sho_Current Folio-8K

 

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): November 5, 2018


Sunstone Hotel Investors, Inc.

(Exact Name of Registrant as Specified in Its Charter)


 

 

 

 

 

 

    

    

    

 

Maryland

 

001-32319

 

20-1296886

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

200 Spectrum Center Drive, 21st Floor
Irvine, California

 

92618

(Address of Principal Executive Offices)

 

(Zip Code)

 

(949) 330-4000

(Registrant’s telephone number including area code)

 

120 Vantis, Suite 350

Aliso Viejo, California 92656

(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:

 

 

 

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 (§240.405 of this chapter).

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(1) of the Exchange Act.  ☐

 

 

 


 

Item 2.02.Results of Operations and Financial Condition.

 

On November 5, 2018,  Sunstone Hotel Investors, Inc. (the “Company”) issued a press release regarding its financial results for the third quarter ended September 30, 2018. The press release referred to a supplemental information package that is available on the Company’s website, free of charge, at www.sunstonehotels.com. A copy of the press release and the supplemental information package are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by this reference.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, 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 under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) The following exhibits are furnished herewith: 

 

EXHIBIT INDEX 

 

 

 

Exhibit No.

     

Description

99.1

 

Press Release, dated November 5, 2018.

99.2

 

Supplemental information package for the third quarter ended September 30, 2018.

 

2


 

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 thereunto duly authorized.

 

 

 

 

 

 

  

Sunstone Hotel Investors, Inc.

 

 

 

Date: November 5, 2018

 

By:

/s/ Bryan A. Giglia

 

 

 

Bryan A. Giglia
(Principal Financial Officer and Duly Authorized Officer)

 

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sho_Ex99-1

Exhibit 99.1

2007 Logo Med

For Additional Information:

Bryan Giglia

Sunstone Hotel Investors, Inc.

(949) 382-3036

 

Aaron Reyes

Sunstone Hotel Investors, Inc.

(949) 382-3018

 

 

 

SUNSTONE HOTEL INVESTORS REPORTS RESULTS FOR THIRD QUARTER 2018

 

 

IRVINE, CA  – November 5, 2018 – Sunstone Hotel Investors, Inc. (the “Company” or “Sunstone”) (NYSE: SHO), the owner of Long-Term Relevant Real Estate in the hospitality sector, today announced results for the third quarter ended September 30, 2018.

 

Third Quarter 2018 Operational Results (as compared to Third Quarter 2017):

 

·

Net income increased 436.2% to $91.6 million. Excluding the effect of the gain on the Hyatt Regency Newport Beach sold during the third quarter of 2018, net income would have increased by 125.1%.

·

Income attributable to common stockholders per diluted common share increased 660.0% to $0.38. Excluding the effect of the gain on the Hyatt Regency Newport Beach sold during the  third quarter of 2018,  income attributable to common stockholders per diluted common share would have increased 180.0%.

·

24 Hotel Total Portfolio RevPAR increased 3.2% to $186.93.

·

22 Hotel Comparable Portfolio (which excludes the two hotels held for sale as of September 30, 2018) RevPAR increased 3.7% to $197.44.

·

22 Hotel Comparable Portfolio Adjusted EBITDAre Margin,  excluding prior year property tax adjustments, net increased 10 basis points to 31.8%.

·

Adjusted EBITDAre, excluding noncontrolling interest decreased 3.5% to $84.6 million.

·

Adjusted FFO attributable to common stockholders per diluted share decreased 3.2% to $0.30.

 

John Arabia,  President and Chief Executive Officer, stated, “We are pleased with our third quarter results, as both transient and group room rates increased meaningfully, offsetting approximately $1 million of unanticipated revenue displacement from hurricane activity, and resulting in third quarter Adjusted EBITDAre and Adjusted FFO per diluted share that exceeded the high end of our guidance. Similarly, we increased our 2018 earnings guidance by a notable margin as a result of our strong third quarter performance, improved outlook for fourth quarter operations and the successful fourth quarter resolution of a business interruption claim related to 2018 disruption following Hurricane Irma. Separately, the recent sale of two legacy hotels in Houston, Texas, improves our long-term growth prospects and further consolidates the quality of our portfolio into Long-Term Relevant Real Estate.”

 

 

1


 

UNAUDITED SELECTED STATISTICAL AND FINANCIAL DATA

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2018

  

2017

  

Change

 

 

2018

 

2017

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

91.6

 

$

17.1

 

436.2

%

 

$

181.3

 

$

132.3

 

37.0

%

Income Attributable to Common Stockholders per Diluted Share

$

0.38

 

$

0.05

 

660.0

%

 

$

0.73

 

$

0.52

 

40.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24 Hotel Total Portfolio RevPAR (1)

$

186.93

 

$

181.17

 

3.2

%

 

$

181.38

 

$

178.56

 

1.6

%

22 Hotel Comparable Portfolio RevPAR (1)

$

197.44

 

$

190.37

 

3.7

%

 

$

190.68

 

$

187.09

 

1.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22 Hotel Comparable Portfolio Occupancy (1)

 

86.1

%

 

87.0

%

(90)

bps

 

 

84.0

%

 

84.9

%

(90)

bps

22 Hotel Comparable Portfolio ADR (1)

$

229.31

 

$

218.82

 

4.8

%

 

$

227.00

 

$

220.37

 

3.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22 Hotel Comparable Portfolio Adjusted EBITDAre Margin (1) (2)

 

31.8

%

 

31.7

%

10

bps

 

 

31.1

%

 

31.8

%

(70)

bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDAre, excluding noncontrolling interest

$

84.6

 

$

87.6

 

(3.5)

%

 

$

248.2

 

$

259.4

 

(4.3)

%

Adjusted FFO Attributable to Common Stockholders

$

67.9

 

$

70.4

 

(3.6)

%

 

$

197.5

 

$

208.5

 

(5.3)

%

Adjusted FFO Attributable to Common Stockholders per Diluted Share

$

0.30

 

$

0.31

 

(3.2)

%

 

$

0.87

 

$

0.94

 

(7.4)

%


(1)

The 24 Hotel Total Portfolio is comprised of all hotels owned by the Company as of September 30, 2018. The 22 Hotel Comparable Portfolio is comprised of all hotels owned by the Company as of September 30, 2018, except the Hilton North Houston and the Marriott Houston (the “Houston hotels”), which were classified as held for sale at September 30, 2018 and subsequently sold in October 2018. Both the 24 Hotel Total Portfolio and the 22 Hotel Comparable Portfolio include prior ownership results for the Oceans Edge Resort & Marina acquired in July 2017.

(2)

The 22 Hotel Comparable Portfolio Adjusted EBITDAre Margins exclude any prior year property tax adjustments, net.

Disclosures regarding the non-GAAP financial measures in this release are included on pages 5 through 7. Reconciliations of non-GAAP financial measures to the most comparable GAAP measure for each of the periods presented are included on pages 10 through 15  of this release. 

 

The Company’s actual results for the quarter ended September 30, 2018 compare to its guidance originally provided as follows: 

 

 

 

 

 

 

 

 

 

Metric

  

Quarter Ended

September 30, 2018

Guidance (1)

  

Quarter Ended
September 30, 2018
Actual Results (unaudited)

  

Performance Relative to Prior Guidance Midpoint

Net Income ($ millions)

 

$84 to  $88

 

$92

 

+ $6

24 Hotel Comparable Portfolio RevPAR Growth (2)

 

+ 1.25% to + 3.25%

 

3.2%

 

+ 0.95%

Adjusted EBITDAre, excluding noncontrolling interest ($ millions)

 

$79  to  $82

 

$85

 

+ $4

Adjusted FFO Attributable to Common Stockholders ($ millions)

 

$62  to  $65

 

$68

 

+ $4

Adjusted FFO Attributable to Common Stockholders per Diluted Share

 

$0.27  to  $0.29

 

$0.30

 

+ $0.02

Diluted Weighted Average Shares Outstanding

 

227,500,000

 

227,500,000

 

 


 

(1)

Reflects guidance presented on July 30, 2018.

(2)

The 24 Hotel Total Portfolio RevPAR Growth is comprised of all 24 hotels owned by the Company as of September 30, 2018, including the Houston hotels, which were classified as held for sale at September 30, 2018, as well as prior ownership results for the Oceans Edge Resort & Marina acquired in July 2017.

2


 

 

Recent Developments

 

On October 17, 2018, the Company sold the fee simple interests in the 480-room Hilton North Houston and the 390-room Marriott Houston for a combined gross sale price of $33.0 million or approximately $38,000 per key. The sale price represents an 8.2x multiple on trailing 12-month hotel Adjusted EBITDAre and an 8.5% capitalization rate on trailing 12-month net operating income before the impact of significant expected brand-mandated capital expenditures. See page 15 for detailed reconciliations to non-GAAP financial measures.

 

On October 17, 2018, the Company entered into an Amended and Restated Credit Agreement with a consortium of lenders which provides for a $500 million unsecured revolving credit facility with an initial maturity date of April 14, 2023. In addition, the Company modified certain terms of $185 million of existing unsecured term loan debt, which will reduce annual interest expense on the term loans by 45 basis points.

 

Balance Sheet/Liquidity Update

 

As of September  30, 2018, the Company had $719.5 million of cash and cash equivalents, including restricted cash of $68.8 million, total assets of $3.9 billion, including $3.1 billion of net investments in hotel properties, total consolidated debt of $984.9 million and stockholders’ equity of $2.7 billion.  

 

Capital Improvements

 

The Company invested $37.0 million and $117.7 million into capital improvements of its portfolio during the three and nine months ended September 30, 2018, respectively. In 2018, the Company expects to invest approximately $155 million to $165 million into its portfolio. Based on the expected timing and scope of its 2018 projects, the Company expects $9 million to $11 million of total revenue displacement related to all capital projects in 2018,  substantially all of which was incurred during the first nine months of 2018.  The anticipated revenue displacement is expected to reduce the Company’s 2018 total Comparable Portfolio RevPAR growth by approximately 100 basis points.

2018 Outlook 

 

The Company’s 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 unanticipated developments in its business, changes in its operating environment, or any unannounced hotel acquisitions, dispositions, re-brandings, management changes, transition costs, noncash impairment expense, changes in deferred tax assets or valuation allowances, severance costs associated with restructuring hotel services, uninsured property losses, early lease termination costs,  prior year property tax assessments or credits, debt repurchases/repayments, or unannounced financings during 2018.  

 

For the fourth quarter of 2018, the Company expects: 

 

 

 

 

 

 

Metric

 

Quarter Ended

December 31, 2018

Guidance (1)

Net Income ($ millions)

 

$29 to $33

22 Hotel Comparable Portfolio RevPAR Growth

 

+ 3.0% to + 5.0%

Adjusted EBITDAre, excluding noncontrolling interest ($ millions)

 

$78  to  $81

Adjusted FFO Attributable to Common Stockholders ($ millions)

 

$60  to  $63

Adjusted FFO Attributable to Common Stockholders per Diluted Share

 

$0.26  to  $0.28

Diluted Weighted Average Shares Outstanding

 

227,700,000

 

For the full year of 2018, the Company expects: 

 

 

 

 

 

 

 

 

 

 

 

 

Metric

 

Prior

Full Year 2018

Guidance (2)

 

Adjustments (3)

 

Adjusted Prior

Full Year 2018

Guidance

 

Current

Full Year 2018

Guidance (1)

 

Change in

Full Year 2018

Guidance Midpoint

Net Income ($ millions)

 

$193 to  $210

 

+ $3

 

$196 to  $213

 

$211 to $214

 

+ $8

22 Hotel Comparable Portfolio RevPAR Growth

 

+ 0.5% to + 2.5%

 

+ 0.5%

 

+ 1.0% to + 3.0%

 

+ 2.0% to + 3.0%

 

+ 0.5%

Adjusted EBITDAre, excluding noncontrolling interest ($ millions)

 

$310  to  $326

 

+ $3

 

$313  to  $329

 

$326  to  $329

 

+ $6

Adjusted FFO Attributable to Common Stockholders ($ millions)

 

$242  to  $258

 

+ $3

 

$245  to  $262

 

$257  to  $260

 

+ $5

Adjusted FFO Attributable to Common Stockholders per Diluted Share

 

$1.07  to  $1.14

 

+ $0.01

 

$1.08  to  $1.15

 

$1.13  to  $1.15

 

+ $0.03

Diluted Weighted Average Shares Outstanding

 

226,500,000

 

 

226,500,000

 

226,500,000

 

 

 

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(1)

See page 12 for detailed reconciliations of Net Income to non-GAAP financial measures.

(2)

Reflects guidance presented on July 30, 2018.

(3)

Adjustments reflect the anticipated fourth quarter operating losses for the Houston hotels, as well as the estimated gain on the sale of the hotels, business interruption insurance proceeds at the Oceans Edge Resort & Marina and the write off of unamortized deferred financing costs in connection with an amendment of the Company’s credit facility agreement and modifications to its term loans.

 

 

Fourth quarter and full year 2018 guidance are based in part on the following assumptions:

 

·

Fourth quarter business interruption insurance proceeds of $4 million to $5 million related to a claim filed for losses incurred at the Oceans Edge Resort & Marina due to disruption following Hurricane Irma.

·

Full year 22 Hotel Comparable Portfolio RevPAR guidance is negatively impacted by approximately 100  basis points, resulting from planned 2018 capital investment projects.

·

Full year revenue displacement of $9 million to $11 million, related to planned 2018 capital investment projects.

·

Full year Adjusted EBITDAre, excluding noncontrolling interest displacement of approximately $6 million to $8 million, related to planned 2018 capital investment projects.

·

Full year total revenue disruption of approximately $1 million related to travel disruptions caused by Hurricanes Florence and Lane.

·

Full year 22 Hotel Comparable Portfolio Adjusted EBITDAre Margin is expected to decline 50 basis points to 75 basis points, which is negatively impacted by approximately 40 basis points resulting from planned 2018 capital investment projects.  

·

Full year corporate overhead expense (excluding deferred stock amortization) of approximately $21 million.

·

Full year amortization of deferred stock compensation expense of approximately $9 million.

·

Full year interest expense of approximately $45 million, including approximately $3 million in amortization of deferred financing costs, approximately $2 million of capital lease obligation interest and approximately $5 million noncash gain on derivatives.

·

Full year total preferred dividends of $13 million, which includes the Series E and Series F cumulative redeemable preferred stock.

 

Dividend Update

 

The Company expects to declare a fourth quarter “catch-up” dividend (the “Fourth Quarter Dividend”) to stockholders of record on December 31, 2018 of approximately $0.35 to $0.45 per share of common stock, payable in January 2019. The Fourth Quarter Dividend is expected to be paid in cash, and the Company will declare the final amount of the dividend in December 2018. The amount of the Fourth Quarter Dividend could be impacted by a variety of factors, including a material change in expected operating performance or by future asset sales that may result in a net taxable gain or loss. As of the date hereof, the Company does not anticipate generating an aggregate net taxable gain from the sale of all completed or announced dispositions in 2018, and expects the Fourth Quarter Dividend to be comprised primarily of distributions from business operations. The level of any future quarterly dividends will be determined by the Company’s board of directors after considering long-term operating projections, expected capital requirements, and risks affecting the Company’s business.

 

On November 2, 2018, the Company’s board of directors declared cash dividends of $0.434375 per share payable to its Series E cumulative redeemable preferred stockholders and $0.403125 per share payable to its Series F cumulative redeemable preferred stockholders. The dividends will be paid on January 15, 2019 to stockholders of record as of December 31, 2018.

 

 

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 the information in this release and other filings with the SEC. The Company has no obligation to update any of the guidance or other information provided to conform to actual results or changes in the Company’s portfolio, capital structure or future expectations.

Earnings Call

 

The Company will host a conference call to discuss third quarter 2018 financial results on November 5, 2018, 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 

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website. Alternatively, investors may dial 1-323-994-2093 and reference  confirmation code 5656085  to listen to the call live. 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 5, 2018 has interests in 22  hotels comprised of 11,176 rooms. Sunstone’s primary business is to acquire, own, asset manage and renovate hotels considered to be Long-Term Relevant Real Estate, the majority of which are operated under nationally recognized brands, such as Marriott, Hilton and Hyatt. For further information, please visit Sunstone’s website at www.sunstonehotels.com. 

 

Sunstone’s mission is to create meaningful value for our stockholders by producing superior long-term returns through the ownership of Long-Term Relevant Real Estate in the hospitality sector. Our values include transparency, trust, ethical conduct, honest communication and discipline. As demand for lodging generally fluctuates with the overall economy, we seek to own hotels that will maintain a high appeal with travelers over long periods of time and will generate economic earnings materially in excess of recurring capital requirements.

 

Forward-Looking Statements

 

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 opinions, 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, changes in the European Union or global economic slowdown, as well as any type of flu or disease-related pandemic, affecting the lodging and travel industry; the ability to maintain sufficient liquidity and our access to capital markets; terrorist attacks or civil unrest,  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; severe weather events or other natural disasters; risks impacting our ability to pay anticipated future dividends; 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 5, 2018, 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 together 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 supplemental measures of our operating performance: earnings before interest expense, taxes, depreciation and amortization for real estate, or EBITDAre;  Adjusted EBITDAre, excluding noncontrolling interest (as defined below); funds from operations attributable to common stockholders, or FFO attributable to common stockholders;  Adjusted FFO attributable to common stockholders (as defined below); hotel Adjusted EBITDAre; and hotel Adjusted EBITDAre margin.  These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. In addition, our calculation of these measures may not be comparable to other companies that do not define such terms exactly the same 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 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

5


 

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.

 

We present EBITDAre in accordance with guidelines established by the National Association of Real Estate Investment Trusts (“NAREIT”), as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.” We believe EBITDAre is a useful performance measure to help investors evaluate and compare the results of our operations from period to period in comparison to our peers.  NAREIT defines EBITDAre as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property in the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

 

We make additional adjustments to EBITDAre 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 EBITDAre,  excluding noncontrolling interest, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. In addition, we use both EBITDAre and Adjusted EBITDAre, excluding noncontrolling interest as measures in determining the value of hotel acquisitions and dispositions. Our presentation of Adjusted EBITDAre, excluding noncontrolling interest results in a similar metric as our previous disclosure of Adjusted EBITDA.

 

We believe that the presentation of FFO attributable to common stockholders provides useful information to investors regarding our operating performance because it is a measure of our operations without regard to specified noncash 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. Our presentation of FFO attributable to common stockholders conforms to NAREIT’s definition of “FFO applicable to common shares.” Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do.  

 

We also present Adjusted FFO attributable to common stockholders 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 EBITDAre and FFO attributable to common stockholders for the following items, which may occur in any period, and refer to these measures as either Adjusted EBITDAre, excluding noncontrolling interest or Adjusted FFO attributable to common stockholders:

 

·

Amortization of favorable and unfavorable contracts:  we exclude the noncash amortization of the favorable management contract asset recorded in conjunction with our acquisition of the Hilton Garden Inn Chicago Downtown/Magnificent Mile, along with the favorable and unfavorable tenant lease contracts, as applicable, recorded in conjunction with our acquisitions of the Boston Park Plaza, the Hilton Garden Inn Chicago Downtown/Magnificent Mile, the Hilton New Orleans St. Charles, the Hyatt Regency San Francisco and the Wailea Beach Resort. We exclude the noncash amortization of favorable and unfavorable contracts because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.

 

·

Noncash ground rent: we exclude the noncash expense incurred from straight-lining our ground lease obligations as this expense does not reflect the actual rent amounts due to the respective lessors in the current period and is of lesser significance in evaluating our actual performance for the current period.  

 

·

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 that meet the definition of a business 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 or our hotels.

 

6


 

·

Cumulative effect of a change in accounting principle:  from time to time, 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, which include the accounting impact from prior periods, because they do not reflect our actual performance for that period.

 

·

Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for the period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; prior year property tax assessments or credits; property-level restructuring, severance and management transition costs; lease terminations; and property insurance proceeds or uninsured losses.

 

In addition, to derive Adjusted EBITDAre, excluding noncontrolling interest we exclude the noncontrolling partner’s pro rata share of the net income (loss) allocated to the Hilton San Diego Bayfront partnership, as well as the noncontrolling partner’s pro rata share of any EBITDAre and Adjusted EBITDAre components.  We  also exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels. Additionally, we include an adjustment for the cash ground lease expenses recorded on the ground lease at the Courtyard by Marriott Los Angeles and the building lease at the Hyatt Centric Chicago Magnificent Mile. We determined that both of these leases are capital leases, and, therefore, we include a portion of the capital lease payments each month in interest expense. We include an adjustment for ground lease expense on capital leases in order to more accurately reflect the actual rent due to both hotels’ lessors in the current period, as well as the operating performance of both hotels.  We  also exclude the effect of gains and losses on the disposition of undepreciable assets because we believe that including them in Adjusted EBITDAre, excluding noncontrolling interest is not consistent with reflecting the ongoing performance of our assets.

 

To derive Adjusted FFO attributable to common stockholders,  we also exclude the noncash interest on our derivatives and capital lease obligations,  the noncontrolling partner’s pro rata share of any FFO adjustments related to our consolidated Hilton San Diego Bayfront partnership, as well as changes to deferred tax assets or valuation allowances, and income tax benefits or provisions associated with the application of net operating loss carryforwards, uncertain tax positions or with the sale of assets other than real estate investments. We believe that these items are not reflective of our ongoing finance costs.

 

In presenting hotel  Adjusted EBITDAre and hotel  Adjusted EBITDAre margins, miscellaneous non-hotel items have been excluded. We believe the calculation of hotel Adjusted EBITDAre results in a more accurate presentation of the hotel Adjusted EBITDAre margins for our hotels, and that these non-GAAP financial measures are useful to investors in evaluating our property-level operating performance.  

 

Our 22 Hotel Comparable Portfolio is comprised of all hotels owned by the Company as of September 30, 2018,  with the exception of  the Houston hotels, which we classified as held for sale at September 30, 2018 and subsequently sold in October 2018. Our 22 Hotel Comparable Portfolio includes both our results and the prior owner’s results for the Oceans Edge Resort & Marina acquired in July 2017. We obtained prior ownership information from the Oceans Edge Resort & Marina’s previous owner during the due diligence period before acquiring the hotel. We performed a limited review of the information as part of our analysis of the acquisition. We caution you not to place undue reliance on the prior ownership information. We believe that providing comparable hotel data is useful to us and to investors in evaluating our operating performance because this measure helps us and investors evaluate and compare the results of our operations from period to period by removing the fluctuations caused by any acquisitions or dispositions, as well as by those hotels that we classify as held for sale, those hotels that are undergoing a material renovation or repositioning and those hotels whose room counts have materially changed during either the current or prior year. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

 

Reconciliations of net income to EBITDAre, Adjusted EBITDAre,  excluding noncontrolling interest, FFO attributable to common stockholders and Adjusted FFO attributable to common stockholders are set forth on pages  10 and 11. Reconciliations and the components of hotel Adjusted EBITDAre and hotel  Adjusted EBITDAre margin are set forth on pages 13 and 14. 

 

 

 

7


 

Sunstone Hotel Investors, Inc.

Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

    

    

2018

    

2017

 

 

(unaudited)

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

650,691

 

$

488,002

Restricted cash

 

 

68,794

 

 

71,309

Accounts receivable, net

 

 

44,330

 

 

34,219

Inventories

 

 

1,055

 

 

1,323

Prepaid expenses

 

 

11,790

 

 

10,464

Assets held for sale, net

 

 

33,312

 

 

122,807

Total current assets

 

 

809,972

 

 

728,124

 

 

 

 

 

 

 

Investment in hotel properties, net

 

 

3,073,622

 

 

3,106,066

Deferred financing costs, net

 

 

524

 

 

1,305

Other assets, net

 

 

34,495

 

 

22,317

 

 

 

 

 

 

 

Total assets

 

$

3,918,613

 

$

3,857,812

 

 

 

 

 

 

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

34,844

 

$

31,810

Accrued payroll and employee benefits

 

 

21,196

 

 

26,687

Dividends and distributions payable

 

 

14,620

 

 

133,894

Other current liabilities

 

 

47,390

 

 

44,502

Current portion of notes payable, net

 

 

5,913

 

 

5,477

Liabilities of assets held for sale

 

 

3,459

 

 

189

Total current liabilities

 

 

127,422

 

 

242,559

 

 

 

 

 

 

 

Notes payable, less current portion, net

 

 

972,814

 

 

977,282

Capital lease obligations, less current portion

 

 

26,956

 

 

26,804

Other liabilities

 

 

30,981

 

 

28,989

Total liabilities

 

 

1,158,173

 

 

1,275,634

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

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

 

 

 

 

 

 

6.95% Series E Cumulative Redeemable Preferred Stock, 4,600,000 shares issued and outstanding at September 30, 2018 and December 31, 2017, stated at liquidation preference of $25.00 per share

 

 

115,000

 

 

115,000

6.45% Series F Cumulative Redeemable Preferred Stock, 3,000,000 shares issued and outstanding at September 30, 2018 and December 31, 2017, stated at liquidation preference of $25.00 per share

 

 

75,000

 

 

75,000

Common stock, $0.01 par value, 500,000,000 shares authorized, 228,247,062 shares issued and outstanding at September 30, 2018 and 225,321,660 shares issued and outstanding at December 31, 2017

 

 

2,282

 

 

2,253

Additional paid in capital

 

 

2,726,523

 

 

2,679,221

Retained earnings

 

 

1,106,391

 

 

932,277

Cumulative dividends and distributions

 

 

(1,313,741)

 

 

(1,270,013)

Total stockholders' equity

 

 

2,711,455

 

 

2,533,738

Noncontrolling interest in consolidated joint venture

 

 

48,985

 

 

48,440

Total equity

 

 

2,760,440

 

 

2,582,178

 

 

 

 

 

 

 

Total liabilities and equity

 

$

3,918,613

 

$

3,857,812

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,

 

  

2018

  

2017

 

2018

 

2017

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Room

 

$

207,657

 

$

215,768

 

$

608,237

 

$

629,788

Food and beverage

 

 

63,911

 

 

68,821

 

 

217,469

 

 

222,943

Other operating

 

 

17,740

 

 

19,320

 

 

52,495

 

 

50,717

Total revenues

 

 

289,308

 

 

303,909

 

 

878,201

 

 

903,448

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Room

 

 

53,928

 

 

54,433

 

 

159,923

 

 

160,282

Food and beverage

 

 

46,260

 

 

49,262

 

 

147,299

 

 

150,768

Other operating

 

 

4,190

 

 

4,256

 

 

12,488

 

 

12,120

Advertising and promotion

 

 

13,593

 

 

14,953

 

 

41,815

 

 

44,810

Repairs and maintenance

 

 

10,530

 

 

12,882

 

 

32,484

 

 

34,645

Utilities

 

 

8,084

 

 

8,331

 

 

22,533

 

 

22,844

Franchise costs

 

 

9,167

 

 

9,431

 

 

26,981

 

 

27,367

Property tax, ground lease and insurance

 

 

20,369

 

 

21,399

 

 

63,658

 

 

63,477

Other property-level expenses

 

 

31,580

 

 

34,511

 

 

101,005

 

 

105,015

Corporate overhead

 

 

7,360

 

 

7,233

 

 

22,056

 

 

21,585

Depreciation and amortization

 

 

36,159

 

 

39,719

 

 

110,181

 

 

120,051

Impairment loss

 

 

 —

 

 

34,427

 

 

1,394

 

 

34,427

Total operating expenses

 

 

241,220

 

 

290,837

 

 

741,817

 

 

797,391

Operating income

 

 

48,088

 

 

13,072

 

 

136,384

 

 

106,057

Interest and other income

 

 

2,592

 

 

1,027

 

 

7,049

 

 

2,597

Interest expense

 

 

(11,549)

 

 

(17,008)

 

 

(31,609)

 

 

(41,341)

Loss on extinguishment of debt

 

 

 —

 

 

 —

 

 

 —

 

 

(4)

Gain on sale of assets

 

 

53,128

 

 

 —

 

 

68,787

 

 

45,474

Income (loss) before income taxes and discontinued operations

 

 

92,259

 

 

(2,909)

 

 

180,611

 

 

112,783

Income tax (provision) benefit, net

 

 

(673)

 

 

12,991

 

 

692

 

 

12,541

Income from continuing operations

 

 

91,586

 

 

10,082

 

 

181,303

 

 

125,324

Income from discontinued operations

 

 

 —

 

 

7,000

 

 

 —

 

 

7,000

Net income

 

 

91,586

 

 

17,082

 

 

181,303

 

 

132,324

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,376)

 

 

(2,169)

 

 

(7,189)

 

 

(6,344)

Preferred stock dividends

 

 

(3,208)

 

 

(3,208)

 

 

(9,622)

 

 

(9,622)

Income attributable to common stockholders

 

$

86,002

 

$

11,705

 

$

164,492

 

$

116,358

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted per share amounts:

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations attributable to common stockholders

 

$

0.38

 

$

0.02

 

$

0.73

 

$

0.49

Income from discontinued operations

 

 

 —

 

 

0.03

 

 

 —

 

 

0.03

Basic and diluted income attributable to common stockholders per common share

 

$

0.38

 

$

0.05

 

$

0.73

 

$

0.52

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted weighted average common shares outstanding

 

 

227,068

 

 

224,142

 

 

225,538

 

 

221,140

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared per common share

 

$

0.05

 

$

0.05

 

$

0.15

 

$

0.15

 

9


 

Sunstone Hotel Investors, Inc.

Reconciliation of Net Income to Non-GAAP Financial Measures

(Unaudited and in thousands)

 

Reconciliation of Net Income to EBITDAre and Adjusted EBITDAre, Excluding Noncontrolling Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

  

2018

  

2017

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

91,586

 

$

17,082

 

$

181,303

 

$

132,324

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

36,159

 

 

39,719

 

 

110,181

 

 

120,051

Amortization of lease intangibles

 

 

(98)

 

 

63

 

 

28

 

 

189

Interest expense

 

 

11,549

 

 

17,008

 

 

31,609

 

 

41,341

Income tax provision (benefit), net

 

 

673

 

 

(12,991)

 

 

(692)

 

 

(12,541)

(Gain) loss on sale of assets, net

 

 

(53,077)

 

 

14

 

 

(68,740)

 

 

(45,736)

Impairment loss

 

 

 —

 

 

34,427

 

 

1,394

 

 

34,427

EBITDAre

 

 

86,792

 

 

95,322

 

 

255,083

 

 

270,055

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of deferred stock compensation

 

 

2,073

 

 

1,848

 

 

6,938

 

 

6,188

Amortization of favorable and unfavorable contracts, net

 

 

(2)

 

 

20

 

 

 3

 

 

215

Noncash ground rent

 

 

(287)

 

 

(281)

 

 

(860)

 

 

(841)

Capital lease obligation interest - cash ground rent

 

 

(590)

 

 

(575)

 

 

(1,768)

 

 

(1,277)

Loss on extinguishment of debt

 

 

 —

 

 

 —

 

 

 —

 

 

 4

Hurricane-related uninsured losses (insurance proceeds), net

 

 

25

 

 

1,649

 

 

(990)

 

 

1,649

Closing costs - completed acquisitions

 

 

 —

 

 

355

 

 

 —

 

 

729

Prior year property tax adjustments, net

 

 

 —

 

 

(448)

 

 

117

 

 

(549)

Noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,376)

 

 

(2,169)

 

 

(7,189)

 

 

(6,344)

Depreciation and amortization

 

 

(637)

 

 

(660)

 

 

(1,915)

 

 

(2,147)

Interest expense

 

 

(513)

 

 

(523)

 

 

(1,437)

 

 

(1,468)

Noncash ground rent

 

 

72

 

 

72

 

 

217

 

 

217

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

 

 —

 

 

(7,000)

 

 

 —

 

 

(7,000)

 

 

 

(2,235)

 

 

(7,712)

 

 

(6,884)

 

 

(10,624)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDAre, excluding noncontrolling interest

 

$

84,557

 

$

87,610

 

$

248,199

 

$

259,431

 

 

 

 

 

 

 

 

 

10


 

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 FFO  Attributable to Common Stockholders and

Adjusted FFO  Attributable to Common Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2018

  

2017

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

91,586

  

$

17,082

 

$

181,303

 

$

132,324

Preferred stock dividends

 

 

(3,208)

 

 

(3,208)

 

 

(9,622)

 

 

(9,622)

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate depreciation and amortization

 

 

35,970

 

 

39,611

 

 

109,807

 

 

119,691

Amortization of lease intangibles

 

 

(98)

 

 

63

 

 

28

 

 

189

(Gain) loss on sale of assets, net

 

 

(53,077)

 

 

14

 

 

(68,740)

 

 

(45,736)

Impairment loss

 

 

 —

 

 

34,427

 

 

1,394

 

 

34,427

Noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

Income from consolidated joint venture attributable to noncontrolling interest

 

 

(2,376)

 

 

(2,169)

 

 

(7,189)

 

 

(6,344)

Real estate depreciation and amortization

 

 

(637)

 

 

(660)

 

 

(1,915)

 

 

(2,147)

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

 

 —

 

 

(7,000)

 

 

 —

 

 

(7,000)

FFO attributable to common stockholders

 

 

68,160

 

 

78,160

 

 

205,066

 

 

215,782

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations held for investment:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of favorable and unfavorable contracts, net

 

 

(2)

 

 

20

 

 

 3

 

 

215

Noncash ground rent

 

 

(287)

 

 

(281)

 

 

(860)

 

 

(841)

Noncash interest on derivatives and capital lease obligations, net

 

 

(818)

 

 

4,534

 

 

(4,995)

 

 

4,883

Loss on extinguishment of debt

 

 

 —

 

 

 —

 

 

 —

 

 

 4

Hurricane-related uninsured losses (insurance proceeds), net

 

 

25

 

 

1,649

 

 

(990)

 

 

1,649

Closing costs - completed acquisitions

 

 

 —

 

 

355

 

 

 —

 

 

729

Prior year property tax adjustments, net

 

 

 —

 

 

(448)

 

 

117

 

 

(549)

Noncash income tax provision (benefit), net

 

 

719

 

 

(13,628)

 

 

(1,100)

 

 

(13,628)

Noncontrolling interest:

 

 

 

 

 

 

 

 

 

 

 

 

Noncash ground rent

 

 

72

 

 

72

 

 

217

 

 

217

Noncash interest on derivative, net

 

 

 —

 

 

(1)

 

 

(1)

 

 

(5)

 

 

 

(291)

 

 

(7,728)

 

 

(7,609)

 

 

(7,326)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted FFO attributable to common stockholders

 

$

67,869

 

$

70,432

 

$

197,457

 

$

208,456

 

 

 

 

 

 

 

 

 

 

 

 

 

FFO attributable to common stockholders per diluted share

 

$

0.30

 

$

0.35

 

$

0.91

 

$

0.97

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted FFO attributable to common stockholders per diluted share

 

$

0.30

 

$

0.31

 

$

0.87