotel | | GACC Jacksonville RI - 1 hotel | | GACC Manchester RI - 1 hotel | | Key Bank Manchester CY - 1 hotel | | Morgan Stanley Pool C1 - 3 hotels | | Morgan Stanley Pool C2 - 2 hotels | | Morgan Stanley Pool C3 - 3 hotels | | BAML Pool 3 - 3 hotels | | BAML Pool 4 - 2 hotels | | BAML Pool 5 - 2 hotels | | Unencumbered hotels | | Total Portfolio | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (42 | ) | $ | 3,107 | | $ | 369 | | $ | 53 | | $ | 157 | | $ | 2,075 | | $ | (26 | ) | $ | 240 | | $ | 12 | | $ | (53 | ) | $ | 2,215 | | $ | 421 | | $ | 526 | | $ | 1,693 | | $ | 1,233 | | $ | 481 | | $ | (846 | ) | $ | 53,017 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | (1 | ) | 10 | | — | | — | | — | | — | | — | | — | | — | | 9 | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | (42 | ) | 3,107 | | 369 | | 53 | | 157 | | 2,075 | | (26 | ) | 240 | | 11 | | (43 | ) | 2,215 | | 421 | | 526 | | 1,693 | | 1,233 | | 481 | | (846 | ) | 53,026 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 114 | |
Interest income | | — | | — | | — | | — | | — | | (1 | ) | — | | — | | — | | — | | — | | — | | — | | (1 | ) | — | | — | | (2 | ) | (11 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 467 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 118 | |
Depreciation and amortization | | 1,378 | | 2,924 | | 278 | | 177 | | 103 | | 1,552 | | 815 | | 231 | | 217 | | 170 | | 640 | | 117 | | 280 | | 941 | | 554 | | 262 | | 808 | | 61,978 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 26 | | — | | — | | — | | — | | — | | — | | — | | 26 | |
Non-Hotel EBITDA ownership expense | | 115 | | (7 | ) | 10 | | 1 | | — | | (294 | ) | 5 | | 19 | | 2 | | 2 | | — | | 5 | | 14 | | 17 | | 5 | | 3 | | 12 | | 1,387 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | 1 | | (10 | ) | — | | — | | — | | — | | — | | — | | — | | (9 | ) |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 1,451 | | 6,024 | | 657 | | 231 | | 260 | | 3,332 | | 794 | | 490 | | 231 | | 145 | | 2,855 | | 543 | | 820 | | 2,650 | | 1,792 | | 746 | | (28 | ) | 117,096 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | (657 | ) | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (5,812 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 1,451 | | $ | 6,024 | | $ | — | | $ | 231 | | $ | 260 | | $ | 3,332 | | $ | 794 | | $ | 490 | | $ | 231 | | $ | 145 | | $ | 2,855 | | $ | 543 | | $ | 820 | | $ | 2,650 | | $ | 1,792 | | $ | 746 | | $ | (28 | ) | $ | 111,284 | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended December 31, 2015 | |
| | Morgan Stanley Pool A - 7 hotels | | Morgan Stanley Pool B - 5 hotels | | JPM Chase - 1 hotel | | BAML Pool 1 & 2 - 8 hotels | | Morgan Stanley MIP - 5 hotels | | Cantor Commercial Real Estate - 1 hotel | | Column Financial - 24 hotels | | Wachovia 1 - 5 hotels | | Wachovia 2 - 7 hotels | | Wachovia 5 -5 hotels | | Wachovia 6 - 5 hotels | | JPM Lakeway - 1 hotel | | BAML Le Pavillon - 1 hotel | | US Bank Indigo Atlanta - 1 hotel | | Morgan Stanley - 8 hotels | | Morgan Stanley Ann Arbor - 1 hotel | | BAML W Atlanta - 1 hotel | | BAML Pool - 17 hotels | |
Net income (loss) | | $ | 3,343 | | $ | 18 | | $ | 843 | | $ | 4,590 | | $ | 1,544 | | $ | (165 | ) | $ | 8,942 | | $ | 2,116 | | $ | 1,555 | | $ | 1,619 | | $ | 1,724 | | $ | (440 | ) | $ | 274 | | $ | (2 | ) | $ | 265 | | $ | 616 | | $ | 275 | | $ | 3,983 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 3,343 | | 18 | | 843 | | 4,590 | | 1,544 | | (165 | ) | 8,942 | | 2,116 | | 1,555 | | 1,619 | | 1,724 | | (440 | ) | 274 | | (2 | ) | 265 | | 616 | | 275 | | 3,983 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Interest income | | (1 | ) | — | | — | | (2 | ) | — | | — | | — | | — | | — | | — | | (2 | ) | — | | — | | — | | — | | — | | — | | (2 | ) |
Interest expense | | — | | — | | — | | 1 | | — | | 440 | | — | | — | | — | | — | | — | | — | | — | | — | | 15 | | — | | — | | — | |
Amortization of loan cost | | — | | — | | — | | — | | — | | 116 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Depreciation and amortization | | 4,357 | | 1,092 | | 795 | | 4,997 | | 2,956 | | 455 | | 17,139 | | 1,661 | | 2,038 | | 1,842 | | 2,349 | | 514 | | 648 | | 289 | | 2,441 | | 441 | | 710 | | 5,793 | |
Income tax expense | | — | | 9 | | — | | — | | — | | — | | — | | 59 | | 24 | | — | | — | | — | | — | | — | | — | | — | | — | | 7 | |
Non-Hotel EBITDA ownership expense | | 97 | | 179 | | 3 | | 21 | | 184 | | 4 | | 116 | | (2 | ) | 41 | | 114 | | 175 | | 38 | | 33 | | 80 | | 165 | | (1 | ) | 68 | | 673 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 7,796 | | 1,298 | | 1,641 | | 9,607 | | 4,684 | | 850 | | 26,197 | | 3,834 | | 3,658 | | 3,575 | | 4,246 | | 112 | | 955 | | 367 | | 2,886 | | 1,056 | | 1,053 | | 10,454 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (3,575 | ) | — | | — | | — | | 99 | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 7,796 | | $ | 1,298 | | $ | 1,641 | | $ | 9,607 | | $ | 4,684 | | $ | 850 | | $ | 26,197 | | $ | 3,834 | | $ | 3,658 | | $ | — | | $ | 4,246 | | $ | 112 | | $ | 955 | | $ | 466 | | $ | 2,886 | | $ | 1,056 | | $ | 1,053 | | $ | 10,454 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Morgan Stanley Boston Back Bay - 1 hotel | | Morgan Stanley Princeton/ Nashville - 2 hotels | | NorthStar Gainesville - 1 hotel | | NorthStar HGI Wisconsin Dells - 1 hotel | | Omni American Bank Ashton - 1 hotel | | GACC Gateway - 1 hotel | | Deutsche Bank W Minneapolis - 1 hotel | | GACC Jacksonville RI - 1 hotel | | GACC Manchester RI - 1 hotel | | Key Bank Manchester CY - 1 hotel | | Morgan Stanley Pool C1 - 3 hotels | | Morgan Stanley Pool C2 - 2 hotels | | Morgan Stanley Pool C3 - 3 hotels | | BAML Pool 3 - 3 hotels | | BAML Pool 4 - 2 hotels | | BAML Pool 5 - 2 hotels | | Unencumbered hotels | | Total Portfolio | |
Net income (loss) | | $ | 1,886 | | $ | 3,137 | | $ | 420 | | $ | 56 | | $ | 197 | | $ | 2,522 | | $ | 179 | | $ | 16 | | $ | 71 | | $ | 2 | | $ | 1,233 | | $ | 283 | | $ | 464 | | $ | 907 | | $ | (5 | ) | $ | 392 | | $ | 445 | | $ | 43,305 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | (10 | ) | 1 | | — | | — | | — | | — | | — | | — | | 1 | | (8 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income (loss) attributable to the Company | | 1,886 | | 3,137 | | 420 | | 56 | | 197 | | 2,522 | | 179 | | 16 | | 61 | | 3 | | 1,233 | | 283 | | 464 | | 907 | | (5 | ) | 392 | | 446 | | 43,297 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Interest income | | — | | — | | — | | — | | — | | (1 | ) | — | | — | | — | | — | | — | | — | | — | | (1 | ) | — | | — | | — | | (9 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 456 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 116 | |
Depreciation and amortization | | 1,384 | | 2,897 | | 283 | | 175 | | 85 | | 1,353 | | 457 | | 233 | | 218 | | 169 | | 632 | | 129 | | 259 | | 943 | | 549 | | 265 | | 448 | | 60,996 | |
Income tax expense | | — | | (4 | ) | — | | — | | — | | — | | — | | — | | — | | 23 | | — | | — | | — | | — | | — | | — | | — | | 118 | |
Non-Hotel EBITDA ownership expense | | (6 | ) | 20 | | 10 | | 13 | | 1 | | (241 | ) | 1 | | 38 | | 1 | | 2 | | 17 | | 17 | | 10 | | 30 | | 4 | | — | | 4 | | 1,909 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | 10 | | (1 | ) | — | | — | | — | | — | | — | | — | | (1 | ) | 8 | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 3,264 | | 6,050 | | 713 | | 244 | | 283 | | 3,633 | | 637 | | 287 | | 290 | | 196 | | 1,882 | | 429 | | 733 | | 1,879 | | 548 | | 657 | | 897 | | 106,891 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | — | | — | | (713 | ) | — | | — | | — | | 821 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (13 | ) | (3,381 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 3,264 | | $ | 6,050 | | $ | — | | $ | 244 | | $ | 283 | | $ | 3,633 | | $ | 1,458 | | $ | 287 | | $ | 290 | | $ | 196 | | $ | 1,882 | | $ | 429 | | $ | 733 | | $ | 1,879 | | $ | 548 | | $ | 657 | | $ | 884 | | $ | 103,510 | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2016 | |
| | Atlanta, GA Area | | Boston, MA Area | | Dallas / Ft. Worth Area | | Houston, TX Area | | Los Angeles, CA Metro Area | | Miami, FL Metro Area | | Minneapolis- St. Paul, MN- WI Area | | Nashville, TN Area | | New York/ New Jersey Metro Area | | Orlando, FL Area | | Philadelphia, PA Area | | San Diego, CA Area | | San Francisco - Oakland, CA Metro Area | | Tampa, FL Area | | Washington DC - MD - VA Area | | Other Areas | | Total Portfolio | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 4,898 | | $ | 4,998 | | $ | 3,198 | | $ | 528 | | $ | 3,911 | | $ | (444 | ) | $ | 3,398 | | $ | 3,713 | | $ | 3,404 | | $ | 541 | | $ | 1,252 | | $ | 1,101 | | $ | 7,020 | | $ | 558 | | $ | 437 | | $ | 17,230 | | $ | 55,743 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (45 | ) | (45 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income attributable to the Company | | 4,898 | | 4,998 | | 3,198 | | 528 | | 3,911 | | (444 | ) | 3,398 | | 3,713 | | 3,404 | | 541 | | 1,252 | | 1,101 | | 7,020 | | 558 | | 437 | | 17,185 | | 55,698 | |
Non-property adjustments | | 15 | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 5,039 | | (1,463 | ) | 3,591 | |
Interest income | | — | | — | | — | | — | | — | | — | | — | | — | | (2 | ) | (1 | ) | — | | — | | (1 | ) | — | | (2 | ) | (5 | ) | (11 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 479 | | 479 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 121 | | 121 | |
Depreciation and amortization | | 3,650 | | 3,399 | | 2,781 | | 1,713 | | 4,307 | | 1,474 | | 2,462 | | 2,382 | | 4,371 | | 1,038 | | 1,398 | | 1,050 | | 2,200 | | 1,106 | | 5,442 | | 21,247 | | 60,020 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 15 | | 15 | |
Non-Hotel EBITDA ownership expense | | 125 | | 153 | | (160 | ) | 37 | | (4 | ) | 73 | | 21 | | 43 | | 154 | | 13 | | (5 | ) | 7 | | 135 | | 99 | | (206 | ) | 1,532 | | 2,017 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 45 | | 45 | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 8,688 | | 8,550 | | 5,819 | | 2,278 | | 8,214 | | 1,103 | | 5,881 | | 6,138 | | 7,927 | | 1,591 | | 2,645 | | 2,158 | | 9,354 | | 1,763 | | 10,710 | | 39,156 | | 121,975 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | 8 | | — | | — | | — | | — | | — | | — | | — | | 3 | | — | | — | | — | | — | | — | | — | | (287 | ) | (276 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 8,696 | | $ | 8,550 | | $ | 5,819 | | $ | 2,278 | | $ | 8,214 | | $ | 1,103 | | $ | 5,881 | | $ | 6,138 | | $ | 7,930 | | $ | 1,591 | | $ | 2,645 | | $ | 2,158 | | $ | 9,354 | | $ | 1,763 | | $ | 10,710 | | $ | 38,869 | | $ | 121,699 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2015 | |
| | Atlanta, GA Area | | Boston, MA Area | | Dallas / Ft. Worth Area | | Houston, TX Area | | Los Angeles, CA Metro Area | | Miami, FL Metro Area | | Minneapolis - St. Paul, MN-WI Area | | Nashville, TN Area | | New York / New Jersey Metro Area | | Orlando, FL Area | | Philadelphia, PA Area | | San Diego, CA Area | | San Francisco - Oakland, CA Metro Area | | Tampa, FL Area | | Washington DC - MD - VA Area | | Other Areas | | Total Portfolio | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 3,361 | | $ | 5,614 | | $ | 2,894 | | $ | 1,323 | | $ | 659 | | $ | (325 | ) | $ | 1,639 | | $ | 3,075 | | $ | 3,655 | | $ | 741 | | $ | 693 | | $ | 980 | | $ | 6,720 | | $ | (321 | ) | $ | 5,219 | | $ | 19,169 | | $ | 55,096 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (33 | ) | (33 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income attributable to the Company | | 3,361 | | 5,614 | | 2,894 | | 1,323 | | 659 | | (325 | ) | 1,639 | | 3,075 | | 3,655 | | 741 | | 693 | | 980 | | 6,720 | | (321 | ) | 5,219 | | 19,136 | | 55,063 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Interest income | | — | | — | | — | | — | | (1 | ) | (1 | ) | — | | — | | (2 | ) | (1 | ) | — | | — | | — | | — | | (4 | ) | (1 | ) | (10 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 455 | | 455 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 114 | | 114 | |
Depreciation and amortization | | 4,007 | | 2,888 | | 2,950 | | 1,710 | | 4,708 | | 1,254 | | 1,571 | | 2,110 | | 4,598 | | 2,054 | | 1,248 | | 1,047 | | 2,356 | | 1,448 | | 4,860 | | 19,743 | | 58,552 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 60 | | 60 | |
Non-Hotel EBITDA ownership expense | | 133 | | 128 | | 99 | | (1 | ) | 172 | | 239 | | 8 | | 60 | | 29 | | 24 | | 68 | | 4 | | 10 | | 189 | | (215 | ) | 689 | | 1,636 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 33 | | 33 | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 7,501 | | 8,630 | | 5,943 | | 3,032 | | 5,538 | | 1,167 | | 3,218 | | 5,245 | | 8,280 | | 2,818 | | 2,009 | | 2,031 | | 9,086 | | 1,316 | | 9,860 | | 40,229 | | 115,903 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | 49 | | | | — | | — | | — | | — | | 1,961 | | — | | (537 | ) | (1,042 | ) | — | | — | | — | | — | | — | | (143 | ) | 288 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 7,550 | | $ | 8,630 | | $ | 5,943 | | $ | 3,032 | | $ | 5,538 | | $ | 1,167 | | $ | 5,179 | | $ | 5,245 | | $ | 7,743 | | $ | 1,776 | | $ | 2,009 | | $ | 2,031 | | $ | 9,086 | | $ | 1,316 | | $ | 9,860 | | $ | 40,086 | | $ | 116,191 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2016 | |
| | Atlanta, GA Area | | Boston, MA Area | | Dallas / Ft. Worth Area | | Houston, TX Area | | Los Angeles, CA Metro Area | | Miami, FL Metro Area | | Minneapolis - St. Paul, MN- WI Area | | Nashville, TN Area | | New York / New Jersey Metro Area | | Orlando, FL Area | | Philadelphia, PA Area | | San Diego, CA Area | | San Francisco - Oakland, CA Metro Area | | Tampa, FL Area | | Washington DC - MD - VA Area | | Other Areas | | Total Portfolio | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 17,848 | | $ | 9,473 | | $ | 11,894 | | $ | 3,555 | | $ | 14,554 | | $ | 4,739 | | $ | 5,672 | | $ | 12,749 | | $ | 15,539 | | $ | 21,641 | | $ | 2,412 | | $ | 2,686 | | $ | 19,204 | | $ | 5,521 | | $ | 16,689 | | $ | 51,044 | | $ | 215,220 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (72 | ) | (72 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income attributable to the Company | | 17,848 | | 9,473 | | 11,894 | | 3,555 | | 14,554 | | 4,739 | | 5,672 | | 12,749 | | 15,539 | | 21,641 | | 2,412 | | 2,686 | | 19,204 | | 5,521 | | 16,689 | | 50,972 | | 215,148 | |
Non-property adjustments | | (4,001 | ) | — | | — | | — | | — | | — | | — | | — | | (5,482 | ) | (13,438 | ) | — | | — | | — | | — | | 5,039 | | (1,507 | ) | (19,389 | ) |
Interest income | | — | | — | | (1 | ) | — | | (1 | ) | (1 | ) | (1 | ) | — | | (6 | ) | (5 | ) | — | | (1 | ) | (5 | ) | — | | (7 | ) | (7 | ) | (35 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 1,414 | | 1,414 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 359 | | 359 | |
Depreciation and amortization | | 11,134 | | 9,913 | | 8,444 | | 5,179 | | 13,932 | | 4,183 | | 7,331 | | 6,938 | | 13,415 | | 4,546 | | 4,096 | | 3,150 | | 7,162 | | 3,537 | | 15,790 | | 63,170 | | 181,920 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 60 | | 60 | |
Non-Hotel EBITDA ownership expense | | 416 | | 325 | | (109 | ) | 105 | | (52 | ) | 413 | | 45 | | 41 | | 340 | | 292 | | 6 | | 33 | | 294 | | 184 | | (680 | ) | 3,173 | | 4,826 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 72 | | 72 | |
EBITDA including amounts attributable to noncontrolling interest | | 25,397 | | 19,711 | | 20,228 | | 8,839 | | 28,433 | | 9,334 | | 13,047 | | 19,728 | | 23,806 | | 13,036 | | 6,514 | | 5,868 | | 26,655 | | 9,242 | | 36,831 | | 117,706 | | 384,375 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | (646 | ) | — | | — | | — | | — | | — | | — | | — | | (756 | ) | (5,624 | ) | — | | — | | — | | — | | — | | (1,558 | ) | (8,584 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 24,751 | | $ | 19,711 | | $ | 20,228 | | $ | 8,839 | | $ | 28,433 | | $ | 9,334 | | $ | 13,047 | | $ | 19,728 | | $ | 23,050 | | $ | 7,412 | | $ | 6,514 | | $ | 5,868 | | $ | 26,655 | | $ | 9,242 | | $ | 36,831 | | $ | 116,148 | | $ | 375,791 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES:
(1) | The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period. |
(2) | All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below: |
| (a) Management fee expense was adjusted to reflect current contractual rates. |
Exhibit 1
ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO HOTEL EBITDA
(in thousands)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2015 | |
| | Atlanta, GA Area | | Boston, MA Area | | Dallas / Ft. Worth Area | | Houston, TX Area | | Los Angeles, CA Metro Area | | Miami, FL Metro Area | | Minneapolis - St. Paul, MN- WI Area | | Nashville, TN Area | | New York / New Jersey Metro Area | | Orlando, FL Area | | Philadelphia, PA Area | | San Diego, CA Area | | San Francisco - Oakland, CA Metro Area | | Tampa, FL Area | | Washington DC - MD - VA Area | | Other Areas | | Total Portfolio | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 8,242 | | $ | 11,249 | | $ | 9,665 | | $ | 4,499 | | $ | 8,609 | | $ | 5,074 | | $ | 2,877 | | $ | 7,963 | | $ | 11,188 | | $ | 9,217 | | $ | 1,543 | | $ | 2,139 | | $ | 17,918 | | $ | 2,769 | | $ | 19,296 | | $ | 31,538 | | $ | 153,786 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | (82 | ) | (82 | ) |
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | |
Net income attributable to the Company | | 8,242 | | 11,249 | | 9,665 | | 4,499 | | 8,609 | | 5,074 | | 2,877 | | 7,963 | | 11,188 | | 9,217 | | 1,543 | | 2,139 | | 17,918 | | 2,769 | | 19,296 | | 31,456 | | 153,704 | |
Non-property adjustments | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 2,817 | | 18,262 | | 21,079 | |
Interest income | | — | | — | | (1 | ) | — | | (2 | ) | (1 | ) | (1 | ) | — | | (5 | ) | (3 | ) | — | | — | | (1 | ) | — | | (8 | ) | (3 | ) | (25 | ) |
Interest expense | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 924 | | 924 | |
Amortization of loan cost | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 226 | | 226 | |
Depreciation and amortization | | 8,809 | | 5,954 | | 8,055 | | 4,406 | | 12,731 | | 3,530 | | 4,222 | | 4,804 | | 11,264 | | 5,971 | | 3,602 | | 3,145 | | 6,927 | | 3,646 | | 13,184 | | 48,403 | | 148,653 | |
Income tax expense | | — | | — | | — | | — | | — | | — | | — | | 3 | | — | | — | | — | | — | | — | | — | | — | | 57 | | 60 | |
Non-Hotel EBITDA ownership expense | | 168 | | 169 | | 159 | | 236 | | 202 | | 302 | | 7 | | 294 | | 58 | | 258 | | 170 | | 5 | | 34 | | 256 | | (802 | ) | 1,348 | | 2,864 | |
Income from consolidated entities attributable to noncontrolling interest | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | 82 | | 82 | |
Hotel EBITDA including amounts attributable to noncontrolling interest | | 17,219 | | 17,372 | | 17,878 | | 9,141 | | 21,540 | | 8,905 | | 7,105 | | 13,064 | | 22,505 | | 15,443 | | 5,315 | | 5,289 | | 24,878 | | 6,671 | | 34,487 | | 100,755 | | 327,567 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-comparable adjustments | | 4,676 | | 2,445 | | 1,946 | | 1,403 | | 1,427 | | — | | 5,037 | | 2,975 | | 161 | | (7,598 | ) | — | | — | | — | | 1,262 | | 1,123 | | 13,765 | | 28,622 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Comparable Hotel EBITDA | | $ | 21,895 | | $ | 19,817 | | $ | 19,824 | | $ | 10,544 | | $ | 22,967 | | $ | 8,905 | | $ | 12,142 | | $ | 16,039 | | $ | 22,666 | | $ | 7,845 | | $ | 5,315 | | $ | 5,289 | | $ | 24,878 | | $ | 7,933 | | $ | 35,610 | | $ | 114,520 | | $ | 356,189 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
NOTES:
(1) The above comparable information assumes the 126 hotel properties owned and included in the Company’s operations at September 30, 2016, were owned as of the beginning of each of the periods presented. Non-comparable adjustments include pre-acquisition results from hotels acquired during the period offset by results from hotels sold during the period.
(2) All pre-acquisition information was obtained from the prior owner. The Company performed a limited review of the information as part of its analysis of the acquisition. Adjustments have been made to the pre-acquisition results as indicated below:
(a) Management fee expense was adjusted to reflect current contractual rates.