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8-K - 8-K - STRATEGIC HOTELS & RESORTS, INCa331158kpressrelease.htm
EX-99.2 - EXHIBIT 99.2 - STRATEGIC HOTELS & RESORTS, INCa33115exhibit992.htm
EX-99.1 - EXHIBIT 99.1 - STRATEGIC HOTELS & RESORTS, INCa33115exhibit991a-pressrel.htm


Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Consolidated Statements of Operations
(in thousands, except per share data)
 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Revenues:
 
 
 
 
Rooms
 
$
162,864

 
$
103,100

Food and beverage
 
123,469

 
70,017

Other hotel operating revenue
 
37,907

 
20,239

Lease revenue
 
1,031

 
1,299

Total revenues
 
325,271

 
194,655

Operating Costs and Expenses:
 
 
 
 
Rooms
 
47,865

 
33,707

Food and beverage
 
83,074

 
54,603

Other departmental expenses
 
84,724

 
53,579

Management fees
 
11,439

 
5,778

Other hotel expenses
 
15,613

 
15,678

Lease expense
 
1,034

 
1,258

Depreciation and amortization
 
37,664

 
22,205

Corporate expenses
 
8,268

 
7,193

Total operating costs and expenses
 
289,681

 
194,001

Operating income
 
35,590

 
654

Interest expense
 
(22,785
)
 
(18,274
)
Interest income
 
101

 
27

Equity in earnings of unconsolidated affiliates
 

 
4,445

Foreign currency exchange (loss) gain
 
(116
)
 
2

Gain on consolidation of affiliates
 

 
78,117

Other (expenses) income, net
 
(157
)
 
423

Income before income taxes and discontinued operations
 
12,633

 
65,394

Income tax expense
 
(219
)
 
(39
)
Income from continuing operations
 
12,414

 
65,355

Income from discontinued operations, net of tax
 

 
158,435

Net Income
 
12,414

 
223,790

Net income attributable to the noncontrolling interests in SHR's operating partnership
 
(37
)
 
(849
)
Net loss attributable to the noncontrolling interests in consolidated affiliates
 
3,434

 
4,041

Net Income Attributable to SHR
 
15,811

 
226,982

Preferred shareholder dividends
 

 
(9,824
)
Net Income Attributable to SHR Common Shareholders
 
$
15,811

 
$
217,158

Basic Income Per Common Share:
 
 
 
 
Income from continuing operations attributable to SHR common shareholders
 
$
0.06

 
$
0.29

Income from discontinued operations attributable to SHR common shareholders
 

 
0.76

Net income attributable to SHR common shareholders
 
$
0.06

 
$
1.05

Weighted average shares of common stock outstanding
 
273,831

 
206,983

Diluted Income Per Common Share:
 
 
 
 
Income from continuing operations attributable to SHR common shareholders
 
$
0.04

 
$
0.25

Income from discontinued operations attributable to SHR common shareholders
 

 
0.72

Net income attributable to SHR common shareholders
 
$
0.04

 
$
0.97

Weighted average shares of common stock outstanding
 
282,792

 
219,368






Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Consolidated Balance Sheets
(in thousands, except share data)
 
 
 
March 31, 2015
 
December 31, 2014
Assets
 
 
 
 
Investment in hotel properties, net
 
$
3,175,420

 
$
2,828,400

Goodwill
 
38,128

 
38,128

Intangible assets, net of accumulated amortization of $9,404 and $7,288
 
93,874

 
94,324

Investment in unconsolidated affiliates
 
22,850

 
22,850

Cash and cash equivalents
 
240,156

 
442,613

Restricted cash and cash equivalents
 
89,985

 
81,510

Accounts receivable, net of allowance for doubtful accounts of $832 and $492
 
68,141

 
51,382

Deferred financing costs, net of accumulated amortization of $8,709 and $7,814
 
10,559

 
11,440

Deferred tax assets
 
1,954

 
1,729

Prepaid expenses and other assets
 
49,944

 
46,781

Total assets
 
$
3,791,011

 
$
3,619,157

Liabilities, Noncontrolling Interests and Equity
 
 
 
 
Liabilities:
 
 
 
 
Mortgages payable, net of discount
 
$
1,855,014

 
$
1,705,778

Accounts payable and accrued expenses
 
251,412

 
224,505

Preferred stock redemption liability
 

 
90,384

Distributions payable
 

 
104

Deferred tax liabilities
 
46,137

 
46,137

Total liabilities
 
2,152,563

 
2,066,908

Commitments and contingencies
 
 
 
 
Noncontrolling interests in SHR’s operating partnership
 
9,865

 
10,500

Equity:
 
 
 
 
SHR’s shareholders’ equity:
 
 
 
 
Common stock ($0.01 par value per share; 350,000,000 shares of common stock authorized; 275,313,504 and 267,435,799 shares of common stock issued and outstanding)
 
2,753

 
2,674

Additional paid-in capital
 
2,449,084

 
2,348,284

Accumulated deficit
 
(874,658
)
 
(890,469
)
Accumulated other comprehensive loss
 
(10,054
)
 
(13,032
)
Total SHR’s shareholders’ equity
 
1,567,125

 
1,447,457

Noncontrolling interests in consolidated affiliates
 
61,458

 
94,292

Total equity
 
1,628,583

 
1,541,749

Total liabilities, noncontrolling interests and equity
 
$
3,791,011

 
$
3,619,157







Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Financial Highlights
Supplemental Financial Data
(in thousands, except per share information)
 
 
 
March 31, 2015
 
 
Pro Rata Share
 
Consolidated
Capitalization
 
 
 
 
Shares of common stock outstanding
 
275,314

 
275,314

Operating partnership units outstanding
 
794

 
794

Restricted stock units outstanding
 
1,418

 
1,418

Combined shares and units outstanding
 
277,526

 
277,526

Common stock price at end of period
 
$
12.43

 
$
12.43

Common equity capitalization
 
$
3,449,648

 
$
3,449,648

Consolidated debt
 
1,856,036

 
1,856,036

Pro rata share of consolidated debt
 
(151,746
)
 

Cash and cash equivalents
 
(240,156
)
 
(240,156
)
Total enterprise value
 
$
4,913,782

 
$
5,065,528

Net Debt / Total Enterprise Value
 
29.8
%
 
31.9
%
Common Equity / Total Enterprise Value
 
70.2
%
 
68.1
%

































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

Discontinued Operations
The results of operations of hotels sold prior to January 1, 2015 are classified as discontinued operations and segregated in the consolidated statements of operations for all periods presented. Subsequent to January 1, 2015, only disposals that represent a strategic shift that has a major effect on the Company's results of operations would qualify as discontinued operations. The following hotels were sold during the nine months ended March 31, 2014:
 
Hotel
 
Location
 
Date Sold
 
Sales Proceeds
 
Gain on sale
Four Seasons Punta Mita Resort and La Solana land parcel
 
Punta Mita, Mexico
 
February 28, 2014
 
$
206,867,000

 
$
63,879,000

Marriott London Grosvenor Square
 
London, England
 
March 31, 2014
 
$
209,407,000

(a)
$
92,889,000


(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 $97,257,000.
The following is a summary of income from discontinued operations for the three months ended March 31, 2014 (in thousands):
 
 
 
Three Months Ended March 31, 2014
Hotel operating revenues
 
$
17,767

Operating costs and expenses
 
11,485

Depreciation and amortization
 
1,275

Total operating costs and expenses
 
12,760

Operating income
 
5,007

Interest expense
 
(1,326
)
Interest income
 
2

Loss on early extinguishment of debt
 
(272
)
Foreign currency exchange gain
 
32

Income tax expense
 
(833
)
Gain on sale, net of tax
 
155,825

Income from discontinued operations
 
$
158,435







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 March 31, 2014
 
 
Hotel del
Coronado
 
Fairmont Scottsdale
Princess
 
Total
Total revenues (100%)
 
$
34,042

 
$
35,006

 
$
69,048

Property EBITDA (100%)
 
$
9,559

 
$
13,191

 
$
22,750

Equity in (losses) earnings of unconsolidated affiliates (SHR ownership)
 
 
 
 
 
Property EBITDA
 
$
3,351

 
$
6,595

 
$
9,946

Depreciation and amortization
 
(1,955
)
 
(1,551
)
 
(3,506
)
Interest expense
 
(1,900
)
 
(168
)
 
(2,068
)
Other expenses, net
 
(4
)
 
(30
)
 
(34
)
Income taxes
 
230

 

 
230

Equity in (losses) earnings of unconsolidated affiliates
 
$
(278
)
 
$
4,846

 
$
4,568

EBITDA Contribution:
 
 
 
 
 
 
Equity in (losses) earnings of unconsolidated affiliates
 
$
(278
)
 
$
4,846

 
$
4,568

Depreciation and amortization
 
1,955

 
1,551

 
3,506

Interest expense
 
1,900

 
168

 
2,068

Income taxes
 
(230
)
 

 
(230
)
EBITDA Contribution
 
$
3,347

 
$
6,565

 
$
9,912

FFO Contribution:
 
 
 
 
 
 
Equity in (losses) earnings of unconsolidated affiliates
 
$
(278
)
 
$
4,846

 
$
4,568

Depreciation and amortization
 
1,955

 
1,551

 
3,506

FFO Contribution
 
$
1,677

 
$
6,397

 
$
8,074

 
 
 
 
 
 
 
 
 
 
 
 
 
 





Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Leasehold Information
(in thousands)
 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Marriott Hamburg:
 
 
 
 
Property EBITDA
 
$
1,239

 
$
1,512

Revenue (a)
 
$
1,031

 
$
1,299

 
 
 
 
 
Lease expense
 
(1,034
)
 
(1,258
)
Less: Deferred gain on sale-leaseback
 
(44
)
 
(53
)
Adjusted lease expense
 
(1,078
)
 
(1,311
)
 
 
 
 
 
Comparable EBITDA contribution from leasehold
 
$
(47
)
 
$
(12
)


Security Deposit (b):
 
March 31, 2015
 
December 31, 2014
Marriott Hamburg
 
$
2,039

 
$
2,299


(a)
For the three months ended March 31, 2015 and 2014, 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 Attributable to SHR Common Shareholders to EBITDA and Comparable EBITDA
(in thousands)
 
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Net income attributable to SHR common shareholders
 
$
15,811

 
$
217,158

Depreciation and amortization—continuing operations
 
37,664

 
22,205

Depreciation and amortization—discontinued operations
 

 
1,275

Interest expense—continuing operations
 
22,785

 
18,274

Interest expense—discontinued operations
 

 
1,326

Income taxes—continuing operations
 
219

 
39

Income taxes—discontinued operations
 

 
833

Income taxes—sale of assets
 

 
20,451

Noncontrolling interests
 
37

 
849

Adjustments from consolidated affiliates
 
(3,837
)
 
(3,675
)
Adjustments from unconsolidated affiliates
 

 
5,290

Preferred shareholder dividends
 

 
9,824

EBITDA
 
72,679

 
293,849

Realized portion of deferred gain on sale-leaseback
 
(44
)
 
(53
)
Gain on consolidation of affiliates
 

 
(78,117
)
Gain on sale of assets—discontinued operations
 

 
(176,276
)
Loss on early extinguishment of debt—discontinued operations
 

 
272

Foreign currency exchange loss (gain)—continuing operations (a)
 
116

 
(2
)
Foreign currency exchange gain—discontinued operations (a)
 

 
(32
)
Hotel acquisition costs
 
720

 

Non-cash interest rate derivative activity
 
116

 

Amortization of below market hotel management agreement
 
513

 

Activist shareholder costs
 

 
1,533

Comparable EBITDA
 
$
74,100

 
$
41,174


(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 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 March 31,
 
 
2015
 
2014
Net income attributable to SHR common shareholders
 
$
15,811

 
$
217,158

Depreciation and amortization—continuing operations
 
37,664

 
22,205

Depreciation and amortization—discontinued operations
 

 
1,275

Corporate depreciation
 
(128
)
 
(123
)
Gain on sale of assets, net of tax—discontinued operations
 

 
(155,825
)
Gain on consolidation of affiliates
 

 
(78,117
)
Realized portion of deferred gain on sale-leaseback
 
(44
)
 
(53
)
Noncontrolling interests adjustments
 
(110
)
 
(98
)
Adjustments from consolidated affiliates
 
(2,243
)
 
(1,835
)
Adjustments from unconsolidated affiliates
 

 
3,506

FFO
 
50,950

 
8,093

Redeemable noncontrolling interests
 
147

 
947

FFO—Fully Diluted
 
51,097

 
9,040

Non-cash interest rate derivative activity—continuing operations
 
3,229

 
(2,294
)
Loss on early extinguishment of debt—discontinued operations
 

 
272

Foreign currency exchange loss (gain)—continuing operations (a)
 
116

 
(2
)
Foreign currency exchange gain—discontinued operations (a)
 

 
(32
)
Amortization of debt discount
 
650

 

Amortization of below market hotel management agreement
 
513

 

Hotel acquisition costs
 
720

 

Activist shareholder costs
 

 
1,533

Excess of redemption liability over carrying amount of redeemed preferred stock
 

 
3,709

Comparable FFO
 
$
56,325

 
$
12,226

Comparable FFO per fully diluted share
 
$
0.20

 
$
0.06

Weighted average diluted shares (b)
 
276,930

 
209,583


(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)
 
0.54
%
 
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
Hyatt Regency La Jolla (d)
 
4.50% / 10.00%

 
400 bp / Fixed
 
89,239

 
December 2017
Hotel del Coronado (e)
 
3.83
%
 
365 bp
 
475,000

 
March 2018
Bank credit facility
 
2.18
%
 
200 bp
 

 
April 2019
Four Seasons Washington, D.C.
 
2.43
%
 
225 bp
 
120,000

 
June 2019
JW Marriott Essex House Hotel
 
3.13
%
 
295 bp
 
225,000

 
January 2020
Loews Santa Monica Beach Hotel
 
2.73
%
 
255 bp
 
120,000

 
May 2021
InterContinental Chicago
 
5.61
%
 
Fixed
 
142,085

 
August 2021
Montage Laguna Beach (f)
 
3.90
%
 
Fixed
 
150,000

 
August 2021
InterContinental Miami
 
3.99
%
 
Fixed
 
115,000

 
September 2024
 
 
 
 
 
 
1,856,036

 
 
Unamortized discount (f)
 
 
 
 
 
(1,022
)
 
 
 
 
 
 
 
 
$
1,855,014

 
 

(a)
Spread over LIBOR (0.18% at March 31, 2015). See (d) below for interest on the Hyatt Regency La Jolla loan.
(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 us. 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. In April 2015, we repaid the outstanding balance of this loan.
(d)
Interest on $72,000,000 is payable at an annual rate of LIBOR plus 4.00%, subject to a 0.50% LIBOR floor, and interest on $17,239,000 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 January 29, 2015, we closed on the acquisition of the Montage Laguna Beach resort. In connection with the acquisition, we assumed the outstanding balance of the mortgage loan secured by the Montage Laguna Beach resort. 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.







Debt Summary (Continued)
(dollars in thousands)

Future scheduled debt principal payments (including extension options) are as follows:
Years ending December 31,
 
Amount
2015 (remainder)
 
$
118,439

2016
 
2,031

2017
 
394,123

2018
 
477,299

2019
 
122,433

Thereafter
 
741,711

 
 
1,856,036

Unamortized discount
 
(1,022
)
 
 
$
1,855,014

 
 
 
Percent of fixed rate debt
 
39.1
%
Weighted average interest rate (g)
 
3.98
%
Weighted average maturity of fixed rate debt (debt with maturity of greater than one year)
 
4.66


(g) Excludes the amortization of deferred financing costs.