Ashford Prime Reports First Quarter 2017 Results

DALLAS, May 3, 2017 /PRNewswire/ -- Ashford Hospitality Prime, Inc. (NYSE: AHP) ("Ashford Prime" or the "Company") today reported the following results and performance measures for the first quarter ended March 31, 2017.  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 March 31, 2017 were owned as of the beginning of each of the periods presented.  Unless otherwise stated, all reported results compare the first quarter ended March 31, 2017, with the first quarter ended March 31, 2016 (see discussion below).  The reconciliation of non-GAAP financial measures is included in the financial tables accompanying this press release.

STRATEGIC OVERVIEW

• Focused strategy of investing in luxury hotels and resorts
• Targets conservative leverage levels of 45% Net Debt to Gross Assets
• Highly-aligned management team and advisory structure
• Dividend yield of approximately 6%

FINANCIAL AND OPERATING HIGHLIGHTS

• Net loss attributable to common stockholders for the quarter was $1.7 million or $0.07 per diluted share
• Comparable RevPAR for all hotels increased 2.5% to $221.11 during the first quarter
• Comparable RevPAR for all hotels not under renovation increased 5.8% to $284.67 during the first quarter
• Adjusted funds from operations (AFFO) was $0.46 per diluted share for the quarter as compared with $0.39 per diluted share from the prior-year quarter, an increase of 18%
• Adjusted EBITDA was $23.7 million for the quarter
• During the quarter, the Company increased its quarterly common dividend by 33%, from $0.12 per diluted share to $0.16 per diluted share
• During the quarter, the Company announced that it had refinanced three mortgage loans with existing outstanding balances totaling approximately $334 million with a new loan totaling $365 million
• During the quarter, the Company announced it had entered into an amended and restated advisory agreement with Ashford Inc. (NYSE MKT: AINC) to significantly lower the termination fee and address other investor feedback; subject to shareholder approval
• During the quarter, the Company announced it had entered into a settlement agreement with Sessa Capital. As part of the agreement, the Company is adding three new independent directors to its Board, Sessa will not run a slate of director candidates for the Company's Board through 2018, and all litigation between the Company and Sessa will be dismissed.
• During the quarter, the Company announced it has entered into a definitive agreement to acquire the 80-room Hotel Yountville in Yountville, CA for $96.5 million ($1,200,000 per key)
• During the quarter, the Company completed its underwritten public offering of 5,750,000 shares of common stock at a price of $12.15 per share
• The Company completed its underwritten public offering of 2,075,000 shares of 5.50% Series B Cumulative Convertible Preferred Stock at a price of $20.19 per share
• During the quarter, the Company completed the acquisition of the 190-room Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado for $145.5 million ($766,000 per key). Concurrent with the completion of the acquisition, the Company financed the hotel with a $67.5 million non-recourse mortgage loan.
• Capex invested in the quarter was $9.3 million

REFINED STRATEGY TO ENHANCE SHAREHOLDER VALUE

On January 24, 2017, the Company announced refinements to its strategy in an effort to enhance shareholder value following its newly-appointed CEO, Richard Stockton, having conducted and completed an in-depth strategic review. The review included meeting with investors, inspecting the Company's hotel properties and dialogue with corporate and property level management teams. These refinements, which were unanimously endorsed by the Board of Directors, include the following:

• Focused Portfolio: Going forward, the Company's portfolio will be predominantly focused on investing in the luxury chain scale segment. The Company will continue to target acquisitions of hotels with a RevPAR of at least 2.0x the national average. As a result, four hotels have been designated as non-core to the portfolio, including the Courtyard Philadelphia Downtown Hotel, Courtyard San Francisco Downtown Hotel, Renaissance Tampa Hotel and Marriott Legacy Center Hotel in Plano, Texas. The Company intends to either reposition or opportunistically sell these hotels in the future if conditions warrant. The Company will also simultaneously pursue new acquisitions in order to grow the portfolio consistent with its stated strategy.

• Increased Dividend: The Company's 2017 dividend policy was amended commencing with the first quarter by increasing the quarterly cash dividend for the Company's common stock by 33%, from $0.12 per diluted share to $0.16 per diluted share. This equates to an annual rate of $0.64 per diluted share, representing a yield of approximately 6% based on the closing stock price on May 2, 2017.

• Reaffirming Conservative Leverage: The Company will continue to target conservative leverage, with a target leverage level of 45% Net Debt to Gross Assets.

• Strong Liquidity: The Company will continue to focus on having access to liquidity for both opportunistic investments and as a hedge against economic uncertainty. The Company will target holding 10-15% of its gross debt balance in cash.

UPDATE ON STRATEGIC FOCUS TO INVEST IN LUXURY HOTELS AND RESORTS

On March 1, 2017, the Company announced it had entered into a definitive agreement to acquire the 80-room Hotel Yountville in Yountville, CA for $96.5 million ($1,200,000 per key).  The Company intends to finance the property with approximately $50 million of non-recourse mortgage debt.  The acquisition is expected to close in the second quarter of 2017, subject to customary closing conditions and the approval of a development agreement by the town of Yountville.  Because the acquisition is subject to customary closing conditions, the Company can give no assurance that the transaction will be consummated by such date or at all. 

On March 31, 2017, the Company completed the acquisition of the 190-room Park Hyatt Beaver Creek Resort & Spa in Beaver Creek, Colorado for $145.5 million ($766,000 per key).   Concurrent with the completion of the acquisition, the Company has financed the hotel with a $67.5 million non-recourse mortgage loan.  This loan is interest only and provides for a floating interest rate of LIBOR + 2.75% with a two-year term and three, one-year extension options subject to the satisfaction of certain conditions.  The property will continue to be operated as a Park Hyatt under a management agreement with Hyatt.

AMENDED ADVISORY AGREEMENT WITH ASHFORD INC.

On January 24, 2017, the Company announced it had entered into an amended and restated advisory agreement with Ashford Inc. (NYSE MKT: AINC) to significantly lower the termination fee and address other investor feedback.  Highlights of the amended agreement include the following:

• Removal of the tax gross-up provision and the 1.1 times multiple from the calculation of the termination fee.

• The revenues and allocated expenses of Ashford Inc. used to calculate the termination fee will be publicly disclosed on a quarterly basis. A full calculation of the termination fee under both the existing third amended and restated advisory agreement and the proposed fourth amended and restated advisory agreement was included in the proxy statement that was filed by the Company with the SEC on February 21, 2017 in connection with obtaining stockholder approval of the amended agreement.

• The termination provisions of the advisory agreement have been amended and, specifically, a change in a majority of the Company's incumbent directors no longer triggers a termination fee.

• The advisor's right under the existing advisory agreement to appoint a "Designated Chief Executive Officer" has been eliminated. The role of the recently appointed CEO of Ashford Prime, Richard Stockton, is not impacted by the removal of this provision, and he will continue to serve as CEO in the same capacity as he has since his appointment on November 14, 2016.

• In addition to the termination fee, a payment of $45 million would be owed to Ashford Inc. in the event the amended agreement is terminated prior to any incremental growth in the hotel portfolio. This amount will reduce ratably to zero over time based on incremental asset growth.

• At the effective date of the amended agreement, the Company will pay Ashford Inc. $5.0 million in cash.

The Company's Board of Directors, acting upon the unanimous recommendation of a special committee of independent directors, unanimously approved the amended agreement, and resolved to recommend that the Company's stockholders approve the amended agreement. The special committee exclusively negotiated the amended agreement on behalf of the Company with the assistance of independent legal and financial advisors. The amended agreement will not become effective unless it is approved by the Company's stockholders.

A summary of the terms of the amended agreement and the complete amended agreement can be found in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 25, 2017.

CAPITAL STRUCTURE

At March 31, 2017, the Company had total assets of $1.5 billion.  As of March 31, 2017, the Company had $865 million of mortgage debt of which $48 million related to its joint venture partner's share of debt on the Capital Hilton and Hilton La Jolla Torrey Pines.  The Company's total combined debt had a blended average interest rate of 3.9%.

On January 24, 2017, the Company announced that it had refinanced three mortgage loans with existing outstanding balances totaling approximately $334 million. The previous mortgage loans that were refinanced had final maturity dates in April 2017. The new loan totals $365 million and has a two-year initial term with five one-year extension options, subject to the satisfaction of certain conditions. The loan is interest only and provides for a floating interest rate of LIBOR + 2.58%. The loan is secured by five hotels: Plano Marriott Legacy Town Center, Seattle Marriott Waterfront, Tampa Renaissance, San Francisco Courtyard Downtown and Philadelphia Courtyard Downtown. The new loan contains flexible release provisions should the Company decide to sell any of the hotels. The Company expects to realize approximately $12 million in annual savings in interest and principal payments based on the current forward LIBOR curve.

In March 2017, the Company completed its underwritten public offering of 5,750,000 shares of the Company's common stock at a price to the public of $12.15 per share. Total net proceeds from the offering, after deducting the underwriters' discounts and commissions and estimated offering expenses, were approximately $67 million.

The Company completed its underwritten public offering of 2,075,000 shares of the Company's 5.50% Series B Cumulative Convertible Preferred Stock at a price to the public of $20.19 per share.  Dividends on the preferred stock will accrue at a rate of 5.50% per annum on the liquidation preference of $25.00 per share.  Total net proceeds from the offering, after deducting the underwriters' discounts and commissions and estimated offering expenses, were approximately $41 million.

PORTFOLIO REVPAR

As of March 31, 2017, the portfolio consisted of twelve properties.  During the first quarter of 2017, eight 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 12 hotels) and comparable not under renovation basis (8 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 2.5% to $221.11 for all hotels on a 1.5% increase in ADR and a 1.0% increase in occupancy
• Comparable RevPAR increased 5.8% to $284.67 for hotels not under renovation on a 2.9% increase in ADR and a 2.8% 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, 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 twelve hotels are provided in the table attached to this release.

COMMON STOCK DIVIDEND
On March 14, 2017, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.16 per diluted share for the Company's common stock for the first quarter ending March 31, 2017.  The dividend, which equates to an annual rate of $0.64 per share, is payable on April 17, 2017, to shareholders of record as of March 31, 2017.

"We are pleased with our first quarter 2017 performance, highlighted by solid growth in AFFO per share of 18% over the prior year," said Richard J. Stockton, Ashford Prime's President and Chief Executive Officer. "We continue to focus on maximizing shareholder value and delivering strong operational results and, with the acquisitions of Hotel Yountville and Park Hyatt Beaver Creek Resort & Spa, we are continuing to execute on our refined strategy to meaningfully grow our portfolio within the luxury chain scale segment."

INVESTOR CONFERENCE CALL AND SIMULCAST
Ashford Hospitality Prime, Inc. will conduct a conference call on Thursday, May 4, 2017, at 11:00 a.m. ET.  The number to call for this interactive teleconference is (719) 325-4800. A replay of the conference call will be available through Thursday, May 11, 2017, by dialing (719) 457-0820 and entering the confirmation number, 6083892. 

The Company will also provide an online simulcast and rebroadcast of its first quarter 2017 earnings release conference call.  The live broadcast of Ashford Hospitality Prime's quarterly conference call will be available online at the Company's web site, www.ahpreit.com on Thursday, May 4, 2017, beginning at 11:00 a.m. ET.  The online replay will follow shortly after the call and continue for approximately one year.

Substantially all of our non-current assets consist of real estate investments 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.

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Ashford Hospitality Prime is a real estate investment trust (REIT) focused on investing in luxury hotels and resorts.

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 implied share price for the Company's common stock.  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 Prime'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; our ability to successfully complete and integrate acquisitions, and manage our planned growth, and the degree and nature of our competition.  These and other risk factors are more fully discussed in Ashford Prime'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