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8-K - 8-K - STRATEGIC HOTELS & RESORTS, INCa630148kpressrelease.htm
EX-99.2 - EXHIBIT 99.2 - STRATEGIC HOTELS & RESORTS, INCa63014exhibit992.htm
EX-99.1 - EXHIBIT 99.1 - STRATEGIC HOTELS & RESORTS, INCa63014exhibit991a-pressrel.htm


Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Consolidated Statements of Operations
(in thousands, except per share data)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
 
Rooms
 
$
148,874

 
$
127,484

 
$
251,974

 
$
225,748

Food and beverage
 
100,028

 
79,966

 
170,045

 
142,023

Other hotel operating revenue
 
25,942

 
18,491

 
46,181

 
38,150

Lease revenue
 
1,319

 
1,160

 
2,618

 
2,360

Total revenues
 
276,163

 
227,101

 
470,818

 
408,281

Operating Costs and Expenses:
 
 
 
 
 
 
 
 
Rooms
 
41,268

 
36,087

 
74,975

 
67,850

Food and beverage
 
67,077

 
57,289

 
121,680

 
108,839

Other departmental expenses
 
66,238

 
53,285

 
119,817

 
104,466

Management fees
 
9,241

 
6,447

 
15,019

 
11,457

Other hotel expenses
 
15,572

 
15,234

 
31,250

 
30,123

Lease expense
 
1,260

 
1,206

 
2,518

 
2,382

Depreciation and amortization
 
28,058

 
24,691

 
50,263

 
49,599

Corporate expenses
 
7,198

 
7,209

 
14,391

 
12,972

Total operating costs and expenses
 
235,912

 
201,448

 
429,913

 
387,688

Operating income
 
40,251

 
25,653

 
40,905

 
20,593

Interest expense
 
(19,587
)
 
(19,460
)
 
(37,861
)
 
(39,123
)
Interest income
 
50

 
20

 
77

 
30

Equity in earnings of unconsolidated affiliates
 
826

 
1,456

 
5,271

 
2,801

Foreign currency exchange (loss) gain
 
(8
)
 
84

 
(6
)
 
(2
)
Gain on consolidation of affiliates
 
65,349

 

 
143,466

 

Other income, net
 
795

 
745

 
1,218

 
877

Income (loss) before income taxes and discontinued operations
 
87,676

 
8,498

 
153,070

 
(14,824
)
Income tax expense
 
(207
)
 
(72
)
 
(246
)
 
(85
)
Income (loss) from continuing operations
 
87,469

 
8,426

 
152,824

 
(14,909
)
Income from discontinued operations, net of tax
 
604

 
329

 
159,039

 
2,318

Net Income (Loss)
 
88,073

 
8,755

 
311,863

 
(12,591
)
Net (income) loss attributable to the noncontrolling interests in SHR's operating partnership
 
(281
)
 
(36
)
 
(1,130
)
 
51

Net loss attributable to the noncontrolling interests in consolidated affiliates
 
217

 
597

 
4,258

 
4,449

Net Income (Loss) attributable to SHR
 
88,009

 
9,316

 
314,991

 
(8,091
)
Preferred shareholder dividends
 
(7,169
)
 
(6,042
)
 
(16,993
)
 
(12,083
)
Net Income (Loss) Attributable to SHR Common Shareholders
 
$
80,840

 
$
3,274

 
$
297,998

 
$
(20,174
)
Basic Income (Loss) Per Common Share:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to SHR common shareholders
 
$
0.36

 
$
0.02

 
$
0.65

 
$
(0.11
)
Income from discontinued operations attributable to SHR common shareholders
 

 

 
0.74

 
0.01

Net income (loss) attributable to SHR common shareholders
 
$
0.36

 
$
0.02

 
$
1.39

 
$
(0.10
)
Weighted average shares of common stock outstanding
 
222,013

 
206,061

 
214,450

 
205,849

Diluted Income (Loss) Per Common Share:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to SHR common shareholders
 
$
0.35

 
$
0.01

 
$
0.60

 
$
(0.12
)
Income from discontinued operations attributable to SHR common shareholders
 

 

 
0.70

 
0.01

Net income (loss) attributable to SHR common shareholders
 
$
0.35

 
$
0.01

 
$
1.30

 
$
(0.11
)
Weighted average shares of common stock outstanding
 
233,463

 
219,227

 
225,900

 
217,006






Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Consolidated Balance Sheets
(in thousands, except share data)
 
 
 
June 30, 2014
 
December 31, 2013
Assets
 
 
 
 
Investment in hotel properties, net
 
$
2,722,752

 
$
1,795,338

Goodwill
 
38,128

 
38,128

Intangible assets, net of accumulated amortization of $3,716 and $11,753
 
91,635

 
29,502

Assets held for sale
 

 
135,901

Investment in unconsolidated affiliates
 
22,910

 
104,973

Cash and cash equivalents
 
245,468

 
73,655

Restricted cash and cash equivalents
 
91,480

 
75,916

Accounts receivable, net of allowance for doubtful accounts of $466 and $606
 
67,241

 
39,660

Deferred financing costs, net of accumulated amortization of $12,686 and $12,354
 
9,852

 
8,478

Deferred tax assets
 
2,134

 

Prepaid expenses and other assets
 
46,646

 
35,600

Total assets
 
$
3,338,246

 
$
2,337,151

Liabilities, Noncontrolling Interests and Equity
 
 
 
 
Liabilities:
 
 
 
 
Mortgages and other debt payable, net of discount
 
$
1,636,450

 
$
1,163,696

Bank credit facility
 

 
110,000

Liabilities of assets held for sale
 

 
17,027

Accounts payable and accrued expenses
 
204,171

 
189,889

Preferred stock redemption liability
 
95,693

 

Distributions payable
 
128

 

Deferred tax liabilities
 
45,778

 
46,137

Total liabilities
 
1,982,220

 
1,526,749

Commitments and contingencies
 
 
 
 
Noncontrolling interests in SHR’s operating partnership
 
9,336

 
7,534

Equity:
 
 
 
 
SHR’s shareholders’ equity:
 
 
 
 
8.50% Series A Cumulative Redeemable Preferred Stock ($0.01 par value per share; 0 and 4,148,141 shares issued and outstanding; liquidation preference $25.00 per share plus accrued distributions and $0 and $103,704 in the aggregate)
 

 
99,995

8.25% Series B Cumulative Redeemable Preferred Stock ($0.01 par value per share; 3,615,375 shares issued and outstanding; liquidation preference $25.00 per share plus accrued distributions and $90,446 and $90,384 in the aggregate)
 
87,064

 
87,064

8.25% Series C Cumulative Redeemable Preferred Stock ($0.01 par value per share; 3,827,727 shares issued and outstanding; liquidation preference $25.00 per share plus accrued distributions and $95,759 and $95,693 in the aggregate)
 

 
92,489

Common stock ($0.01 par value per share; 350,000,000 shares of common stock authorized; 247,371,386 and 205,582,838 shares of common stock issued and outstanding)
 
2,474

 
2,056

Additional paid-in capital
 
2,105,749

 
1,705,306

Accumulated deficit
 
(919,961
)
 
(1,234,952
)
Accumulated other comprehensive loss
 
(19,176
)
 
(41,445
)
Total SHR’s shareholders’ equity
 
1,256,150

 
710,513

Noncontrolling interests in consolidated affiliates
 
90,540

 
92,355

Total equity
 
1,346,690

 
802,868

Total liabilities, noncontrolling interests and equity
 
$
3,338,246

 
$
2,337,151







Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Financial Highlights
Supplemental Financial Data
(in thousands, except per share information)
 
 
 
June 30, 2014
 
 
Pro Rata Share
 
Consolidated
Capitalization
 
 
 
 
Shares of common stock outstanding
 
247,371

 
247,371

Operating partnership units outstanding
 
797

 
797

Restricted stock units outstanding
 
1,446

 
1,446

Combined shares and units outstanding
 
249,614

 
249,614

Common stock price at end of period
 
$
11.71

 
$
11.71

Common equity capitalization
 
$
2,922,980

 
$
2,922,980

Preferred equity capitalization (at $25.00 face value)
 
90,384

 
90,384

Preferred stock redemption liability
 
95,693

 
95,693

Consolidated debt
 
1,638,319

 
1,638,319

Pro rata share of consolidated debt
 
(132,568
)
 

Cash and cash equivalents
 
(245,468
)
 
(245,468
)
Total enterprise value
 
$
4,369,340

 
$
4,501,908

Net Debt / Total Enterprise Value
 
31.0
%
 
33.1
%
Preferred Equity / Total Enterprise Value
 
2.1
%
 
2.0
%
Common Equity / Total Enterprise Value
 
66.9
%
 
64.9
%

































Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)

Discontinued Operations
The results of operations of hotels sold are classified as discontinued operations and segregated in the consolidated statements of operations for all periods presented. The following hotels were sold during the six months ended June 30, 2014:
 
Hotel
 
Location
 
Date Sold
 
Sales Proceeds
 
Four Seasons Punta Mita Resort and La Solana land parcel
 
Punta Mita, Mexico
 
February 28, 2014
 
$
203,197,000

 
Marriott London Grosvenor Square
 
London, England
 
March 31, 2014
 
$
208,306,000

(a)

(a)
There was an outstanding balance of £67,301,000 ($112,150,000) on the mortgage loan secured by the Marriott London Grosvenor Square hotel, which was repaid at the time of closing. The net proceeds we received were $96,156,000.
The following is a summary of income from discontinued operations for the three and six months ended June 30, 2014 and 2013 (in thousands):
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Hotel operating revenues
 
$

 
$
17,064

 
$
17,767

 
$
37,351

Operating costs and expenses
 

 
11,778

 
11,485

 
25,500

Depreciation and amortization
 

 
2,306

 
1,275

 
4,616

Total operating costs and expenses
 

 
14,084

 
12,760

 
30,116

Operating income
 

 
2,980

 
5,007

 
7,235

Interest expense
 

 
(1,819
)
 
(1,326
)
 
(3,642
)
Interest income
 

 
1

 
2

 
3

Loss on early extinguishment of debt
 

 

 
(272
)
 

Foreign currency exchange (loss) gain
 

 
(138
)
 
32

 
188

Income tax expense
 

 
(695
)
 
(833
)
 
(1,466
)
Gain on sale, net of tax
 
604

 

 
156,429

 

Income from discontinued operations
 
$
604

 
$
329

 
$
159,039

 
$
2,318







Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Investments in Unconsolidated Affiliates
(in thousands)
We had a 36.4% equity ownership interest in the Hotel del Coronado that we accounted for using the equity method of accounting until we acquired the remaining 63.6% equity ownership interest not previously owned by us on June 11, 2014. We had a 50.0% equity ownership interest in the Fairmont Scottsdale Princess hotel that we accounted for using the equity method of accounting until we acquired the remaining 50.0% equity ownership interest not previously owned by us on March 31, 2014. For purposes of this analysis, the operating results reflect the 36.4% equity ownership interest we held in the Hotel del Coronado prior to June 11, 2014 and the 50.0% equity ownership interest we held in the Fairmont Scottsdale Princess hotel prior to March 31, 2014.
 
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
 
Hotel del
Coronado
 
Fairmont Scottsdale
Princess
 
Total
 
Hotel del
Coronado
 
Fairmont Scottsdale
Princess
 
Total
Total revenues (100%)
 
$
33,821

 
$

 
$
33,821

 
$
37,758

 
$
24,204

 
$
61,962

Property EBITDA (100%)
 
$
11,202

 
$

 
$
11,202

 
$
11,946

 
$
5,504

 
$
17,450

Equity in earnings of unconsolidated affiliates (SHR ownership)
 
 
 
 
 
 
 
 
Property EBITDA
 
$
4,075

 
$

 
$
4,075

 
$
4,345

 
$
2,752

 
$
7,097

Depreciation and amortization
 
(1,572
)
 

 
(1,572
)
 
(1,886
)
 
(1,632
)
 
(3,518
)
Interest expense
 
(1,518
)
 

 
(1,518
)
 
(1,944
)
 
(196
)
 
(2,140
)
Other expenses, net
 
(18
)
 

 
(18
)
 
(7
)
 
(11
)
 
(18
)
Income taxes
 
(87
)
 

 
(87
)
 
(31
)
 

 
(31
)
Equity in earnings of unconsolidated affiliates
 
$
880

 
$

 
$
880

 
$
477

 
$
913

 
$
1,390

EBITDA Contribution:
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates
 
$
880

 
$

 
$
880

 
$
477

 
$
913

 
$
1,390

Depreciation and amortization
 
1,572

 

 
1,572

 
1,886

 
1,632

 
3,518

Interest expense
 
1,518

 

 
1,518

 
1,944

 
196

 
2,140

Income taxes
 
87

 

 
87

 
31

 

 
31

EBITDA Contribution
 
$
4,057

 
$

 
$
4,057

 
$
4,338

 
$
2,741

 
$
7,079

FFO Contribution:
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates
 
$
880

 
$

 
$
880

 
$
477

 
$
913

 
$
1,390

Depreciation and amortization
 
1,572

 

 
1,572

 
1,886

 
1,632

 
3,518

FFO Contribution
 
$
2,452

 
$

 
$
2,452

 
$
2,363

 
$
2,545

 
$
4,908

 
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
 
Hotel del
Coronado
 
Fairmont
Scottsdale
Princess
 
Total
 
Hotel del
Coronado
 
Fairmont
Scottsdale
Princess
 
Total
Total revenues (100%)
 
$
67,863

 
$
35,006

 
$
102,869

 
$
68,087

 
$
55,160

 
$
123,247

Property EBITDA (100%)
 
$
20,761

 
$
13,191

 
$
33,952

 
$
19,820

 
$
15,073

 
$
34,893

Equity in earnings (losses) of unconsolidated affiliates (SHR ownership)
 
 
 
 
 
 
 
 
 
 
Property EBITDA
 
$
7,426

 
$
6,595

 
$
14,021

 
$
7,209

 
$
7,537

 
$
14,746

Depreciation and amortization
 
(3,526
)
 
(1,551
)
 
(5,077
)
 
(3,751
)
 
(3,472
)
 
(7,223
)
Interest expense
 
(3,418
)
 
(168
)
 
(3,586
)
 
(4,434
)
 
(390
)
 
(4,824
)
Other expenses, net
 
(25
)
 
(30
)
 
(55
)
 
(23
)
 
(19
)
 
(42
)
Income taxes
 
143

 

 
143

 
63

 

 
63

Equity in earnings (losses) of unconsolidated affiliates
 
$
600

 
$
4,846

 
$
5,446

 
$
(936
)
 
$
3,656

 
$
2,720

EBITDA Contribution
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings (losses) of unconsolidated affiliates
 
$
600

 
$
4,846

 
$
5,446

 
$
(936
)
 
$
3,656

 
$
2,720

Depreciation and amortization
 
3,526

 
1,551

 
5,077

 
3,751

 
3,472

 
7,223

Interest expense
 
3,418

 
168

 
3,586

 
4,434

 
390

 
4,824

Income taxes
 
(143
)
 

 
(143
)
 
(63
)
 

 
(63
)
EBITDA Contribution
 
$
7,401

 
$
6,565

 
$
13,966

 
$
7,186

 
$
7,518

 
$
14,704

FFO Contribution
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings (losses) of unconsolidated affiliates
 
$
600

 
$
4,846

 
$
5,446

 
$
(936
)
 
$
3,656

 
$
2,720

Depreciation and amortization
 
3,526

 
1,551

 
5,077

 
3,751

 
3,472

 
7,223

FFO Contribution
 
$
4,126

 
$
6,397

 
$
10,523

 
$
2,815

 
$
7,128

 
$
9,943

 





Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Leasehold Information
(in thousands)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Marriott Hamburg:
 
 
 
 
 
 
 
 
Property EBITDA
 
$
1,687

 
$
1,505

 
$
3,199

 
$
2,901

Revenue (a)
 
$
1,319

 
$
1,160

 
$
2,618

 
$
2,360

 
 
 
 
 
 
 
 
 
Lease expense
 
(1,260
)
 
(1,206
)
 
(2,518
)
 
(2,382
)
Less: Deferred gain on sale-leaseback
 
(54
)
 
(51
)
 
(107
)
 
(102
)
Adjusted lease expense
 
(1,314
)
 
(1,257
)
 
(2,625
)
 
(2,484
)
 
 
 
 
 
 
 
 
 
Comparable EBITDA contribution from leasehold
 
$
5

 
$
(97
)
 
$
(7
)
 
$
(124
)


Security Deposit (b):
 
June 30, 2014
 
December 31, 2013
Marriott Hamburg
 
$
2,602

 
$
2,611


(a)
For the three and six months ended June 30, 2014 and 2013, Revenue for the Marriott Hamburg hotel represents lease revenue.
(b)
The security deposit is recorded in prepaid expenses and other assets on the consolidated balance sheets.






Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Non-GAAP Financial Measures
We present five non-GAAP financial measures that we believe are useful to management and investors as key measures of our operating performance: Funds from Operations (FFO); FFO—Fully Diluted; Comparable FFO; Earnings Before Interest Expense, Taxes, Depreciation and Amortization (EBITDA); and Comparable EBITDA.
EBITDA represents net income (or loss) attributable to SHR common shareholders excluding: (i) interest expense, (ii) income taxes, including deferred income tax benefits and expenses applicable to our foreign subsidiaries and income taxes applicable to sale of assets; (iii) depreciation and amortization; and (iv) preferred stock dividends. EBITDA also excludes interest expense, income taxes and depreciation and amortization of our unconsolidated affiliates. EBITDA is presented on a full participation basis, which means we have assumed conversion of all redeemable noncontrolling interests of our operating partnership into our common stock. We believe this treatment of noncontrolling interests provides useful information for management and our investors and appropriately considers our current capital structure. We also present Comparable EBITDA, which eliminates the effect of realizing deferred gains on our sale leasebacks, as well as the effect of gains or losses on sales of assets, early extinguishment of debt, impairment losses, foreign currency exchange gains or losses and certain other charges that are highly variable from year to year. We believe EBITDA and Comparable EBITDA are useful to management and investors in evaluating our operating performance because they provide management and investors with an indication of our ability to incur and service debt, to satisfy general operating expenses, to make capital expenditures and to fund other cash needs or reinvest cash into our business. We also believe they help management and investors meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our asset base (primarily depreciation and amortization) from our operating results. Our management also uses EBITDA and Comparable EBITDA as measures in determining the value of acquisitions and dispositions.
We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT adopted a definition of FFO in order to promote an industry-wide standard measure of REIT operating performance. NAREIT defines FFO as net income (or loss) (computed in accordance with GAAP) excluding losses or gains from sales of depreciable property, impairment of depreciable real estate, real estate-related depreciation and amortization, and our portion of these items related to unconsolidated affiliates. We also present FFO—Fully Diluted, which is FFO plus income or loss on income attributable to redeemable noncontrolling interests in our operating partnership. We also present Comparable FFO, which is FFO—Fully Diluted excluding the impact of any gains or losses on early extinguishment of debt, impairment losses on non-depreciable assets, foreign currency exchange gains or losses and certain other charges that are highly variable from year to year. We believe that the presentation of FFO, FFO—Fully Diluted and Comparable FFO provides useful information to management and investors regarding our results of operations because they are measures of our ability to fund capital expenditures and expand our business. In addition, FFO is widely used in the real estate industry to measure operating performance without regard to items such as depreciation and amortization. We also present Comparable FFO per diluted share as a non-GAAP measure of our performance. We calculate Comparable FFO per diluted share for a given operating period as our Comparable FFO (as defined above) divided by the weighted average of fully diluted shares outstanding, excluding shares related to the JW Marriott Essex House Hotel put option. Dilutive securities may include shares granted under share-based compensation plans and operating partnership units. No effect is shown for securities that are anti-dilutive.
We caution investors that amounts presented in accordance with our definitions of FFO, FFO—Fully Diluted, Comparable FFO, EBITDA, and Comparable EBITDA may not be comparable to similar measures disclosed by other companies, since not all companies calculate these non-GAAP measures in the same manner. FFO, FFO—Fully Diluted, Comparable FFO, EBITDA, and Comparable EBITDA should not be considered as an alternative measure of our net income (or loss) or operating performance. FFO, FFO—Fully Diluted, Comparable FFO, EBITDA, and Comparable EBITDA may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that FFO, FFO—Fully Diluted, Comparable FFO, EBITDA, and Comparable EBITDA can enhance your understanding of our financial condition and results of operations, these non-GAAP financial measures, when viewed individually, are not necessarily a better indicator of any trend as compared to comparable GAAP measures such as net income (or loss) attributable to SHR common shareholders. In addition, you should be aware that adverse economic and market conditions might negatively impact our cash flow. We have provided a quantitative reconciliation of FFO, FFO—Fully Diluted, Comparable FFO, EBITDA, and Comparable EBITDA to the most directly comparable GAAP financial performance measure, which is net income (or loss) attributable to SHR common shareholders.








Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Reconciliation of Net Income (Loss) Attributable to SHR Common Shareholders to EBITDA and Comparable EBITDA
(in thousands)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Net income (loss) attributable to SHR common shareholders
 
$
80,840

 
$
3,274

 
$
297,998

 
$
(20,174
)
Depreciation and amortization—continuing operations
 
28,058

 
24,691

 
50,263

 
49,599

Depreciation and amortization—discontinued operations
 

 
2,306

 
1,275

 
4,616

Interest expense—continuing operations
 
19,587

 
19,460

 
37,861

 
39,123

Interest expense—discontinued operations
 

 
1,819

 
1,326

 
3,642

Income taxes—continuing operations
 
207

 
72

 
246

 
85

Income taxes—discontinued operations
 

 
695

 
833

 
1,466

Income taxes—sale of assets
 

 

 
20,451

 

Noncontrolling interests
 
281

 
36

 
1,130

 
(51
)
Adjustments from consolidated affiliates
 
(3,939
)
 
(3,549
)
 
(7,614
)
 
(7,103
)
Adjustments from unconsolidated affiliates
 
3,153

 
5,717

 
8,443

 
12,033

Preferred shareholder dividends
 
7,169

 
6,042

 
16,993

 
12,083

EBITDA
 
135,356

 
60,563

 
429,205

 
95,319

Realized portion of deferred gain on sale-leaseback
 
(54
)
 
(51
)
 
(107
)
 
(102
)
Gain on sale of assets—continuing operations
 
(767
)
 
(273
)
 
(767
)
 
(273
)
Gain on sale of assets—adjustments from consolidated affiliates
 
109

 

 
109

 

Gain on sale of assets—discontinued operations
 
(604
)
 

 
(176,880
)
 

Gain on consolidation of affiliates
 
(65,349
)
 

 
(143,466
)
 

Loss on early extinguishment of debt—discontinued operations
 

 

 
272

 

Foreign currency exchange loss (gain)—continuing operations (a)
 
8

 
(84
)
 
6

 
2

Foreign currency exchange loss (gain)—discontinued operations (a)
 

 
138

 
(32
)
 
(188
)
Amortization of below market hotel management agreement
 
108

 

 
108

 

Activist shareholder costs
 
104

 

 
1,637

 

Comparable EBITDA
 
$
68,911

 
$
60,293

 
$
110,085

 
$
94,758


(a)
Foreign currency exchange gains or losses applicable to certain balance sheet items held by foreign subsidiaries.























Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Reconciliation of Net Income (Loss) Attributable to SHR Common Shareholders to
Funds From Operations (FFO), FFO—Fully Diluted and Comparable FFO
(in thousands, except per share data)
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2014
 
2013
 
2014
 
2013
Net income (loss) attributable to SHR common shareholders
 
$
80,840

 
$
3,274

 
$
297,998

 
$
(20,174
)
Depreciation and amortization—continuing operations
 
28,058

 
24,691

 
50,263

 
49,599

Depreciation and amortization—discontinued operations
 

 
2,306

 
1,275

 
4,616

Corporate depreciation
 
(123
)
 
(127
)
 
(246
)
 
(258
)
Gain on sale of assets—continuing operations
 
(767
)
 
(273
)
 
(767
)
 
(273
)
Gain on sale of assets, net of tax—discontinued operations
 
(604
)
 

 
(156,429
)
 

Gain on consolidation of affiliates
 
(65,349
)
 

 
(143,466
)
 

Realized portion of deferred gain on sale-leaseback
 
(54
)
 
(51
)
 
(107
)
 
(102
)
Noncontrolling interests adjustments
 
(95
)
 
(125
)
 
(193
)
 
(252
)
Adjustments from consolidated affiliates
 
(1,971
)
 
(1,655
)
 
(3,806
)
 
(3,296
)
Adjustments from unconsolidated affiliates
 
1,571

 
3,518

 
5,077

 
7,224

FFO
 
41,506

 
31,558

 
49,599

 
37,084

Redeemable noncontrolling interests
 
376

 
162

 
1,323

 
202

FFO—Fully Diluted
 
41,882

 
31,720

 
50,922

 
37,286

Non-cash interest rate swap activity—continuing operations
 
2,184

 
(2,353
)
 
(110
)
 
(4,651
)
Non-cash interest rate swap activity—discontinued operations
 

 
(747
)
 

 
(1,493
)
Loss on early extinguishment of debt—discontinued operations
 

 

 
272

 

Foreign currency exchange loss (gain)—continuing operations (a)
 
8

 
(84
)
 
6

 
2

Foreign currency exchange loss (gain)—discontinued operations (a)
 

 
138

 
(32
)
 
(188
)
Amortization of debt discount
 
623

 

 
623

 

Amortization of below market hotel management agreement
 
108

 

 
108

 

Activist shareholder costs
 
104

 

 
1,637

 

Excess of redemption liability over carrying amount of redeemed preferred stock
 
3,203

 

 
6,912

 

Comparable FFO
 
$
48,112

 
$
28,674

 
$
60,338

 
$
30,956

Comparable FFO per fully diluted share
 
$
0.21

 
$
0.14

 
$
0.28

 
$
0.15

Weighted average diluted shares (b)
 
225,348

 
208,923

 
217,875

 
208,760


(a)
Foreign currency exchange gains or losses applicable to certain balance sheet items held by foreign subsidiaries.
(b)
Excludes shares related to the JW Marriott Essex House Hotel put option.

















Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Debt Summary
(dollars in thousands)
Debt
 
Interest Rate
 
Spread (a)
 
Loan Amount
 
Maturity (b)
Fairmont Scottsdale Princess (c)
 
0.52
%
 
36 bp
 
$
117,000

 
April 2015
Westin St. Francis
 
6.09
%
 
Fixed
 
209,588

 
June 2017
Fairmont Chicago
 
6.09
%
 
Fixed
 
93,124

 
June 2017
JW Marriott Essex House Hotel
 
4.75
%
 
400 bp
 
185,826

 
September 2017
Hyatt Regency La Jolla (d)
 
4.50% / 10.00%

 
400 bp / Fixed
 
89,277

 
December 2017
Hotel del Coronado (e)
 
3.81
%
 
365 bp
 
475,000

 
March 2018
InterContinental Miami (f)
 
3.66
%
 
350 bp
 
85,000

 
July 2018
Bank credit facility (g)
 
2.16
%
 
200 bp
 

 
April 2019
Four Seasons Washington, D.C. (h)
 
2.41
%
 
225 bp
 
120,000

 
June 2019
Loews Santa Monica Beach Hotel (i)
 
2.71
%
 
255 bp
 
120,000

 
May 2021
InterContinental Chicago
 
5.61
%
 
Fixed
 
143,504

 
August 2021
 
 
 
 
 
 
1,638,319

 
 
Unamortized discount (c)
 
 
 
 
 
(1,869
)
 
 
 
 
 
 
 
 
$
1,636,450

 
 

(a)
Spread over LIBOR (0.16% at June 30, 2014). Interest on the JW Marriott Essex House Hotel loan is subject to a 0.75% LIBOR floor. Interest on the Hyatt Regency La Jolla loan is subject to a 0.50% LIBOR floor.
(b)
Includes extension options.
(c)
On March 31, 2014, we acquired the remaining 50.0% equity interest in the Fairmont Scottsdale Princess hotel, resulting in the Fairmont Scottsdale Princess hotel becoming wholly-owned by the Company. In connection with the acquisition, we consolidated the Fairmont Scottsdale Princess hotel and became fully obligated under the entire mortgage loan secured by the Fairmont Scottsdale Princess hotel. We recorded the mortgage loan at its fair value, which included a debt discount, which is being amortized as additional interest expense over the maturity period of the loan.
(d)
Interest on $72,000,000 is payable at LIBOR plus 4.00%, subject to a 0.50% LIBOR floor, and interest on $17,277,000 is payable at a fixed rate of 10.00%.
(e)
On June 11, 2014, we acquired the remaining 63.6% equity interest in the Hotel del Coronado, resulting in the Hotel del Coronado becoming wholly-owned by us. In connection with the acquisition, we consolidated the Hotel del Coronado and became fully obligated under the entire outstanding balance of the mortgage and mezzanine loans secured by the Hotel del Coronado.
(f)
On July 7, 2014, we paid off the outstanding balance on the mortgage loan secured by the InterContinental Miami hotel. We are currently evaluating financing alternatives.
(g)
On April 25, 2014, we entered into a new $300,000,000 secured bank credit facility, which replaced the previous secured bank credit facility.
(h)
On June 30, 2014, we refinanced the loan secured by the Four Seasons Washington, D.C. hotel.
(i)
On May 29, 2014, we refinanced the loan secured by the Loews Santa Monica Beach Hotel.







Debt Summary (Continued)
(dollars in thousands)

Future scheduled debt principal payments (including extension options) are as follows:
Years ending December 31,
 
Amount
2014 (remainder)
 
$
1,340

2015
 
121,029

2016
 
7,783

2017
 
575,008

2018
 
559,015

Thereafter
 
374,144

 
 
1,638,319

Unamortized discount
 
(1,869
)
 
 
$
1,636,450

 
 
 
Percent of fixed rate debt
 
28.3
%
Weighted average interest rate (g)
 
4.17
%
Weighted average maturity of fixed rate debt (debt with maturity of greater than one year)
 
4.23


(g) Excludes the amortization of deferred financing costs.