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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 13, 2024
LuxUrban Hotels Inc. |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
|
001-41473 |
|
82-3334945 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2125 Biscayne Blvd, Suite 253, Miami, Florida |
|
33137 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (877) 269-5952
N/A |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Ticker symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.00001 par value per share |
|
LUXH |
|
The Nasdaq Stock Market LLC |
13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share |
|
LUXHP |
|
The Nasdaq Stock Market LLC |
The information in
this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 2.02 Results of Operations and Financial Condition.
On May 13, 2024, LuxUrban Hotels Inc. (the
"Company") issued a press release announcing its financial results for the three months ended March 31, 2024. The full text
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 13, 2024 |
LUXURBAN
HOTELS INC. |
|
|
|
By: |
/s/ Shanoop Kothari |
|
|
Name: |
Shanoop Kothari |
|
|
Title: |
Co-Chief Executive Officer & Chief Financial Officer |
Exhibit 99.1
LuxUrban
Hotels Inc. Announces 2024 First Quarter Financial Results
MIAMI,
FL, - May 13, 2024 - LuxUrban Hotels Inc. (“LuxUrban” or the “Company”) (Nasdaq: LUXH), a
hospitality company which leases entire existing hotels on a long-term basis and rents rooms in its hotels to business and vacation travelers,
today announced financial results for the first quarter ended March 31, 2024 (“Q1 2024”), including adjusted EBITDA,
which is a non-GAAP measure and is accompanied by reconciliation tables in this release. The Company also announced that it will file
its Form 10-Q with the Securities and Exchange Commission on May 13, 2024.
“We
reported Q1 2024 net rental revenue of $29.1 million, a 27.6% increase from last year’s first quarter, and adjusted EBITDA of $2.5
million. Our bookings outlook as we enter the seasonally stronger spring and summer months is encouraging,” said Shanoop Kothari,
Chief Executive Officer. “We have taken a series of actions designed to stabilize our operations, refine our strategy, and align
the business to market opportunities that we believe can deliver the best long-term value to our stakeholders. While some of these choices
have been difficult, notably our decision to unwind our franchise partnership with Wyndham, we believe that these initiatives are necessary.
We remain mindful of the challenges before us and are committed to proactively addressing them. Our priorities for 2024 include improving
our working capital resources and cash flow profile while also enhancing our balance sheet and delivering organic revenue growth from
revenue management optimizations and ancillary revenues.”
Select
Q1 2024 Financial Results
All
comparisons are to the first quarter ended March 31, 2023 (“Q1 2023”), unless otherwise stated.
● | Net
rental revenue rose 27.6% to $29.1 million from $22.8 million, driven by an increase in average
units available to rent to 1,535 from 571, partially offset by lower Total RevPAR1
(TRevPAR) due to unit mix and the Company’s exit from its franchise partnership and
the surrender of certain properties. |
| |
● | Gross
profit (loss) was $(4.6) million as compared to gross profit of $5.4 million. The loss in
Q1 2024 included a $12.1 million increase in Other Expenses, that included, among other items,
greater costs of commissions, relocation costs, and employee costs and the surrender of certain
properties. |
| |
● | Total
operating expenses rose to $7.6 million, or 26.2% of net rental revenue, from $4.2 million,
or 18.5% of net rental revenue, due primarily to $2.7 million in non-cash, non-recurring
costs associated with the Company’s exit from its franchise partnership (“partnership
considerations”) as well as $1.6 million of other non-cash charges primarily associated
with stock compensation expense. Excluding these non-cash charges, operating expenses in
Q1 2024 were approximately $3.3 million, or 11% of net rental revenue. |
| |
● | Net
loss was $(16.8) million compared to a net loss of $(2.8) million. Net loss for Q1 2024 included
the above-referenced items, plus cash interest and financing costs of $2.5 million and non-cash
financing costs of $2.3 million. |
| |
● | Adjusted
EBITDA was $2.5 million compared to $4.0 million. |
| |
● | Cash
and cash equivalents were $1.0 million compared to $0.8 million at December 31, 2023. |
Property
Summary
As
of March 31, 2024, the Company leased 13 properties with 1,341 units available for rent with average weighted lease terms of 15.2 years
and 19.5 years including extension options.
1
The Company defines Total RevPAR (or TRevPAR) as total revenue received by the Company inclusive of room rental rates, ancillary
fees (which include but are not limited to resort fees, late/early check-in, baggage fees, parking fees paid to us, and upgrade
fees), cancellation fees, taxes (including other pass-through expenses) and other miscellaneous income received by the Company,
divided by the average available rooms for rent during a given period.
Termination
of Franchise Agreements
On
May 6, 2024, the Company terminated its franchise agreements with Wyndham Hotels & Resorts covering each of the Company’s properties
included in that relationship. The Company is currently in the process of de-platforming its properties from Wyndham’s systems
and moving each of its hotel listings back under full Company control. The Company expects that this process will be
completed by the end of May 2024 with minimal operational disruption, although unforeseen risks could cause delays.
As
part of the Company’s previously announced initiatives to add industry depth and breadth to its Board of Directors and management,
the Company reviewed all existing operational relationships and concluded that over the long term it would be better served operationally
and financially by returning to its origins as an independent operator.
Investor
Call
The
Company will host a conference call on Tuesday, May 14, 2024 at 9:00 am Eastern Time to discuss the results.
Investors
interested in participating in the live call can dial:
| ● | (646)
307-1963 - International |
A
simultaneous webcast of the call may be accessed online from the Events & Presentations section of the Investor Relations page of
the Company’s website at www.luxurbanhotels.com. You may pre-register for the webcast using this link: https://events.q4inc.com/attendee/373952880.
LuxUrban
Hotels Inc.
LuxUrban
Hotels Inc. secures long-term operating rights for entire hotels through Master Lease Agreements (MLA) and rents out, on a short-term
basis, hotel rooms to business and vacation travelers. The Company is strategically building a portfolio of hotel properties in destination
cities by capitalizing on the dislocation in commercial real estate markets and the large amount of debt maturity obligations on those
assets coming due with a lack of available options for owners of those assets. LuxUrban’s MLA allows owners to hold onto their
assets and retain their equity value while LuxUrban operates and owns the cash flows of the operating business for the life of the MLA.
Non-GAAP
Information
The
Company defines adjusted EBITDA as net income (loss) before income taxes and other taxes, interest and financing costs, non-cash compensation
expense, non-cash expenses associated with common stock issuance and stock options, non-cash rent expense amortization, depreciation,
amortization expenses, allowances, and CECL, non-cash financing costs, exit costs and non-cash deposit surrender, incremental processing
and channel financing fees, non-cash guarantee trust costs, normalized legal and accounting fees, normalized commissions, and non-cash
accrual for partnership considerations.
The
Company seeks to achieve profitable, long-term growth by monitoring and analyzing key operating metrics, including adjusted EBITDA. The
Company’s management uses non-GAAP financial metrics and related computations to evaluate and manage the business and to plan and
make near and long-term operating and strategic decisions. The management team believes these non-GAAP financial metrics are useful to
investors to provide supplemental information in addition to the GAAP financial results. Management reviews the use of its primary key
operating metrics from time-to-time.
Adjusted
EBITDA is not intended to be a substitute for any GAAP financial measure and, as calculated, may not be comparable to similarly titled
measures of performance of other companies in other industries or within the same industry. The Company’s management team believes
it is useful to provide investors with the same financial information that it uses internally to make comparisons of historical operating
results, identify trends in underlying operating results, and evaluate its business. Attached to
this release is a reconciliation of non-GAAP measures of adjusted EBITDA to what management believes is the most directly comparable
GAAP measure.
Forward
Looking Statements
This
press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended). The statements contained in this release that are not purely historical are forward-looking statements. Forward-looking
statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the
future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. Generally, the words “anticipates,” “believes,”
“continues,” “could,” “estimates,” “expects,” “intends,” “may,”
“might,” “plans,” “possible,” “potential,” “predicts,” “projects,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this release may include, for example, statements
with respect to the Company’s ability to successfully de-platform its properties from its former franchise partner and operate
independently, its ability to improve its working capital and cash flow profiles, enhance its balance sheet and deliver organic revenue
growth, scheduled property openings, expected closing of noted lease transactions, the Company’s ability to continue closing on
additional leases for properties in the Company’s pipeline, as well the Company’s anticipated ability to commercialize efficiently
and profitably the properties it leases and will lease in the future. The forward-looking statements contained in this release are based
on current expectations and belief concerning future developments and their potential effect on the Company. There can be no assurance
that future developments will be those that have been anticipated. These forward-looking statements are subject to a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results of performance to be materially
different from those expressed or implied by these forward-looking statements, including those set forth under the caption “Risk
Factors” in our public filings with the SEC, including in Item 1A of our Annual Report on Form 10-K for the year ended December
31, 2023 filed with the SEC on April 15, 2024, and any updates to those factors as set forth in subsequent Quarterly Reports on Form
10-Q or other public filings with the SEC. The forward-looking information and forward-looking statements contained in this press release
are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking
statements that are contained or referenced herein, except in accordance with applicable securities laws.
Contact |
|
|
Shanoop
Kothari |
|
Devin
Sullivan |
Chief
Executive Officer & Chief Financial Officer |
|
Managing
Director |
LuxUrban
Hotels Inc. |
|
The
Equity Group Inc. |
shanoop@luxurbanhotels.com |
|
dsullivan@equityny.com |
|
|
|
|
|
Conor
Rodriguez, Analyst |
|
|
crodriguez@equityny.com |
Condensed
Consolidated Balance Sheets
(UNAUDITED)
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and Cash Equivalents | |
$ | 994,904 | | |
$ | 752,848 | |
Accounts Receivable, Net | |
| 486,067 | | |
| 329,887 | |
Channel Retained Funds, Net | |
| 1,500,000 | | |
| 1,500,000 | |
Processor Retained Funds, Net | |
| 2,633,926 | | |
| 2,633,926 | |
Receivables from On-Line Travel Agencies, Net | |
| 6,749,769 | | |
| 6,936,254 | |
Receivables from City of New York and Landlords, Net | |
| 6,018,035 | | |
| 4,585,370 | |
Prepaid Expenses and Other Current Assets | |
| 1,361,114 | | |
| 1,959,022 | |
Prepaid Guarantee Trust - Related Party | |
| 672,750 | | |
| 1,023,750 | |
Total Current Assets | |
| 20,416,565 | | |
| 19,721,057 | |
Other Assets | |
| | | |
| | |
Furniture, Equipment and Leasehold Improvements, Net | |
| 677,559 | | |
| 691,235 | |
Security Deposits - Noncurrent | |
| 20,607,413 | | |
| 20,307,413 | |
Prepaid Expenses and Other Noncurrent Assets | |
| 5,974,276 | | |
| 960,729 | |
Operating Lease Right-Of-Use Assets, Net | |
| 229,016,100 | | |
| 241,613,588 | |
Total Other Assets | |
| 256,275,348 | | |
| 263,572,965 | |
Total Assets | |
$ | 276,691,913 | | |
$ | 283,294,022 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable and Accrued Expenses | |
$ | 28,868,844 | | |
$ | 23,182,305 | |
Bookings Received in Advance | |
| 6,576,403 | | |
| 4,404,216 | |
Short Term Business Financing, Net | |
| 3,733,417 | | |
| 1,115,120 | |
Loans Payable - Current | |
| 1,666,108 | | |
| 1,654,589 | |
Initial Direct Costs Leases - Current | |
| 300,000 | | |
| 486,390 | |
Operating Lease Liabilities - Current | |
| 1,944,026 | | |
| 1,982,281 | |
Development Incentive Advances - Current | |
| 8,893,987 | | |
| 300,840 | |
Total Current Liabilities | |
| 51,982,785 | | |
| 33,125,741 | |
Long-Term Liabilities | |
| | | |
| | |
Loans Payable | |
| 1,447,720 | | |
| 1,459,172 | |
Development Incentive Advances - Noncurrent | |
| - | | |
| 5,667,857 | |
Initial Direct Costs Leases - Noncurrent | |
| 3,950,000 | | |
| 4,050,000 | |
Operating Lease Liabilities - Noncurrent | |
| 231,815,657 | | |
| 242,488,610 | |
Total Long-Term Liabilities | |
| 237,213,377 | | |
| 253,665,639 | |
Total Liabilities | |
| 289,196,162 | | |
| 286,791,380 | |
Mezzanine equity | |
| | | |
| | |
13% Redeemable Preferred Stock; Liquidation Preference $25 per Share; 10,000,000
Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | |
| 5,775,596 | | |
| 5,775,596 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Common Stock (shares authorized, issued, outstanding - 41,839,361, and 27,691,918, respectively) | |
| 418 | | |
| 394 | |
Additional Paid In Capital | |
| 98,455,107 | | |
| 90,437,155 | |
Accumulated Deficit | |
| (116,735,370 | ) | |
| (99,710,503 | ) |
Total Stockholders’ Deficit | |
| (18,279,845 | ) | |
| (9,272,954 | ) |
Total Liabilities and Stockholders’ Deficit | |
$ | 276,691,913 | | |
$ | 283,294,022 | |
See
accompanying notes to condensed consolidated financial statements.
Condensed
Consolidated Statement of Operations
(UNAUDITED)
| |
Three Months Ended | |
| |
March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Net Rental Revenue | |
$ | 29,101,207 | | |
$ | 22,814,175 | |
Rent Expense | |
| 8,344,007 | | |
| 5,421,867 | |
Non-Cash Rent Expense Amortization | |
| 2,093,667 | | |
| 1,651,669 | |
Surrender of Deposits | |
| 750,000 | | |
| - | |
Other Expenses | |
| 22,508,411 | | |
| 10,378,765 | |
Total Cost of Revenue | |
| 33,696,085 | | |
| 17,452,301 | |
Gross (Loss) Profit | |
| (4,594,878 | ) | |
| 5,361,874 | |
| |
| | | |
| | |
General and Administrative Expenses | |
| 3,755,756 | | |
| 2,742,586 | |
Non-Cash Issuance of Common Stock for Operating Expenses | |
| 304,925 | | |
| 884,816 | |
Non-Cash Stock Compensation Expense | |
| 724,514 | | |
| 429,996 | |
Non-Cash Stock Option Expense | |
| 152,339 | | |
| 167,573 | |
Partnership Considerations | |
| 2,679,469 | | |
| - | |
Total Operating Expenses | |
| 7,617,003 | | |
| 4,224,971 | |
(Loss) Income from Operations | |
| (12,211,881 | ) | |
| 1,136,903 | |
Other Income (Expense) | |
| | | |
| | |
Other Income | |
| 210,076 | | |
| 39,878 | |
Cash Interest and Financing Costs | |
| (2,459,800 | ) | |
| (2,130,605 | ) |
Non-Cash Financing Costs | |
| (2,324,270 | ) | |
| (1,704,549 | ) |
Total Other Expense | |
| (4,573,994 | ) | |
| (3,795,276 | ) |
Loss Before Provision for Income Taxes | |
| (16,785,875 | ) | |
| (2,658,373 | ) |
Provision for Income Taxes | |
| - | | |
| 122,161 | |
Net Loss | |
| (16,785,875 | ) | |
| (2,780,534 | ) |
Preferred Stock Dividend | |
| (238,992 | ) | |
| - | |
Net Loss Attributable to Common Stockholders | |
$ | (17,024,867 | ) | |
$ | (2,780,534 | ) |
Basic Loss Per Common Share | |
$ | (0.35 | ) | |
$ | (0.10 | ) |
Diluted Loss Per Common Share | |
$ | (0.35 | ) | |
$ | (0.10 | ) |
Basic and Diluted Weighted Average Number of Common Shares Outstanding | |
| 49,223,606 | | |
| 28,659,358 | |
See
accompanying notes to condensed consolidated financial statements.
Non-GAAP
Financial Measures
To
supplement the condensed consolidated financial statements, which are prepared in accordance with GAAP, we use adjusted EBITDA as a non-GAAP
financial measure. We define Adjusted EBITDA above in the paragraph entitled “Non-GAAP Information.”
The
following table provides reconciliation of our net income (loss) to Adjusted EBITDA.
| |
For The Three Months Ended | |
($ in millions) | |
March 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Net Income (Loss) | |
$ | (16,785,875 | ) | |
$ | (2,780,534 | ) |
| |
| | | |
| | |
Provision for Income Taxes and Other Taxes | |
| 2,788,305 | | |
| 122,161 | |
Interest and Financing Costs | |
| 2,459,800 | | |
| 2,130,605 | |
Non-Cash Compensation Expense | |
| 724,514 | | |
| 429,996 | |
Non-Cash Issuance of Common Stock for Operating Expenses | |
| 304,925 | | |
| - | |
Non-Cash Stock Option Expense | |
| 152,339 | | |
| 167,573 | |
Non-Cash Rent Expense Amortization | |
| 2,093,667 | | |
| 1,651,669 | |
Non-Cash Depreciation, Amortization Expense, Allowances, & CECL | |
| 300,252 | | |
| 11,031 | |
Non-Cash Financing Costs | |
| 2,324,270 | | |
| 1,704,549 | |
Exit Costs / Deposit Surrender | |
| 1,227,750 | | |
| 602,726 | |
Incremental Processing and Channel Financing Fees for Credit Risk | |
| 1,527,549 | | |
| - | |
Non-Cash Guarantee Trust | |
| 351,000 | | |
| - | |
Normalized Legal and Accounting | |
| 276,143 | | |
| - | |
Normalized Commissions | |
| 2,118,136 | | |
| - | |
Non-Cash Accrual for Partnership Considerations | |
| 2,679,469 | | |
| | |
Adjusted EBITDA | |
$ | 2,542,244 | | |
$ | 4,039,776 | |
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May 13, 2024 |
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|
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|
Entity Registrant Name |
LuxUrban Hotels Inc.
|
Entity Central Index Key |
0001893311
|
Entity Tax Identification Number |
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|
Entity Incorporation, State or Country Code |
DE
|
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2125 Biscayne Blvd
|
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Suite 253
|
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Miami
|
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|
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33137
|
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|
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269-5952
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|
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|
Title of 12(b) Security |
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|
Trading Symbol |
LUXH
|
Security Exchange Name |
NASDAQ
|
Series A Cumulative Redeemable Preferred [Member] |
|
Title of 12(b) Security |
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LuxUrban Hotels (NASDAQ:LUXHP)
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LuxUrban Hotels (NASDAQ:LUXHP)
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부터 6월(6) 2023 으로 6월(6) 2024