Hotel Online  Special Report

  Highland Hospitality Corporation, a New Lodging REIT with
Seven Hotel Properties, Reports a Loss of $2.7 million
for  Period Ended December 31, 2003
MCLEAN, Va., Feb. 25, 2004 - Highland Hospitality Corporation (NYSE: HIH), a newly formed lodging REIT, today reported its consolidated results for the period ended December 31, 2003.

Fourth Quarter Highlights included:

  • Successfully completed and upsized our initial public offering, including by virtue of the underwriters' full exercise of their over-allotment option, in which we sold 34,500,000 shares and generated net proceeds of $321 million for the Company after underwriters' discounts.
  • Successfully completed private placements, in which we sold an additional 4,550,000 shares and raised an additional $42.3 million for the Company in offering proceeds.
  • Acquired five of our seven initial hotel properties by year-end 2003 for aggregate consideration of approximately $153 million in cash and operating partnership units.
The financial results presented below and in the accompanying financial tables are for the period beginning with the closing of our initial public offering and our commencement of operations on December 19, 2003 through December 31, 2003.

Consolidated Financial Results

Consolidated Total Revenue was $0.7 million and Consolidated Net Loss was $(2.7) million, or $(.07) per share, for the period ended December 31, 2003.  The Consolidated Net Loss for the period resulted primarily from the following one-time charges relating to the Company's initial public offering, all of which were recorded as General and Administrative expenses: Stock-based compensation expense of $0.5 million and initial public offering related costs and reimbursements to our sponsor, Barcelo Crestline, of  $2.0 million.

Funds from operations, or FFO, which is defined as Consolidated Net Loss plus Depreciation and Amortization, was $(2.6) million, or $(.07) per share, and Earnings before Interest, Income Taxes, Depreciation, and Amortization, or EBITDA, was $(2.9) million, or $(.08) per share, for the period ended December 31, 2003.

Both FFO and EBITDA are non-GAAP financial measures within the meaning of the rules of the Securities and Exchange Commission.  Management believes both FFO and EBITDA to be key 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.  A reconciliation of these non-GAAP financial measures is included in the accompanying financial tables.

Balance Sheet/Liquidity

On December 19, 2003, the Company completed its initial public offering of 30,000,000 shares of common stock.  Together with the underwriters' full exercise of their over-allotment option to purchase 4,500,000 additional shares, the Company raised a total of $321 million in net offering proceeds from the initial public offering.  In addition to the initial public offering, the Company completed private placement transactions on December 19, 2003 that raised an additional $42.3 million in cash proceeds.  The Company used approximately $144 million of cash proceeds to acquire five of its initial seven hotel properties during the period ended December 31, 2003.  At December 31, 2003, the Company had $225.6 million of cash on hand.  Subsequent to December 31, 2003, the Company acquired the two remaining hotel properties of its initial portfolio by using approximately $36 million of cash proceeds and assuming $17 million of mortgage debt relating to one of the hotel properties.  As of February 20, 2004, the Company had approximately $180 million of cash and approximately $17 million of debt on its balance sheet.

The Company is currently in negotiations to obtain a corporate credit facility with several major financial institutions.  The facility will be designed to provide the capacity and flexibility to meet its targeted leverage objectives of 40 - 50% debt to capitalization.  The Company anticipates that this facility will be closed during the second quarter 2004.

Acquisition Pipeline

The Company acquired five of its initial acquisition properties in December and acquired the remaining two hotel properties in January.  The table below lists the key data associated with each of the hotel transactions:
     Location/Brand                           Rooms     Price $ MM*        Date

     Portsmouth, VA Renaissance            250       16.8       12/19/2003
     Sugar Land, TX Marriott                   300         33.8       12/19/2003
     Virginia Beach, VA Hilton Garden Inn  176       20.2       12/19/2003
     San Antonio, TX Marriott                    252       32.7       12/29/2003
     Savannah, GA Hyatt Regency              351      49.2       12/30/2003
     Tampa, FL Hilton                                 238      30.2       01/08/2004
     BWI Airport, MD Hilton Garden Inn       158       22.7       01/12/2004

    *  Represents fair value of consideration paid in the form of cash, operating partnership units, and in the case of the Tampa, FL Hilton, the assumption of $17 million of debt

James L. Francis, President and CEO of Highland Hospitality Corporation, stated, "We are pleased to have successfully completed our initial public offering.  As evidenced by the seven hotel transactions announced to date, our investment strategy has produced acquisitions that cover the spectrum from full to limited service hotels, including properties which will provide upside through upgrading and renovating, asset management or through new management expertise.  While there is a wealth of opportunities available to us, we continue to carefully allocate our capital to those investments that will maximize returns for our shareholders' over the long term."

($s in thousands)
                                                        December 31,
    Investment in hotel properties, net                $    147,562
    Cash and cash equivalents                               225,630
    Accounts receivable, net                                  2,917
    Prepaid expenses and other assets                         3,379
        Total assets                                   $    379,488

    Accounts payable and accrued expenses              $     15,768
        Total liabilities                                    15,768

    Minority interest in operating partnership                8,457
    Commitments and contingencies                                 -

    Preferred stock                                               -
    Common stock                                                399
    Additional paid-in capital                              365,454
    Unearned compensation                                    (7,917)
    Accumulated deficit                                      (2,673)
        Total owners' equity                                355,263

        Total liabilities and owners' equity           $    379,488

                           STATEMENT OF OPERATIONS
                 ($s in thousands, except per share amounts)
                                                        Period From
                                                    December 19, 2003 to
                                                     December 31, 2003

    Rooms                                             $        348
    Food and beverage                                          311
    Other                                                       24
        Total                                                  683

    Hotel operating expenses:
        Rooms                                                   89
        Food and beverage                                      310
        Other direct                                            20
        Indirect                                               341
            Total hotel operating expenses                     760
    Depreciation and amortization                              108
    Corporate general and administrative:
        Stock-based compensation                               637
        Other                                                2,257
    Total operating expenses                                 3,762

    Operating loss                                          (3,079)

    Interest income                                             65
    Interest expense                                             -
    Other income (expense)                                       -

    Loss before minority interest in
     operating partnership and income taxes                 (3,014)

    Minority interest in operating partnership                  64
    Income tax benefit                                         277

    Net loss                                          $     (2,673)

    Earnings per share:
        Basic and diluted                                    (0.07)
    Weighted average number of common
     shares outstanding:
        Basic and diluted                               37,459,423

                 ($s in thousands, except per share amounts)
    The following table reconciles net loss to FFO for the period from December 19, 2003 through December 31, 2003:
        Net loss                                $   (2,673)
        Add:  Depreciation and amortization            108
        FFO                                     $   (2,565)

        FFO per share:
            Basic and diluted                   $    (0.07)

    The following table reconciles net loss to EBITDA for the period from December 19, 2003 through December 31, 2003:
        Net loss                                $   (2,673)
        Add:  Depreciation and amortization            108
        Less: Interest income                          (65)
              Income tax benefit                      (277)
        EBITDA                                  $   (2,907)

        EBITDA per share:
            Basic and diluted                   $    (0.08)

Highland Hospitality Corporation is a newly formed, self-advised lodging real estate investment trust, or REIT, focused on hotel investments primarily in the United States.  The Company currently owns seven hotel properties with an aggregate of 1,725 rooms.  Additional information can be found on the company's website at

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.  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 forward-looking statements include, but are not limited to, the impact of the transaction on our business and future financial condition, our business and investment strategy, our understanding of our competition and current market trends and opportunities and projected capital expenditures.  Such statements are subject to numerous assumptions and uncertainties, many of which are outside Highland's control.  The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances.

Highland Hospitality Corporation

Also See: Newly Formed REIT, Highland Hospitality Corporation, Acquires First Three Properties for $71 million / December 2003
Highland Hospitality Corporation (HIH), a REIT, Expects IPO Proceeds of $342.3 million; Organized to Take Advantage of Lodging Investment Opportunities / December 2003

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