EX-99.1 2 a13-23376_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

For Additional Information:

Bryan Giglia

Sunstone Hotel Investors, Inc.

(949) 382-3036

 

SUNSTONE HOTEL INVESTORS REPORTS RESULTS FOR THIRD QUARTER 2013

Company to Acquire the 802-Room Hyatt Regency San Francisco

Declares $0.05 Quarterly Cash Dividend on Common Shares

 

ALISO VIEJO, CA — November 11, 2013 — Sunstone Hotel Investors, Inc. (the “Company” or “Sunstone”) (NYSE: SHO) today announced results for the third quarter ended September 30, 2013.

 

Third Quarter 2013 Operational Results (as compared to Third Quarter 2012) (1):

 

·                  Comparable Hotel RevPAR increased 7.6% to $152.24.

·                  Comparable Hotel EBITDA Margins increased 220 basis points to 30.6%.

·                  Adjusted EBITDA increased 16.2% to $69.8 million.

·                  Adjusted FFO per diluted share increased 30.4% to $0.30.

·                  Income available to common stockholders was $11.6 million (vs. $30.9 million in 2012).

·                  Income available to common stockholders per diluted share was $0.07 (vs. $0.23 in 2012).

 

Ken Cruse, Chief Executive Officer, stated, “As we previously announced, improving demand trends in the third quarter led to a 7.6% improvement in our Comparable RevPAR, while our continued focus on property-level efficiencies helped drive a 220 basis point expansion of our Hotel EBITDA Margins.  As a result, our Adjusted FFO per diluted share increased by more than 30% as compared to the third quarter 2012.  As reflected in our updated 2013 outlook, we estimate that the recent federal government shutdown will have an isolated impact on our fourth quarter Adjusted EBITDA.  However, we expect this event to have no lasting effect on portfolio performance following the fourth quarter. More importantly, our portfolio’s leading indicators point to continued growth in 2014.  During the third quarter our operators set another record for same-store group bookings, and consequently our group pace for 2014 continues to strengthen.  With record-level occupancies, our operators are well-positioned to increase average daily rate.  Accordingly, we currently anticipate our negotiated corporate business to increase more than 7% portfolio-wide in 2014.  We believe Sunstone-specific factors, including the inclusion of hotels acquired during 2013 and the completion of major renovation work on a number of our hotels during 2013, should help fuel strong relative growth in 2014.”

 

Mr. Cruse continued, “We are pleased to announce our pending acquisition of the 802-room Hyatt Regency San Francisco. The hotel is located in the heart of San Francisco’s Central Business District and is anticipated to benefit from San Francisco’s favorable supply and demand dynamic as well as the over 3 million square feet of additional office space under construction within a five block radius of the hotel.  Consistent with our stated strategy, we expect this all-equity acquisition to improve the quality, scale and growth rate of our portfolio, while continuing to gradually deleverage our balance sheet.”

 


(1)         Comparable Hotel RevPAR and Comparable Hotel EBITDA Margin information presented reflect the Company’s Comparable 27 Hotel Portfolio, which includes all hotels held for investment by the Company as of September 30, 2013 except the Boston Park Plaza, and which also includes prior ownership results as applicable in 2013 and 2012 for the Hilton New Orleans St. Charles acquired by the Company in May 2013, along with prior ownership results as applicable in 2012 for the Hyatt Chicago Magnificent Mile acquired by the Company in June 2012, and the Hilton Garden Inn Chicago Downtown/Magnificent Mile acquired by the Company in July 2012. Comparable Hotel RevPAR includes the effects of converting the operating statistics for the Company’s ten Marriott-managed hotels from a 13-period basis as reported in 2012 to a standard 12-month calendar basis. Comparable Hotel EBITDA Margin information excludes prior year net property tax adjustments.

 

1



 

SELECTED FINANCIAL DATA

($ in millions, except RevPAR, ADR and per share amounts)

(unaudited)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

% Change

 

2013

 

2012

 

% Change

 

Total Revenue

 

$

250.4

 

$

205.0

 

22.1

%

$

679.9

 

$

596.1

 

14.1

%

Comparable Hotel RevPAR(1)

 

$

152.24

 

$

141.44

 

7.6

%

$

144.83

 

$

139.31

 

4.0

%

Comparable Hotel Occupancy (1)

 

84.9

%

81.4

%

350 bps

 

80.8

%

80.4

%

40 bps

 

Comparable Hotel ADR (1)

 

$

179.32

 

$

173.76

 

3.2

%

$

179.25

 

$

173.27

 

3.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Hotel EBITDA Margin

 

30.6

%

28.4

%

220 bps

 

29.4

%

28.6

%

80 bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15.8

 

$

39.6

 

 

 

$

64.8

 

$

38.4

 

 

 

Income available to common stockholders

 

$

11.6

 

$

30.9

 

 

 

$

44.3

 

$

14.3

 

 

 

Income available to common stockholders per diluted share

 

$

0.07

 

$

0.23

 

 

 

$

0.28

 

$

0.11

 

 

 

EBITDA

 

$

68.0

 

$

96.4

 

 

 

$

221.2

 

$

205.5

 

 

 

Adjusted EBITDA

 

$

69.8

 

$

60.1

 

 

 

$

178.5

 

$

174.3

 

 

 

FFO

 

$

46.7

 

$

30.0

 

 

 

$

93.3

 

$

81.7

 

 

 

Adjusted FFO

 

$

48.0

 

$

31.6

 

 

 

$

110.7

 

$

87.4

 

 

 

FFO per diluted share

 

$

0.29

 

$

0.22

 

 

 

$

0.59

 

$

0.66

 

 

 

Adjusted FFO per diluted share

 

$

0.30

 

$

0.23

 

 

 

$

0.70

 

$

0.70

 

 

 

 


(1)         Comparable Hotel operating statistics include the effects of converting the Company’s ten Marriott-managed hotels from a 13-period basis as reported in 2012 to a standard 12-month calendar basis.

 

Disclosure regarding the non-GAAP financial measures in this release is included on page 5. Reconciliations of non-GAAP financial measures to the most comparable GAAP measure for each of the periods presented are included on pages 10 through 14 of this release.

 

The Company’s actual results for the quarter ended September 30, 2013 compare to its guidance originally provided on August 5, 2013 as follows:

 

Metric

 

Quarter Ended 
September 30, 2013
Guidance (1)

 

Quarter Ended 
September 30, 2013
Actual Results 
(unaudited)

 

Performance 
Relative to Prior
Guidance Midpoint

 

Comparable Hotel RevPAR Growth (2)

 

+5.0% - 7.0%

 

7.6

%

+1.6

%

Net Income ($ millions)

 

$14 - $17

 

$

16

 

$

0

 

Adjusted EBITDA ($ millions)

 

$66 - $69

 

$

70

 

$

2

 

Adjusted FFO ($ millions)

 

$44 - $47

 

$

48

 

$

2

 

Adjusted FFO per diluted share

 

$0.27 - $0.29

 

$

0.30

 

$

0.02

 

Diluted Weighted Average Shares Outstanding

 

161,500,000

 

161,373,000

 

(127,000

)

 


(1)         Reflects guidance presented on August 5, 2013

(2)         Comparable Hotel RevPAR statistics include the effects of converting the Company’s ten Marriott-managed hotels from a 13-period basis as reported in 2012 to a standard 12-month calendar basis.

 

Recent Developments

 

On October 28, 2013, the Company entered into a purchase-and-sale agreement to acquire the 802-room Hyatt Regency San Francisco (the “Hotel”) for an investment value of $262.5 million ($327,000/key).  The gross purchase price equates to a 14.2x multiple on 2014 forecasted Hotel EBITDA of $18.5 million and a 6.0% capitalization rate on 2014 forecasted hotel net operating income.  During the Company’s anticipated 2013 ownership period and due to normal seasonality, the Hotel is expected to generate between $(0.3) million and $(0.1) million of Hotel EBITDA and between $(0.5) million and $(0.3) million of hotel net operating loss.  Hyatt will continue to operate the Hotel under an operating lease with economics that follow a typical management fee structure. The Company plans to fund the acquisition of the Hotel using proceeds from its issuance of common stock on November 1, 2013. The forecast amounts are based on our assumptions of operating performance and the other matters described below.  We cannot assure you that the forecasts will be achieved.

 

The Hotel is located in the heart of San Francisco’s Central Business District and is part of the Embarcadero District of downtown San Francisco, the fifth largest office market in the country.  In addition to the 3.0 million square feet of office space currently at the Embarcadero Center, there is an additional 3.0 million square feet of office space under construction near the new Transbay Terminal within a few blocks of the Hotel. The Hotel’s 444 square foot average guestroom and 67,000 square feet of meeting and banquet space position the Hotel to capitalize on the expansion of the Embarcadero District as the premiere branded hotel in the Embarcadero.

 

Key Highlights from this transaction include:

 

·                  The Hotel is located on Market Street, across the street from the Ferry Terminal Building and within the financial district of San Francisco.  The Hotel is expected to benefit from several local office developments currently under construction, as well as the new downtown transportation hub that is also underway.

 

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·                  We expect the San Francisco hotel market to experience continued strong demand growth due to rapidly expanding professional and business services employment and a strong city-wide convention calendar.

·                  We expect the San Francisco market to face less than 1.0% growth in new hotel supply over the next four years as hotel development in the city generally remains unattractive due to high development costs.

·                  The Hotel will increase our 2013 pro forma portfolio Comparable RevPAR by approximately $3.97, or 2.7%.

·                  The equity-funded acquisition will reduce our pro forma 2013 corporate leverage ratio (debt plus preferred equity to total capitalization) by approximately 7%, and will enhance our financial flexibility by increasing our pool of unencumbered hotels to 13.

·                  The addition of the Hotel will improve our portfolio’s geographic distribution and brand diversification.

 

On November 1, 2013, the Company issued 20,000,000 shares of its common stock for estimated gross proceeds of $271.2 million (the “Offering”). The Company will use a majority of these proceeds to purchase the Hotel, and will use the remaining proceeds for future acquisitions or general corporate purposes, including working capital and capital investment in the Company’s portfolio.

 

Balance Sheet/Liquidity Update

 

As of September 30, 2013, the Company had approximately $184.4 million of cash and cash equivalents, including restricted cash of $84.1 million.  Adjusting for the funds received from the Company’s Offering and the funds used to purchase the Hyatt Regency San Francisco, the Company’s pro forma cash balance as of September 30, 2013 was approximately $193.1 million of cash and cash equivalents, including restricted cash of $84.1 million.

 

As of September 30, 2013, the Company had total assets of $3.3 billion, including $3.0 billion of net investments in hotel properties, total consolidated debt of $1.4 billion and stockholders’ equity of $1.6 billion.

 

Capital Improvements

 

The Company invested $22.6 million into capital improvements of its portfolio during the third quarter of 2013. Year-to-date, the Company has completed significant renovations at the Hilton Times Square, Hyatt Chicago Magnificent Mile, Hyatt Regency Newport Beach and the Renaissance Westchester.

 

2013 Outlook

 

The Company is providing guidance at this time, but does not undertake to make updates for any developments in its business or changes in the operating environment. Achievement of the anticipated results is subject to risks and uncertainties, including those disclosed in the Company’s filings with the Securities and Exchange Commission.  The Company’s guidance does not take into account the impact of any unannounced hotel acquisitions, dispositions, re-brandings, management changes, transition costs, prior-year property tax assessments and/or credits, debt repurchases or unannounced financings during 2013.

 

For the fourth quarter of 2013, the Company expects:

 

Metric

 

Quarter Ended 
December 31, 2013
Guidance

 

Equity Offering /
Acquisition of the
Hyatt Regency San
Francisco (1)

 

Revised Quarter
Ended December 31,
2013 Guidance (1)

 

Change to Prior
Guidance Midpoint

 

Comparable Hotel RevPAR Growth (2)

 

+3.0% - 4.0%

 

5% - 6%

 

+3.0% - 4.0%

 

 

Net Income ($ millions)

 

$6 - $10

 

 

$6 - $10

 

 

Adjusted EBITDA ($ millions)

 

$59 - $63

 

 

$59 - $63

 

 

Adjusted FFO ($ millions)

 

$36 - $40

 

 

$36 - $40

 

 

Adjusted FFO per diluted share

 

$0.22 - $0.25

 

$(0.02)

 

$0.21 - $0.23

 

$

(0.02

)

Diluted Weighted Average Shares Outstanding

 

161,400,000

 

13,260,000

 

174,660,000

 

13,260,000

 

 


(1)         Reflects November 1, 2013 equity issuance (weighted average) and the anticipated December 2013 acquisition of the Hyatt Regency San Francisco.

(2)         Comparable Hotel RevPAR statistics include the effects of converting the Company’s ten Marriott-managed hotels from a 13-period basis as reported in 2012 to a standard 12-month calendar basis.

 

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For the full year 2013, the Company expects:

 

Metric

 

Prior 2013 FY 
Guidance (1)

 

Equity Offering /
Acquisition of the
Hyatt Regency San
Francisco (2)

 

Revised 2013 FY
Guidance (2)

 

Change to Prior
Guidance Midpoint

 

Comparable Hotel RevPAR Growth (3)

 

+3.0% - 5.0%

 

10% - 12%

 

+3.5% - 5.5%

 

+0.5

%

Net Income ($ millions)

 

$73 - $77

 

 

$73 - $77

 

 

Adjusted EBITDA ($ millions)

 

$238 - $242

 

 

$238 - $242

 

 

Adjusted FFO ($ millions)

 

$147 - $151

 

 

$147 - $151

 

 

Adjusted FFO per diluted share

 

$0.92 - $0.95

 

$(0.02)

 

$0.90 - $0.93

 

$

(0.02

)

Diluted Weighted Average Shares Outstanding

 

159,100,000

 

3,340,000

 

162,440,000

 

3,340,000

 

 


(1)         Reflects guidance presented on October 24, 2013.

(2)         Reflects November 1, 2013 equity issuance (weighted average) and the anticipated December 2013 acquisition of the Hyatt Regency San Francisco.

(3)         Comparable Hotel RevPAR statistics include the effects of converting the Company’s ten Marriott-managed hotels from a 13-period basis as reported in 2012 to a standard 12-month calendar basis.

 

Fourth quarter and full year 2013 guidance is based in part on the following assumptions:

 

·                  Announced transactions are included as of their actual or expected closing date.

 

·                  4.60% Exchangeable Senior Notes redemption — January 21, 2013.

·                  Rochester Portfolio disposition — January 25, 2013.

·                  Series A preferred stock redemption — March 1, 2013.

·                  Hilton New Orleans St. Charles acquisition — May 1, 2013.

·                  Series C preferred stock redemption — May 31, 2013.

·                  Boston Park Plaza acquisition — July 2, 2013.

·                  20.0 million common share equity offering — November 1, 2013.

·                  Expected acquisition of the Hyatt Regency San Francisco — December 2, 2013.

 

·                  Full year capital investment of $115.0 million to $120.0 million.

·                  Approximately $2.0 million to $3.0 million of EBITDA disruption related to the government shutdown during the fourth quarter.

·                  Hotel revenue disruption of approximately $10.0 million related to renovation projects completed during the first and second quarters — no material renovation-related displacement is assumed during the remainder of 2013.

·                  Full year renovation-related hotel RevPAR disruption of approximately 100 to 125 basis points.

·                  Full year comparable hotel EBITDA margin expansion of approximately 25 to 75 basis points.

·                  Full year and fourth quarter Comparable Hotel RevPAR and comparable hotel EBITDA margins exclude the Boston Park Plaza due to the addition of 12 rooms in September 2012, and an additional 100 rooms in January 2013.

·                  Full year corporate overhead expense (excluding stock amortization and one-time expenses related to future acquisition closing costs) of approximately $20.0 million to $21.0 million.

·                  Full year interest expense of approximately $71.0 million to $73.0 million, including $3.0 million in amortization of deferred financing fees.

·                  Full year preferred dividends of approximately $15.0 million for the Series D cumulative redeemable preferred stock, the Series A cumulative redeemable preferred stock through the March 1, 2013 redemption date and the Series C preferred stock through the May 31, 2013 redemption date.

 

Dividend Update

 

On November 8, 2013, the Company’s Board of Directors declared a cash dividend of $0.05 per share payable to its common stockholders. The Company’s Board of Directors also declared a cash dividend of $0.50 per share payable to its Series D cumulative redeemable preferred stockholders. The dividends will be paid on or before January 15, 2014 to common and preferred stockholders of record on December 31, 2013.

 

Subject to certain limitations, the Company intends to make dividends on its stock in amounts equivalent to 100% of its annual taxable income.  The Company expects to apply the majority of its remaining net operating loss carryforwards to reduce its taxable income in respect of 2013, which will reduce the level of common stock dividends declared for 2013. The level of any future dividends will be determined by the Company’s Board of Directors after considering taxable income projections, expected capital requirements, risks affecting the Company’s business and in context of the Company’s leverage-reduction initiatives.  As a result, any future common stock dividends may be comprised of cash only, or a combination of cash and stock, consistent with Internal Revenue Service guidelines.

 

Supplemental Disclosures

 

Contemporaneous with this release, the Company has furnished a Form 8-K with unaudited financial information. This additional information is being provided as a supplement to information prepared in accordance with generally accepted accounting principles. The Company undertakes no obligation to update any of the information provided to conform to actual results or changes in the Company’s portfolio, capital structure or future expectations.

 

4



 

Earnings Call

 

The Company will host a conference call to discuss third quarter 2013 financial results on November 12, 2013, at 12:00 p.m. Eastern Time (9:00 a.m. Pacific Time). A live web cast of the call will be available via the Investor Relations section of the Company’s website.  Alternatively, investors may dial 1-877-941-9205 (for domestic callers) or 1-480-629-9771 (for international callers). A replay of the web cast will also be archived on the website.

 

About Sunstone Hotel Investors, Inc.

 

Sunstone Hotel Investors, Inc. is a lodging real estate investment trust (“REIT”) that as of November 11, 2013 has interests in 28 hotels comprised of 12,942 rooms. Adjusting for the Company’s expected acquisition of the Hyatt Regency San Francisco, the Company will have interests in 29 hotels comprised of 13,744 rooms. Sunstone’s hotels are primarily in the upper upscale segment and are operated under nationally recognized brands, such as Marriott, Hilton, Hyatt, Fairmont and Sheraton. For further information, please visit Sunstone’s website at www.sunstonehotels.com.

 

Sunstone’s mission is to create meaningful value for our stockholders by becoming the premier hotel owner.  Our values include transparency, trust, ethical conduct, communication and discipline.  Our goal is to improve the quality and scale of our portfolio while gradually deleveraging our balance sheet. As demand for lodging generally fluctuates with the overall economy (we refer to these changes in demand as the lodging cycle), we seek to employ a balanced, cycle-appropriate corporate strategy that encompasses the following:

 

·                  Proactive portfolio management;

·                  Intensive asset management;

·                  Disciplined external growth; and

·                  Measured balance sheet improvement.

 

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: volatility in the debt or equity markets affecting our ability to acquire or sell hotel assets; international, national and local economic and business conditions, including the likelihood of a U.S. recession; the ability to maintain sufficient liquidity and our access to capital markets; potential terrorist attacks, which would affect occupancy rates at our hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of our indebtedness and our ability to meet covenants in our debt and equity agreements; relationships with property managers and franchisors; our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in travel patterns, taxes and government regulations, which influence or determine wages, prices, construction procedures and costs; our ability to identify, successfully compete for and complete acquisitions; the performance of hotels after they are acquired; necessary capital expenditures and our ability to fund them and complete them with minimum disruption; our ability to continue to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes; and other risks and uncertainties associated with our business described in the Company’s filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All forward-looking information in this release is as of November 11, 2013, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

 

This release should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at www.sunstonehotels.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

 

Non-GAAP Financial Measures

 

We present the following non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance: Earnings Before Interest Expense, Taxes, Depreciation and Amortization, or EBITDA; Adjusted EBITDA (as defined below); Funds From Operations, or FFO; Adjusted FFO (as defined below); and comparable hotel EBITDA and comparable hotel EBITDA margin. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. EBITDA, Adjusted EBITDA, FFO, Adjusted FFO, comparable hotel EBITDA and comparable hotel EBITDA margin as calculated by us, may not be comparable to other companies that do not define such terms exactly as the Company. These non-GAAP measures are used in addition to and in conjunction with results presented in accordance with GAAP. They should not be considered as

 

5



 

alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

 

EBITDA is a commonly used measure of performance in many industries. We believe EBITDA is useful to investors in evaluating our operating performance because this measure helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization) from our operating results. We also believe the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. In addition, certain covenants included in our indebtedness use EBITDA as a measure of financial compliance. We also use EBITDA as a measure in determining the value of hotel acquisitions and dispositions.

 

Historically, we have adjusted EBITDA when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful information to investors regarding our operating performance and that the presentation of Adjusted EBITDA, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance.

 

We believe that the presentation of FFO provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified non-cash items such as real estate depreciation and amortization, amortization of lease intangibles, any real estate impairment loss and any gain or loss on sale of real estate assets, all of which are based on historical cost accounting and may be of lesser significance in evaluating our current performance. We believe the use of FFO facilitates comparisons between us and other lodging REITs.

 

We also present Adjusted FFO when evaluating our operating performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance, and may facilitate comparisons of operating performance between periods and our peer companies.

 

We adjust EBITDA and FFO for the following items, which may occur in any period, and refer to these measures as either Adjusted EBITDA or Adjusted FFO:

 

·                  Amortization of favorable and unfavorable contracts: we exclude the non-cash amortization of the favorable management contract asset and the unfavorable tenant lease liability recorded in conjunction with our acquisition of the Hilton Garden Inn Chicago Downtown/Magnificent Mile, along with the favorable tenant lease asset recorded in conjunction with our acquisition of the Hilton New Orleans St. Charles, and the unfavorable tenant lease liabilities recorded in conjunction with our acquisition of the Boston Park Plaza. The amortization of favorable and unfavorable contracts does not reflect the underlying performance of our hotels.

 

·                  Ground rent adjustments: we exclude the non-cash expense incurred from straightlining our ground lease obligations as this expense does not reflect the underlying performance of our hotels.

 

·                  Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.

 

·                  Acquisition costs: under GAAP, costs associated with completed acquisitions are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the Company.

 

·                  Consolidated partnership adjustments: we deduct the non-controlling partner’s pro rata share of any EBITDA or FFO adjustments related to our consolidated Hilton San Diego Bayfront partnership.

 

·                  Cumulative effect of a change in accounting principle: infrequently, the FASB promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments because they do not reflect our actual performance for that period.

 

·                  Impairment losses: we exclude the effect of impairment losses because we believe that including them in Adjusted EBITDA and Adjusted FFO is not consistent with reflecting the ongoing performance of our remaining assets.

 

6



 

·                  Other adjustments: we exclude other adjustments such as lawsuit settlement costs (or the reversal of these costs), prior year property tax assessments and/or credits, management company transition costs, and departmental closing costs, including severance, because we do not believe these costs reflect our actual performance and/or the ongoing operations of our hotels.

 

In addition, to derive Adjusted EBITDA we exclude the non-cash expense incurred with the amortization of deferred stock compensation as this expense does not reflect the underlying performance of our hotels. We also include an adjustment for the cash ground lease expense recorded on the Hyatt Chicago Magnificent Mile’s building lease. Upon acquisition of this hotel, we determined that the building lease was a capital lease, and, therefore, we include a portion of the capital lease payment each month in interest expense. We include an adjustment for ground lease expense on capital leases in order to more accurately reflect the operating performance of the Hyatt Chicago Magnificent Mile. We also exclude the effect of gains and losses on the disposition of depreciable assets because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our assets. In addition, material gains or losses from the depreciated value of the disposed assets could be less important to investors given that the depreciated asset value often does not reflect its market value.

 

To derive Adjusted FFO, we also exclude the non-cash gains or losses on our derivatives, as well as the original issuance costs associated with the redemption of preferred stock and any federal and state taxes associated with the application of net operating loss carryforwards. We believe that these items are not reflective of our ongoing finance costs.

 

In presenting comparable hotel EBITDA and comparable hotel EBITDA margins, the revenue and expense items associated with BuyEfficient and other miscellaneous non-hotel items have been excluded. We believe the calculation of comparable hotel EBITDA results in a more accurate presentation of the hotel EBITDA margins for the Company’s 27 comparable hotels, and that these non-GAAP financial measures are useful to investors in evaluating our property-level operating performance. Our 27 comparable hotels include all hotels held for investment as of September 30, 2013 except the Boston Park Plaza, and also include prior ownership results as applicable in 2012 and 2013 for the Hilton New Orleans St. Charles acquired in May 2013, along with prior ownership results as applicable in 2012 for the Hyatt Chicago Magnificent Mile acquired in June 2012 and the Hilton Garden Inn Chicago Downtown/Magnificent Mile acquired in July 2012.

 

Our presentation of Comparable Hotel RevPAR, Comparable Hotel Occupancy and Comparable Hotel ADR include the effects of converting the operating statistics for the Company’s ten Marriott-managed hotels from a 13-period basis as reported in 2012 to a standard 12-month calendar basis.

 

Reconciliations of net income to EBITDA, Adjusted EBITDA, FFO and Adjusted FFO are set forth on page 10.  Reconciliations and the components of comparable hotel EBITDA and comparable hotel EBITDA margin are set forth on pages 13 and 14.

 

Hyatt Regency San Francisco

Property-Level EBITDA Reconciliation

(Unaudited, $ in thousands)

 

 

 

 

 

 

 

 

 

Equals:

 

Hotel

 

 

 

Equals:

 

 

 

 

 

Total

 

Net Income /

 

Plus:

 

Hotel

 

EBITDA

 

Less:

 

Hotel Net Operating

 

FFO

 

 

 

Revenues

 

(Loss)

 

Depreciation

 

EBITDA

 

Margin

 

FF&E Reserve

 

Income / (Loss)

 

Contribution (5)

 

Sunstone 2013 Expected Ownership Period (1)

 

$

5,100

 

$

(1,300

)

$

1,100

 

$

(200

)

-3.9

%

$

(153

)

$

(353

)

$

(200

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full Year 2013 (2)

 

$

86,400

 

$

3,000

 

$

13,800

 

$

16,800

 

19.4

%

$

(2,592

)

$

14,208

 

$

16,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forecast Full Year 2014 (3)

 

$

90,700

 

$

4,700

 

$

13,800

 

$

18,500

 

20.4

%

$

(2,721

)

$

15,779

 

$

18,500

 

2014 EBITDA Multiple / Cap Rate (4)

 

 

 

 

 

 

 

14.2

x

 

 

 

 

6.0

%

 

 

 


(1)             Sunstone 2013 Expected Ownership Period for the Hyatt Regency San Francisco reflects forecast results from the expected acquisition date of December 2, 2013 through December 31, 2013.

(2)             Full Year 2013 for the Hyatt Regency San Francisco reflects actual prior ownership results from January 1, 2013 through September 30, 2013, plus forecast results from October 1, 2013 through the remainder of the year. Also includes the Company’s pro forma adjustment for depreciation expense.

(3)             Full Year 2014 reflects current forecast.

(4)             EBITDA Multiple calculated as Hotel EBITDA divided by Gross Purchase Price.  Cap Rate calculated as Hotel Net Operating Income divided by Gross Purchase Price.

(5)             FFO Contribution calculated as Hotel EBITDA less Interest Expense.  Due to the Hyatt Regency San Francisco being unencumbered of debt, FFO Contribution equals Hotel EBITDA.

 

Hyatt Regency San Francisco

Property-Level Operating Statistics

(Unaudited)

 

 

 

ADR

 

Occupancy

 

RevPAR

 

 

 

2013

 

2012

 

Variance

 

2013

 

2012

 

Variance

 

2013

 

2012

 

Variance

 

December 2013 and 2012 (1)

 

$

215.02

 

$

198.92

 

8.1

%

67.2

%

71.6

%

-6.1

%

$

144.49

 

$

142.43

 

1.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Full Year 2013 and 2012 (2)

 

$

244.26

 

$

226.07

 

8.0

%

85.5

%

82.5

%

3.6

%

$

208.84

 

$

186.51

 

12.0

%

 


(1)          December 2013 reflects forecast results for Sunstone’s expected ownership period for the Hyatt Regency San Francisco from the expected acquisition date of December 2, 2013 through December 31, 2013. December 2012 reflects actual prior ownership results.

(2)          Full Year 2013 for the Hyatt Regency San Francisco reflects actual prior ownership results from January 1, 2013 through September 30, 2013, plus forecast results from October 1, 2013 through the remainder of the year. Full Year 2012 reflects actual prior ownership results.

 

7



 

Sunstone Hotel Investors, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

100,225

 

$

157,217

 

Restricted cash

 

84,139

 

78,394

 

Accounts receivable, net

 

41,223

 

27,498

 

Inventories

 

1,288

 

1,377

 

Prepaid expenses

 

10,815

 

10,739

 

Assets held for sale, net

 

 

132,335

 

Total current assets

 

237,690

 

407,560

 

 

 

 

 

 

 

Investment in hotel properties, net

 

2,977,049

 

2,681,877

 

Deferred financing fees, net

 

9,955

 

11,931

 

Goodwill

 

9,405

 

9,405

 

Other assets, net

 

21,587

 

25,902

 

 

 

 

 

 

 

Total assets

 

$

3,255,686

 

$

3,136,675

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

25,806

 

$

22,646

 

Accrued payroll and employee benefits

 

28,650

 

26,738

 

Dividends payable

 

10,444

 

7,437

 

Other current liabilities

 

36,097

 

30,963

 

Current portion of notes payable

 

23,351

 

76,723

 

Notes payable of assets held for sale

 

 

27,270

 

Liabilities of assets held for sale

 

 

8,228

 

Total current liabilities

 

124,348

 

200,005

 

 

 

 

 

 

 

Notes payable, less current portion

 

1,387,006

 

1,286,666

 

Capital lease obligations, less current portion

 

15,594

 

15,621

 

Other liabilities

 

39,901

 

15,070

 

Total liabilities

 

1,566,849

 

1,517,362

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Preferred stock, Series C Cumulative Convertible Redeemable Preferred Stock, $0.01 par value, 4,102,564 shares authorized, zero shares issued and outstanding at September 30, 2013 and 4,102,564 shares issued and outstanding at December 31, 2012, liquidation preference of $24.375 per share

 

 

100,000

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.01 par value, 100,000,000 shares authorized

 

 

 

 

 

8.0% Series A Cumulative Redeemable Preferred Stock, zero shares issued and outstanding at September 30, 2013 and 7,050,000 shares issued and outstanding at December 31, 2012, stated at liquidation preference of $25.00 per share

 

 

176,250

 

8.0% Series D Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at September 30, 2013 and December 31, 2012, stated at liquidation preference of $25.00 per share

 

115,000

 

115,000

 

Common stock, $0.01 par value, 500,000,000 shares authorized, 160,855,950 shares issued and outstanding at September 30, 2013 and 135,237,438 shares issued and outstanding at December 31, 2012

 

1,609

 

1,352

 

Additional paid in capital

 

1,796,656

 

1,493,397

 

Retained earnings

 

219,837

 

158,376

 

Cumulative dividends

 

(500,001

)

(475,144

)

Accumulated other comprehensive loss

 

 

(5,335

)

Total stockholders’ equity

 

1,633,101

 

1,463,896

 

Non-controlling interest in consolidated joint ventures

 

55,736

 

55,417

 

Total equity

 

1,688,837

 

1,519,313

 

 

 

 

 

 

 

Total liabilities and equity

 

$

3,255,686

 

$

3,136,675

 

 

8



 

Sunstone Hotel Investors, Inc.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

Room 

 

$

181,708

 

$

147,405

 

$

482,591

 

$

415,329

 

Food and beverage

 

53,080

 

44,007

 

155,550

 

143,010

 

Other operating

 

15,582

 

13,629

 

41,788

 

37,778

 

Total revenues

 

250,370

 

205,041

 

679,929

 

596,117

 

Operating expenses

 

 

 

 

 

 

 

 

 

Room 

 

46,347

 

38,062

 

124,338

 

107,019

 

Food and beverage

 

37,913

 

32,888

 

108,067

 

99,770

 

Other operating

 

4,284

 

4,151

 

12,413

 

11,774

 

Advertising and promotion

 

12,261

 

10,280

 

34,766

 

30,374

 

Repairs and maintenance

 

9,394

 

7,721

 

26,043

 

22,797

 

Utilities

 

7,895

 

6,943

 

20,207

 

18,839

 

Franchise costs

 

8,770

 

7,957

 

24,019

 

21,421

 

Property tax, ground lease and insurance

 

20,435

 

17,405

 

58,200

 

50,243

 

Property general and administrative

 

27,067

 

22,891

 

75,961

 

68,412

 

Corporate overhead

 

6,586

 

6,114

 

20,116

 

18,887

 

Depreciation and amortization

 

35,050

 

34,381

 

101,241

 

96,568

 

Total operating expenses

 

216,002

 

188,793

 

605,371

 

546,104

 

Operating income

 

34,368

 

16,248

 

74,558

 

50,013

 

Interest and other income

 

727

 

18

 

2,078

 

155

 

Interest expense

 

(18,854

)

(19,312

)

(53,540

)

(58,100

)

Loss on extinguishment of debt

 

 

 

(44

)

(191

)

Income (loss) before income taxes and discontinued operations

 

16,241

 

(3,046

)

23,052

 

(8,123

)

Income tax provision

 

(424

)

 

(6,710

)

 

Income (loss) from continuing operations

 

15,817

 

(3,046

)

16,342

 

(8,123

)

Income from discontinued operations

 

 

42,602

 

48,410

 

46,566

 

Net income

 

15,817

 

39,556

 

64,752

 

38,443

 

Income from consolidated joint venture attributable to non-controlling interest

 

(1,768

)

(827

)

(3,291

)

(1,694

)

Distributions to non-controlling interest

 

(8

)

(8

)

(24

)

(24

)

Dividends paid on unvested restricted stock compensation

 

(101

)

 

(101

)

 

Preferred stock dividends and redemption charges

 

(2,300

)

(7,437

)

(16,713

)

(22,311

)

Undistributed income allocated to unvested restricted stock compensation

 

(30

)

(352

)

(295

)

(162

)

Income available to common stockholders

 

$

11,610

 

$

30,932

 

$

44,328

 

$

14,252

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted per share amounts:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations available (attributable) to common stockholders

 

$

0.07

 

$

(0.09

)

$

(0.02

)

$

(0.26

)

Income from discontinued operations

 

 

0.32

 

0.30

 

0.37

 

Basic and diluted income available (loss attributable) to common stockholders per common share

 

$

0.07

 

$

0.23

 

$

0.28

 

$

0.11

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

160,856

 

135,236

 

157,628

 

124,271

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.05

 

$

 

$

0.05

 

$

 

 

9



 

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

(Unaudited and in thousands, except per share amounts)

 

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,817

 

$

39,556

 

$

64,752

 

$

38,443

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

35,050

 

34,381

 

101,241

 

96,568

 

Amortization of lease intangibles

 

1,028

 

1,028

 

3,084

 

3,084

 

Interest expense

 

18,854

 

19,312

 

53,540

 

58,100

 

Income tax provision

 

424

 

 

6,710

 

 

Non-controlling interests:

 

 

 

 

 

 

 

 

 

Income from consolidated joint venture attributable to non-controlling interest

 

(1,768

)

(827

)

(3,291

)

(1,694

)

Depreciation and amortization

 

(811

)

(1,422

)

(3,149

)

(4,261

)

Interest expense

 

(590

)

(622

)

(1,759

)

(1,872

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

3,125

 

 

10,982

 

Amortization of lease intangibles

 

 

 

 

14

 

Interest expense

 

 

1,832

 

99

 

6,103

 

EBITDA

 

68,004

 

96,363

 

221,227

 

205,467

 

 

 

 

 

 

 

 

 

 

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

Amortization of deferred stock compensation

 

1,262

 

812

 

3,578

 

2,654

 

Amortization of favorable and unfavorable contracts, net

 

46

 

92

 

275

 

92

 

Non-cash straightline lease expense

 

513

 

694

 

1,548

 

2,083

 

Capital lease obligation interest - cash ground rent

 

(351

)

(351

)

(1,053

)

(468

)

(Gain) loss on sale of assets, net

 

 

33

 

(5

)

22

 

Loss on extinguishment of debt

 

 

 

44

 

191

 

Closing costs - completed acquisitions

 

446

 

590

 

1,283

 

1,965

 

Lawsuit settlement costs, net

 

 

 

358

 

158

 

Prior year property tax and CAM adjustments, net

 

 

(440

)

106

 

621

 

Hotel laundry closing costs

 

 

424

 

 

424

 

Non-controlling interests:

 

 

 

 

 

 

 

 

 

Non-cash straightline lease expense

 

(113

)

(113

)

(338

)

(339

)

Prior year property tax adjustments, net

 

 

63

 

 

(202

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

Gain on sale of assets, net

 

 

(38,115

)

(51,620

)

(38,292

)

Loss on extinguishment of debt

 

 

 

3,115

 

 

Lawsuit settlement costs reversal

 

 

 

 

(48

)

 

 

1,803

 

(36,311

)

(42,709

)

(31,139

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

69,807

 

$

60,052

 

$

178,518

 

$

174,328

 

 

Reconciliation of Net Income to FFO and Adjusted FFO

 

Net income

 

$

15,817

 

$

39,556

 

$

64,752

 

$

38,443

 

Preferred stock dividends and redemption charges

 

(2,300

)

(7,437

)

(16,713

)

(22,311

)

Operations held for investment:

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

34,694

 

34,082

 

100,197

 

95,663

 

Amortization of lease intangibles

 

1,028

 

1,028

 

3,084

 

3,084

 

(Gain) loss on sale of assets, net

 

 

33

 

(5

)

22

 

Non-controlling interests:

 

 

 

 

 

 

 

 

 

Income from consolidated joint venture attributable to non-controlling interest

 

(1,768

)

(827

)

(3,291

)

(1,694

)

Real estate depreciation and amortization

 

(811

)

(1,422

)

(3,149

)

(4,261

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

 

3,125

 

 

10,982

 

Amortization of lease intangibles

 

 

 

 

14

 

Gain on sale of assets, net

 

 

(38,115

)

(51,620

)

(38,292

)

FFO

 

46,660

 

30,023

 

93,255

 

81,650

 

 

 

 

 

 

 

 

 

 

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

Amortization of favorable and unfavorable contracts, net

 

46

 

92

 

275

 

92

 

Non-cash straightline lease expense

 

513

 

694

 

1,548

 

2,083

 

Write-off of deferred financing fees

 

 

 

 

3

 

Non-cash interest related to (gain) loss on derivatives, net

 

(12

)

96

 

(429

)

595

 

Loss on extinguishment of debt

 

 

 

44

 

191

 

Closing costs - completed acquisitions

 

446

 

590

 

1,283

 

1,965

 

Lawsuit settlement costs, net

 

 

 

358

 

158

 

Prior year property tax and CAM adjustments, net

 

 

(440

)

106

 

621

 

Hotel laundry closing costs

 

 

424

 

 

424

 

Income tax provision

 

424

 

 

6,710

 

 

Preferred stock redemption charges

 

 

 

4,770

 

 

Non-controlling interests:

 

 

 

 

 

 

 

 

 

Non-cash straightline lease expense

 

(113

)

(113

)

(338

)

(339

)

Non-cash interest related to loss on derivative

 

(1

)

 

(2

)

(1

)

Prior year property tax adjustments, net

 

 

63

 

 

(202

)

Discontinued operations:

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt

 

 

 

3,115

 

 

Write-off of deferred financing fees

 

 

185

 

 

185

 

Lawsuit settlement costs reversal

 

 

 

 

(48

)

 

 

1,303

 

1,591

 

17,440

 

5,727

 

 

 

 

 

 

 

 

 

 

 

Adjusted FFO

 

$

47,963

 

$

31,614

 

$

110,695

 

$

87,377

 

 

 

 

 

 

 

 

 

 

 

FFO per diluted share

 

$

0.29

 

$

0.22

 

$

0.59

 

$

0.66

 

 

 

 

 

 

 

 

 

 

 

Adjusted FFO per diluted share

 

$

0.30

 

$

0.23

 

$

0.70

 

$

0.70

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

160,856

 

135,236

 

157,628

 

124,271

 

Shares associated with unvested restricted stock awards

 

517

 

318

 

404

 

235

 

Diluted weighted average shares outstanding

 

161,373

 

135,554

 

158,032

 

124,506

 

 

10



 

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

Guidance for Fourth Quarter 2013

(Unaudited and in thousands except per share amounts)

 

Reconciliation of Net Income to Adjusted EBITDA

 

 

 

Quarter Ended

 

 

 

December 31, 2013

 

 

 

Low

 

High

 

 

 

 

 

 

 

Net income

 

$

5,500

 

$

9,500

 

Depreciation and amortization

 

35,100

 

35,100

 

Amortization of lease intangibles

 

1,000

 

1,000

 

Interest expense

 

18,800

 

18,800

 

Non-controlling interests

 

(3,400

)

(3,400

)

Amortization of deferred stock compensation

 

1,200

 

1,200

 

Income tax provision

 

1,000

 

1,000

 

Capital lease obligation interest - cash ground rent

 

(400

)

(400

)

Non-cash straightline lease expense

 

600

 

600

 

Adjusted EBITDA

 

$

59,400

 

$

63,400

 

 

Reconciliation of Net Income to Adjusted FFO

 

Net income

 

$

5,500

 

$

9,500

 

Preferred stock dividends

 

(2,300

)

(2,300

)

Real estate depreciation and amortization

 

33,500

 

33,500

 

Non-controlling interests

 

(2,900

)

(2,900

)

Amortization of lease intangibles

 

1,000

 

1,000

 

Income tax provision

 

1,000

 

1,000

 

Non-cash straightline lease expense

 

600

 

600

 

Adjusted FFO

 

$

36,400

 

$

40,400

 

 

 

 

 

 

 

Adjusted FFO per diluted share

 

$

0.21

 

$

0.23

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

174,660

 

174,660

 

 

11



 

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

Guidance for Full Year 2013

(Unaudited and in thousands except per share amounts)

 

Reconciliation of Net Income to Adjusted EBITDA

 

 

 

Year Ended

 

 

 

December 31, 2013

 

 

 

Low

 

High

 

 

 

 

 

 

 

Net income

 

$

72,500

 

$

76,700

 

Depreciation and amortization

 

136,000

 

136,000

 

Amortization of lease intangibles

 

4,000

 

4,000

 

Interest expense

 

71,700

 

71,700

 

Non-controlling interests

 

(11,600

)

(11,800

)

Amortization of deferred stock compensation

 

4,700

 

4,700

 

Income tax provision

 

7,800

 

7,800

 

Capital lease obligation interest - cash ground rent

 

(1,400

)

(1,400

)

Non-cash straightline lease expense

 

2,800

 

2,800

 

Gain on sale of assets

 

(51,600

)

(51,600

)

Loss on extinguishment of debt

 

3,100

 

3,100

 

Adjusted EBITDA

 

$

238,000

 

$

242,000

 

 

Reconciliation of Net Income to Adjusted FFO

 

Net income

 

$

72,500

 

$

76,700

 

Preferred stock dividends

 

(15,400

)

(15,400

)

Real estate depreciation and amortization

 

133,700

 

133,700

 

Non-controlling interests

 

(9,900

)

(10,100

)

Amortization of lease intangibles

 

4,000

 

4,000

 

Income tax provision

 

7,800

 

7,800

 

Non-cash straightline lease expense

 

2,800

 

2,800

 

Gain on sale of assets

 

(51,600

)

(51,600

)

Loss on extinguishment of debt

 

3,100

 

3,100

 

Adjusted FFO

 

$

147,000

 

$

151,000

 

 

 

 

 

 

 

Adjusted FFO per diluted share

 

$

0.90

 

$

0.93

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

162,440

 

162,440

 

 

12



 

Sunstone Hotel Investors, Inc.

Comparable Hotel EBITDA and Margins

(Unaudited and in thousands except hotels and rooms)

 

 

 

Three Months Ended September 30, 2013

 

Three Months Ended September 30, 2012

 

 

 

Actual (1)

 

Non-Comparable Hotel
(2)

 

Comparable (3)

 

Actual (4)

 

Prior Ownership
Adjustments (5)

 

Pro Forma Comparable
(6)

 

Non-Comparable Hotel
(2)

 

Comparable (3)

 

Number of Hotels

 

28

 

(1

)

27

 

26

 

2

 

28

 

(1

)

27

 

Number of Rooms

 

12,942

 

(1,053

)

11,889

 

11,639

 

1,303

 

12,942

 

(1,053

)

11,889

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel EBITDA Margin (7)

 

30.8

%

33.7

%

30.6

%

28.6

%

30.6

%

28.8

%

30.3

%

28.6

%

Hotel EBITDA Margin adjusted for prior year property tax and CAM adjustments, net (8)

 

30.8

%

 

 

30.6

%

28.4

%

 

 

28.6

%

 

 

28.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room revenue

 

$

181,708

 

$

(15,299

)

$

166,409

 

$

147,405

 

$

17,121

 

$

164,526

 

$

(14,105

)

$

150,421

 

Food and beverage revenue

 

53,080

 

(3,678

)

49,402

 

44,007

 

2,957

 

46,964

 

(2,854

)

44,110

 

Other operating revenue

 

13,799

 

(961

)

12,838

 

12,036

 

974

 

13,010

 

(769

)

12,241

 

Total Hotel Revenues

 

248,587

 

(19,938

)

228,649

 

203,448

 

21,052

 

224,500

 

(17,728

)

206,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room expense

 

46,347

 

(4,332

)

42,015

 

38,062

 

4,747

 

42,809

 

(3,949

)

38,860

 

Food and beverage expense

 

37,913

 

(2,714

)

35,199

 

32,888

 

2,380

 

35,268

 

(2,296

)

32,972

 

Other hotel expense

 

61,815

 

(4,177

)

57,638

 

53,060

 

4,957

 

58,017

 

(3,952

)

54,065

 

General and administrative expense

 

25,882

 

(2,001

)

23,881

 

21,292

 

2,525

 

23,817

 

(2,167

)

21,650

 

Total Hotel Expenses

 

171,957

 

(13,224

)

158,733

 

145,302

 

14,609

 

159,911

 

(12,364

)

147,547

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel EBITDA

 

76,630

 

(6,714

)

69,916

 

58,146

 

6,443

 

64,589

 

(5,364

)

59,225

 

Prior year property tax and CAM adjustments, net

 

 

 

 

(440

)

 

(440

)

 

(440

)

Hotel EBITDA adjusted for prior year property tax and CAM adjustments, net

 

76,630

 

(6,714

)

69,916

 

57,706

 

6,443

 

64,149

 

(5,364

)

58,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-hotel operating income

 

610

 

 

610

 

516

 

 

516

 

 

516

 

Amortization of lease intangibles

 

(1,028

)

 

(1,028

)

(1,028

)

 

(1,028

)

 

(1,028

)

Amortization of favorable and unfavorable contracts, net

 

(46

)

 

(46

)

(92

)

 

(92

)

 

(92

)

Non-cash straightline lease expense

 

(513

)

 

(513

)

(694

)

 

(694

)

 

(694

)

Capital lease obligation interest - cash ground rent

 

351

 

 

351

 

351

 

 

351

 

 

351

 

Management company transition costs

 

 

 

 

(32

)

 

(32

)

 

(32

)

Prior year property tax and CAM adjustments, net

 

 

 

 

440

 

 

440

 

 

440

 

Hotel laundry closing costs

 

 

 

 

(424

)

 

(424

)

 

(424

)

Corporate overhead

 

(6,586

)

 

(6,586

)

(6,114

)

 

(6,114

)

 

(6,114

)

Depreciation and amortization

 

(35,050

)

2,833

 

(32,217

)

(34,381

)

(2,384

)

(36,765

)

1,849

 

(34,916

)

Operating Income

 

34,368

 

(3,881

)

30,487

 

16,248

 

4,059

 

20,307

 

(3,515

)

16,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

727

 

 

727

 

18

 

 

18

 

 

18

 

Interest expense

 

(18,854

)

1,338

 

(17,516

)

(19,312

)

(1,337

)

(20,649

)

1,337

 

(19,312

)

Income tax provision

 

(424

)

 

(424

)

 

 

 

 

 

Income from discontinued operations

 

 

 

 

42,602

 

 

42,602

 

 

42,602

 

Net Income

 

$

15,817

 

$

(2,543

)

$

13,274

 

$

39,556

 

$

2,722

 

$

42,278

 

$

(2,178

)

$

40,100

 

 


(1)         Actual represents the Company’s ownership results for the 28 hotels held for investment as of September 30, 2013.

(2)         Non-Comparable Hotel represents the Company’s ownership results and prior ownership results for the Boston Park Plaza acquired by the Company on July 2, 2013, along with the Company’s actual and pro forma adjustments for interest and depreciation expense.

(3)         Comparable represents the Company’s ownership results, prior ownership results and the Company’s pro forma adjustments for interest and depreciation expense as applicable for the 27 Comparable Hotels, which include the 28 hotels held for investment as of September 30, 2013, excluding the Boston Park Plaza.

(4)         Actual represents the Company’s ownership results for the 26 hotels held for investment as of September 30, 2012.  The room count has been adjusted to include four rooms added by the Hyatt Regency Newport Beach during the second quarter of 2013, as well as one room added by the Renaissance Westchester and two rooms added by the Hyatt Chicago Magnificent Mile during the third quarter of 2013.

(5)         Prior Ownership Adjustments represent prior ownership results for the Hilton Garden Inn Chicago Downtown/Magnificent Mile acquired by the Company on July 19, 2012, the Hilton New Orleans St. Charles acquired by the Company on May 1, 2013, and the Boston Park Plaza acquired by the Company on July 2, 2013, along with the Company’s pro forma adjustments for interest and depreciation expense.

(6)         Pro Forma Comparable represents the Company’s ownership results, prior ownership results and the Company’s pro forma adjustments for interest and depreciation expense as applicable for the 28 hotels held for investment as of September 30, 2013.

(7)         Hotel EBITDA Margin is calculated as Hotel EBITDA divided by Total Hotel Revenues.

(8)         Hotel EBITDA Margin for the three months ended September 30, 2012 includes the additional benefit of $0.4 million related to prior year property tax and common area maintenance (CAM) credits. Without these prior year credits, Comparable Hotel EBITDA margin for the three months ended September 30, 2012 would have been 28.4%.

 

13



 

Sunstone Hotel Investors, Inc.

Comparable Hotel EBITDA and Margins

(Unaudited and in thousands except hotels and rooms)

 

 

 

Nine Months Ended September 30, 2013

 

Nine Months Ended September 30, 2012

 

 

 

Actual (1)

 

Prior Ownership
Adjustments (2)

 

Pro Forma Comparable
(3)

 

Non-Comparable Hotel
(4)

 

Comparable (5)

 

Actual (6)

 

Prior Ownership
Adjustments (7)

 

Pro Forma Comparable
(3)

 

Non-Comparable Hotel
(4)

 

Comparable (5)

 

Number of Hotels

 

28

 

 

 

28

 

(1

)

27

 

26

 

2

 

28

 

(1

)

27

 

Number of Rooms

 

12,942

 

 

 

12,942

 

(1,053

)

11,889

 

11,639

 

1,303

 

12,942

 

(1,053

)

11,889

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel EBITDA Margin (8)

 

29.4

%

25.9

%

29.2

%

27.4

%

29.4

%

28.8

%

27.0

%

28.6

%

26.7

%

28.7

%

Hotel EBITDA Margin adjusted for prior year property tax and CAM adjustments, net (9)

 

29.4

%

 

 

29.2

%

 

 

29.4

%

28.7

%

 

 

28.5

%

 

 

28.6

%

Hotel Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room revenue

 

$

482,591

 

$

28,961

 

$

511,552

 

$

(39,617

)

$

471,935

 

$

415,329

 

$

61,798

 

$

477,127

 

$

(38,041

)

$

439,086

 

Food and beverage revenue

 

155,550

 

7,422

 

162,972

 

(11,023

)

151,949

 

143,010

 

12,028

 

155,038

 

(9,746

)

145,292

 

Other operating revenue

 

36,829

 

1,619

 

38,448

 

(2,275

)

36,173

 

33,257

 

3,898

 

37,155

 

(2,273

)

34,882

 

Total Hotel Revenues

 

674,970

 

38,002

 

712,972

 

(52,915

)

660,057

 

591,596

 

77,724

 

669,320

 

(50,060

)

619,260

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Room expense

 

124,338

 

8,624

 

132,962

 

(12,091

)

120,871

 

107,019

 

16,827

 

123,846

 

(10,956

)

112,890

 

Food and beverage expense

 

108,067

 

5,256

 

113,323

 

(7,922

)

105,401

 

99,770

 

8,882

 

108,652

 

(7,387

)

101,265

 

Other hotel expense

 

171,981

 

9,688

 

181,669

 

(12,283

)

169,386

 

150,666

 

21,940

 

172,606

 

(12,071

)

160,535

 

General and administrative expense

 

72,174

 

4,584

 

76,758

 

(6,117

)

70,641

 

64,033

 

9,080

 

73,113

 

(6,283

)

66,830

 

Total Hotel Expenses

 

476,560

 

28,152

 

504,712

 

(38,413

)

466,299

 

421,488

 

56,729

 

478,217

 

(36,697

)

441,520

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel EBITDA

 

198,410

 

9,850

 

208,260

 

(14,502

)

193,758

 

170,108

 

20,995

 

191,103

 

(13,363

)

177,740

 

Prior year property tax and CAM adjustments, net

 

106

 

 

106

 

 

106

 

(496

)

 

(496

)

 

(496

)

Hotel EBITDA adjusted for prior year property tax and CAM adjustments, net

 

198,516

 

9,850

 

208,366

 

(14,502

)

193,864

 

169,612

 

20,995

 

190,607

 

(13,363

)

177,244

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-hotel operating income

 

1,359

 

 

1,359

 

 

1,359

 

1,216

 

 

1,216

 

 

1,216

 

Amortization of lease intangibles

 

(3,084

)

 

(3,084

)

 

(3,084

)

(3,084

)

 

(3,084

)

 

(3,084

)

Amortization of favorable and unfavorable contracts, net

 

(275

)

 

(275

)

 

(275

)

(92

)

 

(92

)

 

(92

)

Non-cash straightline lease expense

 

(1,548

)

 

(1,548

)

 

(1,548

)

(2,083

)

 

(2,083

)

 

(2,083

)

Capital lease obligation interest - cash ground rent

 

1,053

 

 

1,053

 

 

1,053

 

468

 

585

 

1,053

 

 

1,053

 

Hotel laundry closing costs

 

 

 

 

 

 

(424

)

 

(424

)

 

(424

)

Management company transition costs

 

 

 

 

 

 

(641

)

 

(641

)

 

(641

)

Prior year property tax and CAM adjustments, net

 

(106

)

 

(106

)

 

(106

)

496

 

 

496

 

 

496

 

Corporate overhead

 

(20,116

)

 

(20,116

)

 

(20,116

)

(18,887

)

 

(18,887

)

 

(18,887

)

Depreciation and amortization

 

(101,241

)

(4,412

)

(105,653

)

6,531

 

(99,122

)

(96,568

)

(12,683

)

(109,251

)

5,547

 

(103,704

)

Impairment loss

 

 

 

 

 

 

 

 

 

 

 

Operating Income

 

74,558

 

5,438

 

79,996

 

(7,971

)

72,025

 

50,013

 

8,897

 

58,910

 

(7,816

)

51,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

2,078

 

 

2,078

 

 

2,078

 

155

 

 

155

 

 

155

 

Interest expense

 

(53,540

)

(2,647

)

(56,187

)

3,985

 

(52,202

)

(58,100

)

(4,569

)

(62,669

)

3,984

 

(58,685

)

Loss on extinguishment of debt

 

(44

)

 

(44

)

 

(44

)

(191

)

 

(191

)

 

(191

)

Income tax provision

 

(6,710

)

 

(6,710

)

 

(6,710

)

 

 

 

 

 

Income from discontinued operations

 

48,410

 

 

48,410

 

 

48,410

 

46,566

 

 

46,566

 

 

46,566

 

Net Income

 

$

64,752

 

$

2,791

 

$

67,543

 

$

(3,986

)

$

63,557

 

$

38,443

 

$

4,328

 

$

42,771

 

$

(3,832

)

$

38,939

 

 


(1)

Actual represents the Company’s ownership results for the 28 hotels held for investment as of September 30, 2013.

(2)

Prior Ownership Adjustments represent prior ownership results for the Hilton New Orleans St. Charles acquired by the Company on May 1, 2013, and the Boston Park Plaza acquired by the Company on July 2, 2013, along with the Company’s pro forma adjustments for interest and depreciation expense.

(3)

Pro Forma Comparable represents the Company’s ownership results, prior ownership results and the Company’s pro forma adjustments for interest and depreciation expense as applicable for the 28 hotels held for investment as of September 30, 2013.

(4)

Non-Comparable Hotel represents the Company’s ownership results and prior ownership results for the Boston Park Plaza acquired by the Company on July 2, 2013, along with the Company’s actual and pro forma adjustments for interest and depreciation expense.

(5)

Comparable represents the Company’s ownership results, prior ownership results and the Company’s pro forma adjustments for interest and depreciation expense as applicable for the 27 Comparable Hotels, which include the 28 hotels held for investment as of September 30, 2013, excluding the Boston Park Plaza.

(6)

Actual represents the Company’s ownership results for the 26 hotels held for investment as of September 30, 2012. The room count has been adjusted to include four rooms added by the Hyatt Regency Newport Beach during the second quarter of 2013, as well as one room added by the Renaissance Westchester and two rooms added by the Hyatt Chicago Magnificent Mile during the third quarter of 2013.

(7)

Prior Ownership Adjustments represent prior ownership results for the Hyatt Chicago Magnificent Mile acquired by the Company on June 4, 2012, the Hilton Garden Inn Chicago Downtown/Magnificent Mile acquired by the Company on July 19, 2012, the Hilton New Orleans St. Charles acquired by the Company on May 1, 2013, and the Boston Park Plaza acquired by the Company on July 2, 2013, along with the Company’s pro forma adjustments for capital lease obligation interest, mortgage interest and depreciation expense.

(8)

Hotel EBITDA Margin is calculated as Hotel EBITDA divided by Total Hotel Revenues.

(9)

Hotel EBITDA Margin for the nine months ended September 30, 2013 includes the additional expense of $0.1 million in prior year property tax assessments, whereas hotel EBITDA Margin for the nine months ended September 30, 2012 includes the additional net benefit of $0.5 million in prior year property tax and common area maintenance (CAM) credits. Without these prior year property tax and CAM adjustments, Comparable Hotel EBITDA margin for the nine months ended September 30, 2013 and 2012 would have been 29.4% and 28.6%, respectively.

 

14