Strategic Hotels & Resorts Reports Fourth Quarter and Full Year 2009 Results
CHICAGO, Feb. 24 /PRNewswire-FirstCall/ -- Strategic Hotels & Resorts (NYSE: BEE) today reported results for the fourth quarter and year ended December 31, 2009.
Fourth Quarter Recap
- Comparable funds from operations (Comparable FFO) was a loss of $0.05 per diluted share compared with income of $0.16 per diluted share in the prior year.
- Quarterly Comparable EBITDA was $32.5 million compared with $48.7 million in the prior year.
- North American total revenue per available room (Total RevPAR) decreased 15.2 percent and revenue per available room (RevPAR) decreased 13.9 percent driven by a 1.5 percentage point decrease in occupancy and an 11.8 percent decrease in average daily rate (ADR). Non-rooms revenue declined by 16.8 percent.
- European Total RevPAR increased 6.2 percent (4.5 percent decrease in constant dollars) and RevPAR increased 10.0 percent (2.7 percent decrease in constant dollars).
- North American gross operating profit (GOP) and EBITDA margins contracted 420 basis points and 550 basis points, respectively. North American EBITDA per room declined 36.8 percent.
Full Year 2009 Recap
- Comparable FFO was a loss of $0.30 per diluted share compared with income of $1.22 per diluted share in the prior year.
- Comparable EBITDA was $120.0 million compared with $234.2 million in the prior year.
- North American Total RevPAR decreased 22.0 percent and RevPAR decreased 22.9 percent driven by a 5.9 percentage point decrease in occupancy and a 15.9 percent decrease in ADR. Non-rooms revenue declined by 21.2 percent.
- European Total RevPAR decreased 19.7 percent (12.3 percent decrease in constant dollars) and RevPAR decreased 18.9 percent (11.2 percent decrease in constant dollars).
- North American GOP margins and EBITDA margins contracted 610 basis points and 710 basis points, respectively. North American EBITDA per room declined 44.8 percent.
Chief Executive Officer Laurence Geller remarked, "GDP growth, which was 5.7 percent in the fourth quarter, has historically driven demand in our industry. This suggests we may have reached the bottom of the current lodging cycle and, along with a recent pickup in short-term group bookings and improving corporate and leisure demand, indicate the potential for a positive second half of 2010.
"More specifically, meeting planners report being more optimistic about the outlook for the economy, and our hotels are reporting increased site visits, which will, at some point, likely translate into bookings. While visibility in the key group segment remains weak we are seeing some evidence of improvement as the rate of our cancellations and attritions are abating."
Financial Results
The company reported fourth quarter 2009 financial results as follows:
- Net loss attributable to common shareholders was $72.2 million, or $0.96 per diluted share, compared with a net loss attributable to common shareholders of $285.1 million, or $3.79 per diluted share, in the fourth quarter of 2008.
- Comparable EBITDA was $32.5 million compared with $48.7 million in the fourth quarter of 2008.
- FFO was a loss of $55.3 million, or $0.73 per diluted share, compared with a loss of $256.8 million or $3.37 per diluted share, in the fourth quarter of 2008. Comparable FFO was a loss of $3.7 million, or $0.05 per diluted share, compared with income of $11.9 million, or $0.16 per diluted share, in the fourth quarter of 2008.
The company reported full year 2009 financial results as follows:
- Net loss attributable to common shareholders was $274.8 million, or $3.65 per diluted share, compared with net loss attributable to common shareholders of $348.2 million, or $4.63 per diluted share, in the prior year.
- Comparable EBITDA was $120.0 million compared with $234.2 million in the prior year.
- FFO was a loss of $155.8 million, or $2.07 per diluted share, compared with a loss of $269.0 million, or $3.53 per diluted share, in the prior year. Comparable FFO for the year was a loss of $22.8 million, or $0.30 per diluted share, compared with income of $93.1 million, or $1.22 per diluted share, in the prior year.
Impairment Losses and Other Charges
Fourth quarter 2009 results include impairment and other charges totaling $49.8 million. Full year 2009 results include impairment charges totaling $130.8 million, of which $30.8 million has been reclassified in discontinued operations. These charges include an impairment charge to goodwill and long lived assets of $72.7 million, a $26.5 million write-down of the company's joint venture investment in the Hotel del Coronado and a $27.7 million write-down of development opportunities in Mexico. These one-time charges have been excluded from Comparable EBITDA, FFO and FFO per share metrics.
Asset Sales and Other Transactions
During the fourth quarter, the company closed on the sale of the Renaissance Le Parc hotel in Paris for a purchase price of euro 35.5 million (approximately $51.5 million) and the Four Seasons Mexico City for $54.0 million. Proceeds from the sales were used to enhance corporate liquidity.
Mr. Geller commented, "As part of our planned balance sheet and liquidity strategies, during the fourth quarter of 2009 we completed two strategically important assets dispositions with the sales of our Renaissance Le Parc hotel in Paris and our Four Seasons in Mexico City. These transactions, in an exceptionally difficult environment, represent a tremendous execution on the part of our team and provide an indication of the underlying desirability of high-end hotels. Gross proceeds from the sales totaled over $100 million and will be used to supplement our corporate liquidity."
During the third quarter, the company entered into a joint venture agreement on its 60-acre ocean front land parcel near the Four Seasons Punta Mita Resort in Nayarit, Mexico. Under the terms of the agreement, the company was released from its final installment payment of $17.5 million, which was due in August 2009, and will receive a preferred position on any future distributions from the partnership.
During the first quarter of 2009, the company completed an amendment to its bank credit facility which reduced the facility's total size to $400.0 million, increased pricing to LIBOR plus 375 basis points and pledged security interests in previously unsecured hotel properties. In return, the company negotiated a reduction of the minimum corporate fixed charge coverage ratio to 0.9 times and an increase in maximum corporate leverage to 80%.
Subsequent Event
Last week, the company entered into an amendment with Aareal Bank AG on the euro 104.0 million non-recourse loan securing the InterContinental Prague hotel. Under the terms of the amendment, the loan remains non-recourse and the loan maturity is extended by three years from its initial maturity of March 2012 to March 2015. During the remainder of the initial term, scheduled principal amortization is removed and the financial performance covenants are effectively waived.
Board of Directors
During the third quarter, the company announced the appointment of new independent directors Raymond Gellein, former President of Starwood Hotels & Resorts' Global Development Group, and Eugene Reilly, President of AMB Property Corporation's Americas division.
2010 Guidance
The company is not providing guidance for 2010 at this time as the current market environment provides insufficient visibility into future operating performance. Certain items should however be considered in 2010 including:
- Interest expense of approximately $100.0 million, including amortization of deferred financing costs and the amortization of the loan discount on $180 million of exchangeable notes;
- Corporate expenses of $22.0 million to $23.0 million; and
- Accrual of unpaid preferred dividends that will reduce income available to common shareholders and Comparable FFO by approximately $7.7 million per quarter.
Earnings Call
The company will conduct its fourth quarter 2009 conference call for investors and other interested parties on Thursday, February 25, 2010 at 10:00 a.m. Eastern Time (ET). Interested individuals are invited to listen to the call by telephone at 888-713-4214 (toll international: 617-213-4866) with pass code 19383803. To participate on the web cast, log on to http://www.strategichotels.com or https://www.theconferencingservice.com/prereg/key.process?key=PEN97CJHG 15 minutes before the call to download the necessary software. For those unable to listen to the call live, a taped rebroadcast will be available beginning at 1:00 p.m. ET on February 25, 2010, through 11:59 p.m. ET on March 4, 2010. To access the replay, dial 888-286-8010 (toll international: 617-801-6888) and request replay pin number 63682746. A replay of the call will also be available on the Internet at http://www.strategichotels.com or http://www.earnings.com for 30 days after the call.
The company also produces supplemental financial data that includes detailed information regarding its operating results. This supplemental data is considered an integral part of this earnings release. These materials are available on the Strategic Hotels & Resorts website at www.strategichotels.com within the fourth quarter information section.
Portfolio Definitions
North American hotel comparisons for the fourth quarter 2009 and twelve month period are derived from the company's hotel portfolio at December 31, 2009, consisting of properties in which operations are included in the consolidated results of the company.
European hotel comparisons for the fourth quarter 2009 and twelve month period are derived from the company's European owned and leased hotel properties at December 31, 2009, consisting of the Marriott London Grosvenor Square, the Paris Marriott Champs-Elysees, the Marriott Hamburg, and the InterContinental Prague.
About the Company
Strategic Hotels & Resorts, Inc. is a real estate investment trust (REIT) which owns and provides value-enhancing asset management of high-end hotels and resorts in the United States, Mexico and Europe. The company currently has ownership interests in 17 properties with an aggregate of 8,002 rooms. For a list of current properties and for further information, please visit the company's website at http://www.strategichotels.com.
This press release contains forward-looking statements about Strategic Hotels & Resorts (the "Company"). Except for historical information, the matters discussed in this press release are forward-looking statements subject to certain risks and uncertainties. Actual results could differ materially from the Company's projections. Factors that may contribute to these differences include, but are not limited to the following: demand for hotel rooms in our current and proposed market areas; availability of capital; ability to obtain or refinance debt or comply with covenants contained in our debt facilities; rising interest rates and operating costs; rising insurance premiums; cash available for capital expenditures; competition; economic conditions generally and in the real estate market specifically, including further deterioration of the current global economic downturn and the extent of its effect on business and leisure travel and the lodging industry; ability to dispose of existing properties in a manner consistent with our disposition strategy; delays and cost overruns in construction and development; demand for hotel condominiums; marketing challenges associated with entering new lines of business; risks related to natural disasters; the effect of threats of terrorism and increased security precautions on travel patterns and hotel bookings; the outbreak of hostilities and international political instability; legislative or regulatory changes, including changes to laws governing the taxation of REITs; and changes in generally accepted accounting principles, policies and guidelines applicable to REITs.
Additional risks are discussed in the Company's filings with the Securities and Exchange Commission, including those appearing under the heading "Item 1A. Risk Factors" in the Company's most recent Form 10-K and subsequent Form 10-Qs. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The forward-looking statements are made as of the date of this press release, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Consolidated Statements of Operations (in thousands, except per share data) Three Months Ended Years Ended December 31, December 31, ------------ ------------ 2009 2008 2009 2008 ---- ---- ---- ---- Revenues: Rooms $99,759 $111,168 $393,206 $507,383 Food and beverage 63,146 77,366 230,630 310,939 Other hotel operating revenue 23,593 25,681 95,105 104,680 ------ ------ ------ ------- 186,498 214,215 718,941 923,002 Lease revenue 1,345 1,170 4,858 5,387 ----- ----- ----- ----- Total revenues 187,843 215,385 723,799 928,389 ------- ------- ------- ------- Operating Costs and Expenses: Rooms 27,910 29,214 110,631 126,804 Food and beverage 45,672 52,629 170,503 215,683 Other departmental expenses 54,117 58,963 210,044 238,258 Management fees 6,736 7,205 26,593 35,920 Other hotel expenses 14,253 14,637 53,613 58,423 Lease expense 4,491 3,926 16,971 17,489 Depreciation and amortization 36,171 30,789 139,243 116,538 Impairment losses and other charges 49,795 231,806 100,009 328,485 Corporate expenses 4,778 5,309 25,703 26,369 ----- ----- ------ ------ Total operating costs and expenses 243,923 434,478 853,310 1,163,969 ------- ------- ------- --------- Operating loss (56,080) (219,093) (129,511) (235,580) Interest expense (25,393) (21,891) (102,521) (89,445) Interest income 27 315 738 1,796 Loss on early extinguishment of debt - - (883) - Equity in (losses) earnings of joint ventures (426) (360) 1,718 2,810 Foreign currency exchange loss (1,789) (5,187) (2,119) (1,113) Other expenses, net (777) (196) (609) (690) ---- ---- ---- ---- Loss before income taxes, distributions in excess of noncontrolling interest capital, loss on sale of noncontrolling interests in hotel properties and discontinued operations (84,438) (246,412) (233,187) (322,222) Income tax expense (2,086) (3,267) (3,929) (10,560) Distributions in excess of noncontrolling interest capital - - - (2,499) --- --- --- ------ Loss before loss on sale of noncontrolling interests in hotel properties and discontinued operations (86,524) (249,679) (237,116) (335,281) Loss on sale of noncontrolling interests in hotel properties - - - (46) --- --- --- --- Loss from continuing operations (86,524) (249,679) (237,116) (335,327) Income (loss) from discontinued operations, net of tax 20,826 (30,277) (9,317) 17,841 ------ ------- ------ ------ Net loss (65,698) (279,956) (246,433) (317,486) Net loss attributable to the noncontrolling interests in SHR's operating partnership 832 3,578 3,129 4,065 Net loss (income) attributable to the noncontrolling interests in consolidated affiliates 403 (983) (641) (3,870) --- ---- ---- ------ Net loss attributable to SHR (64,463) (277,361) (243,945) (317,291) Preferred shareholder dividends (7,722) (7,722) (30,886) (30,886) ------ ------ ------- ------- Net loss attributable to SHR common shareholders $(72,185) $(285,083) $(274,831) $(348,177) ======== ========= ========= ========= Basic and Diluted Loss Per Share: Loss from continuing operations attributable to SHR common shareholders $(1.23) $(3.40) $(3.53) $(4.86) Income (loss) from discontinued operations attributable to SHR 0.27 (0.39) (0.12) 0.23 ---- ----- ----- ---- Net loss attributable to SHR common shareholders $(0.96) $(3.79) $(3.65) $(4.63) ====== ====== ====== ====== Weighted average common shares outstanding 75,426 75,146 75,267 75,140 ====== ====== ====== ====== Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Consolidated Balance Sheets (in thousands, except share data) December 31, 2009 2008 ---- ---- Assets Investment in hotel properties, net $2,162,584 $2,383,860 Goodwill 75,758 120,329 Intangible assets, net of accumulated amortization of $4,400 and $3,096 34,046 32,277 Investment in joint ventures 46,745 82,122 Cash and cash equivalents 116,310 80,954 Restricted cash and cash equivalents 22,829 37,358 Accounts receivable, net of allowance for doubtful accounts of $2,657 and $2,203 54,524 70,945 Deferred financing costs, net of accumulated amortization of $12,543 and $6,655 11,225 10,375 Deferred tax assets 34,244 38,260 Other assets 39,878 52,687 ------ ------ Total assets $2,598,143 $2,909,167 ========== ========== Liabilities and Equity Liabilities: Mortgages and other debt payable $1,300,745 $1,301,535 Exchangeable senior notes, net of discount 169,452 165,155 Bank credit facility 178,000 206,000 Accounts payable and accrued expenses 236,269 281,918 Deferred tax liabilities 16,940 34,236 Deferred gain on sale of hotels 101,852 104,251 ------- ------- Total liabilities 2,003,258 2,093,095 Noncontrolling interests in SHR's operating partnership 2,717 5,330 Equity: SHR's shareholders' equity: 8.50% Series A Cumulative Redeemable Preferred Stock ($0.01 par value; 4,488,750 shares issued and outstanding; liquidation preference $25.00 per share) 108,206 108,206 8.25% Series B Cumulative Redeemable Preferred Stock ($0.01 par value; 4,600,000 shares issued and outstanding; liquidation preference $25.00 per share) 110,775 110,775 8.25% Series C Cumulative Redeemable Preferred Stock ($0.01 par value; 5,750,000 shares issued and outstanding; liquidation preference $25.00 per share) 138,940 138,940 Common shares ($0.01 par value; 150,000,000 common shares authorized; 75,253,252 and 74,410,012 common shares issued and outstanding) 752 744 Additional paid-in capital 1,233,856 1,228,774 Accumulated deficit (954,208) (710,263) Accumulated other comprehensive loss (69,341) (93,637) ------- ------- Total SHR's shareholders' equity 568,980 783,539 Noncontrolling interests in consolidated affiliates 23,188 27,203 ------ ------ Total equity 592,168 810,742 ------- ------- Total liabilities and equity $2,598,143 $2,909,167 ========== ========== Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) FINANCIAL HIGHLIGHTS Supplemental Financial Data (in thousands, except per share information) December 31, 2009 ----------------- Pro Rata Share Consolidated -------------- ------------ Capitalization -------------- Common shares outstanding 75,253 75,253 Operating partnership units outstanding 955 955 Stock options outstanding 885 885 Restricted stock units outstanding 862 862 --- --- Combined shares, options and units outstanding 77,955 77,955 Common stock price at end of period $1.86 $1.86 ----- ----- Common equity capitalization $144,996 $144,996 Preferred equity capitalization (at $25.00 face value) 370,236 370,236 Consolidated debt (excludes discount on exchangeable senior notes) 1,658,745 1,658,745 Pro rata share of unconsolidated debt 282,825 - Pro rata share of consolidated debt (107,065) - Cash and cash equivalents (116,310) (116,310) -------- -------- Total enterprise value $2,233,427 $2,057,667 ========== ========== Net Debt / Total Enterprise Value 76.9% 75.0% Preferred Equity / Total Enterprise Value 16.6% 18.0% Common Equity / Total Enterprise Value 6.5% 7.0% 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 2009 and 2008 (in thousands): Hotel Date Sold Net Sales Proceeds ----- --------- ------------------ Renaissance Paris Hotel Le Parc Trocadero December 21, 2009 $50,275 Four Seasons Mexico City October 29, 2009 $52,156 Hyatt Regency Phoenix July 2, 2008 $89,581 The following is a summary of income (loss) from discontinued operations for the three months and years ended December 31, 2009 and 2008 (in thousands): Three Months Ended Years Ended December 31, December 31, ------------ ------------ 2009 2008 2009 2008 ---- ---- ---- ---- Hotel operating revenues $7,643 $13,026 $31,892 $70,808 ------ ------- ------- ------- Operating costs and expenses 4,231 8,154 24,687 50,554 Depreciation and amortization 413 1,521 5,019 7,079 Impairment losses - 33,335 30,795 33,335 --- ------ ------ ------ Total operating costs and expenses 4,644 43,010 60,501 90,968 ----- ------ ------ ------ Operating income (loss) 2,999 (29,984) (28,609) (20,160) Interest income - 2 3 19 Foreign currency exchange gain 39 291 82 299 Other expenses, net (82) - (82) (257) Income tax (expense) benefit (294) (406) 1,125 458 Gain (loss) on sale of assets 18,164 (180) 18,164 37,482 ------ ---- ------ ------ Income (loss) from discontinued operations $20,826 $(30,277) $(9,317) $17,841 ======= ======== ======= ======= Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Investment in the Hotel del Coronado (in thousands) On January 9, 2006, we purchased a 45% interest in the joint venture that owns the Hotel del Coronado. We account for this investment using the equity method of accounting. Three Months Ended Years Ended December 31, December 31, -------------- -------------- 2009 2008 2009 2008 ---- ---- ---- ---- Total revenues (100%) $19,676 $32,484 $116,297 $150,808 Property EBITDA (100%) $5,767 $11,148 $37,988 $56,846 Equity in (losses) earnings of joint venture (SHR 45% ownership) Property EBITDA $2,595 $5,017 $17,095 $25,581 Depreciation and amortization (1,973) (1,884) (7,736) (7,379) Interest expense (1,874) (3,710) (7,799) (15,204) Other expenses, net (120) (1,240) (353) (1,378) Income taxes 469 108 (82) (284) --- --- --- ---- Equity in (losses) earnings of joint venture $(903) $(1,709) $1,125 $1,336 ===== ======= ====== ====== EBITDA Contribution from investment in Hotel del Coronado Equity in (losses) earnings of joint venture $(903) $(1,709) $1,125 $1,336 Depreciation and amortization 1,973 1,884 7,736 7,379 Interest expense 1,874 3,710 7,799 15,204 Income taxes (469) (108) 82 284 ---- ---- -- --- EBITDA Contribution for investment in Hotel del Coronado $2,475 $3,777 $16,742 $24,203 ====== ====== ======= ======= FFO Contribution from investment in Hotel del Coronado Equity in (losses) earnings of joint venture $(903) $(1,709) $1,125 $1,336 Depreciation and amortization 1,973 1,884 7,736 7,379 ----- ----- ----- ----- FFO Contribution for investment in Hotel del Coronado $1,070 $175 $8,861 $8,715 ====== ==== ====== ====== Spread Interest over Loan Debt Rate LIBOR Amount Maturity ---- ---------- ----- ------ --------- CMBS Mortgage and Mezzanine 2.31% 208 bp $610,000 January 2011 (a) Revolving Credit Facility 2.73% 250 bp 18,500 January 2011 (a) ------ 628,500 Cash and cash equivalents (12,009) ------- Net Debt $616,491 ======== (a) Includes extension options. LIBOR Effective Cap Notional Cap Date Rate Amount Maturity --- ------ ------ --------- -------- CMBS Mortgage and Mezzanine Loan January 2010 2.0% $630,000 January 2011 and Revolving Credit Facility Cap Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Leasehold Information (in thousands) Three Months Ended Years Ended December 31, December 31, -------------- -------------- 2009 2008 2009 2008 ---- ---- ---- ---- Paris Marriott Champs Elysees: Property EBITDA $4,368 $3,874 $17,739 $21,248 Revenue (a) $4,368 $3,874 $17,739 $21,248 Lease Expense (3,236) (2,831) (12,219) (12,536) Less: Deferred Gain on Sale Leaseback (1,237) (1,091) (4,685) (4,933) ------ ------ ------ ------ Adjusted Lease Expense (4,473) (3,922) (16,904) (17,469) ----- ---- ---- ------ EBITDA Contribution from Leasehold $(105) $(48) $835 $3,779 ===== ==== ==== ====== Marriott Hamburg: Property EBITDA $1,567 $1,406 $5,847 $6,247 Revenue (a) $1,345 $1,170 $4,858 $5,387 Lease Expense (1,255) (1,095) (4,752) (4,953) Less: Deferred Gain on Sale Leaseback (58) (50) (217) (228) --- --- ---- ---- Adjusted Lease Expense (1,313) (1,145) (4,969) (5,181) ------ ------ ------ ----- EBITDA Contribution from Leasehold $32 $25 $(111) $206 === === ===== ==== Total Leaseholds: Property EBITDA $5,935 $5,280 $23,586 $27,495 Revenue (a) $5,713 $5,044 $22,597 $26,635 Lease Expense (4,491) (3,926) (16,971) (17,489) Less: Deferred Gain on Sale Leaseback (1,295) (1,141) (4,902) (5,161) ------ ------ ------ ------ Adjusted Lease Expense (5,786) (5,067) (21,873) (22,650) ------ ------ ------- ------- EBITDA Contribution from Leasehold $(73) $(23) $724 $3,985 ==== ==== ==== ====== December 31, ------------ Security Deposits (b): 2009 2008 ---- ---- Paris Marriott Champs Elysees $10,720 $15,507 Marriott Hamburg 7,158 6,984 ----- ----- Total $17,878 $22,491 ======= ======= (a) For the three months and years ended December 31, 2009 and 2008, Revenue for the Paris Marriott Champs Elysees represents Property EBITDA. For the three months and years ended December 31, 2009 and 2008, Revenue for the Marriott Hamburg represents lease revenue. (b) The security deposits are recorded in other assets on the consolidated balance sheets. Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Non-GAAP Financial Measures In addition to REIT hotel income, five other non-GAAP financial measures are presented for the Company 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. A reconciliation of these measures to net loss attributable to SHR common shareholders, the most directly comparable GAAP measure, is set forth in the following tables. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which 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 plus real estate-related depreciation and amortization, and after adjustments for our portion of these items related to unconsolidated partnerships and joint ventures. We also present FFO - Fully Diluted, which is FFO plus income or loss on income attributable to convertible noncontrolling interests. 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, foreign currency exchange gains or losses and other non-recurring charges. We believe that the presentation of FFO, FFO - Fully Diluted and Comparable FFO provide 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. Comparable FFO per diluted share, in accordance with NAREIT, is adjusted for the effects of dilutive securities. Dilutive securities may include shares granted under share-based compensation plans, operating partnership units and exchangeable debt securities. No effect is shown for securities that are anti-dilutive. EBITDA represents net 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; and (iii) depreciation and amortization. EBITDA also excludes interest expense, income taxes and depreciation and amortization of our equity method investments. EBITDA is presented on a full participation basis, which means we have assumed conversion of all convertible noncontrolling interests of our operating partnership into our common stock and includes preferred dividends. We believe this treatment of noncontrolling interests provides more 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 other non-recurring charges. 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 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 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 loss attributable to SHR common shareholders. In addition, you should be aware that adverse economic and market conditions might negatively impact our cash flow. Below, 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 loss attributable to SHR common shareholders, and provide an explanatory description by footnote of the items excluded from FFO, FFO - Fully Diluted, and EBITDA. Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Reconciliation of Net Loss Attributable to SHR Common Shareholders to EBITDA and Comparable EBITDA (in thousands) Three Months Ended Years Ended December 31, December 31, ------------ ------------ 2009 2008 2009 2008 ---- ---- ---- ---- Net loss attributable to SHR common shareholders $(72,185) $(285,083) $(274,831) $(348,177) Depreciation and amortization - continuing operations 36,171 30,789 139,243 116,538 Depreciation and amortization - discontinued operations 413 1,521 5,019 7,079 Interest expense - continuing operations 25,393 21,891 102,521 89,445 Income taxes - continuing operations 2,086 3,267 3,929 10,560 Income taxes - discontinued operations 294 406 (1,125) (458) Noncontrolling interests (832) (3,578) (3,129) (4,065) Adjustments from consolidated affiliates (a) (2,647) (2,096) (9,460) (8,354) Adjustments from unconsolidated affiliates 3,498 5,276 15,934 22,985 Preferred shareholder dividends 7,722 7,722 30,886 30,886 ----- ----- ------ ------ EBITDA (87) (219,885) 8,987 (83,561) Realized portion of deferred gain on sale leasebacks (1,295) (1,141) (4,902) (5,161) Loss (gain) on sale of assets - continuing operations 472 (4) 477 (151) (Gain) loss on sale of assets - discontinued operations (18,164) 180 (18,164) (37,482) Loss on sale of noncontrolling interests in hotel properties - - - 46 Impairment losses and other charges - continuing operations 49,795 231,806 100,009 328,485 Impairment losses and other charges - discontinued operations - 33,335 30,795 33,335 Impairment losses and other charges - adjustments from consolidated affiliates - - (169) - Foreign currency exchange loss - continuing operations (b) 1,789 5,187 2,119 1,113 Foreign currency exchange gain - discontinued operations (b) (39) (291) (82) (299) Hyatt Regency La Jolla noncontrolling interest (a) - (530) - (4,593) Distributions in excess of noncontrolling interest capital - - - 2,499 Loss on early extinguishment of debt - - 883 - --- --- --- --- Comparable EBITDA $32,471 $48,657 $119,953 $234,231 ======= ======= ======== ======== (a) The noncontrolling interest partner's share of the Hyatt Regency La Jolla's property EBITDA is not deducted from net loss attributable to SHR common shareholders under GAAP accounting rules for the three months and year ended December 31, 2008. Under new accounting rules effective January 1, 2009, the noncontrolling interest partner's share of the Hyatt Regency La Jolla's property EBITDA is included in adjustments from consolidated affiliates for the three months and year ended December 31, 2009. (b) Foreign currency exchange gains or losses applicable to third-party and inter-company debt and certain balance sheet items held by foreign subsidiaries. Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Reconciliation of Net 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 Years Ended December 31, December 31, ------------ ------------ 2009 2008 2009 2008 ---- ---- ---- ---- Net loss attributable to SHR common shareholders $(72,185) $(285,083) $(274,831) $(348,177) Depreciation and amortization - continuing operations 36,171 30,789 139,243 116,538 Depreciation and amortization - discontinued operations 413 1,521 5,019 7,079 Corporate depreciation (304) (305) (1,217) (1,201) Loss (gain) on sale of assets - continuing operations 472 (4) 477 (151) (Gain) loss on sale of assets - discontinued operations (18,164) 180 (18,164) (37,482) Loss on sale of noncontrolling interests in hotel properties - - - 46 Realized portion of deferred gain on sale leasebacks (1,295) (1,141) (4,902) (5,161) Deferred tax expense on realized portion of deferred gain on sale leasebacks 386 333 1,462 1,530 Noncontrolling interests adjustments (488) (437) (1,928) (1,677) Adjustments from consolidated affiliates (a) (1,971) (1,372) (7,619) (5,376) Adjustments from unconsolidated affiliates 2,005 1,884 7,864 7,379 ----- ----- ----- ----- FFO (54,960) (253,635) (154,596) (266,653) Convertible noncontrolling interests (344) (3,141) (1,201) (2,388) ---- ------ ------ ------ FFO - Fully Diluted (55,304) (256,776) (155,797) (269,041) Impairment losses and other charges - continuing operations 49,795 231,806 100,009 328,485 Impairment losses and other charges - discontinued operations - 33,335 30,795 33,335 Impairment losses and other charges - adjustments from consolidated affiliates - - (169) - Foreign currency exchange loss, net of tax (b) - continuing operations 1,810 3,847 1,574 738 Foreign currency exchange gain (b) - discontinued operations (39) (291) (82) (299) Hyatt Regency La Jolla noncontrolling interest (a) - (61) - (2,620) Distributions in excess of noncontrolling interest capital - - - 2,499 Loss on early extinguishment of debt - - 883 - --- --- --- --- Comparable FFO $(3,738) $11,860 $(22,787) $93,097 ======= ======= ======== ======= Comparable FFO per diluted share $(0.05) $0.16 $(0.30) $1.22 ====== ===== ====== ===== Weighted average diluted shares 75,426 76,122 75,267 76,192 ====== ====== ====== ====== (a) The noncontrolling interest partner's share of the Hyatt Regency La Jolla's property FFO is not deducted from net loss attributable to SHR common shareholders under GAAP accounting rules for the three months and year ended December 31, 2008. Under new accounting rules effective January 1, 2009, the noncontrolling interest partner's share of the Hyatt Regency La Jolla's property EBITDA is included in adjustments from consolidated affiliates for the three months and year ended December 31, 2009. (b) Foreign currency exchange gains or losses applicable to third-party and inter-company debt and certain balance sheet items held by foreign Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR) Debt Summary (dollars in thousands) Loan Debt Interest Rate Spread (a) Amount Maturity (b) ---- -------------- ---------- ------ ------------- Bank credit facility 3.98% 375 bp $178,000 March 2011 Westin St. Francis 0.93% 70 bp 220,000 August 2011 Fairmont Scottsdale 0.79% 56 bp 180,000 September 2011 InterContinental Chicago 1.29% 106 bp 121,000 October 2011 InterContinental Miami 0.96% 73 bp 90,000 October 2011 Loews Santa Monica Beach Hotel 0.86% 63 bp 118,250 March 2012 Ritz-Carlton Half Moon Bay 0.90% 67 bp 76,500 March 2012 InterContinental Prague (c) 1.90% 120 bp (c) 148,886 March 2012 Exchangeable senior notes, net of discount (d) 3.50% Fixed 169,452 April 2012 Fairmont Chicago 0.93% 70 bp 123,750 April 2012 Hyatt Regency La Jolla 1.23% 100 bp 97,500 September 2012 Marriott London Grosvenor Square (e) 1.71% 110 bp (e) 124,859 October 2013 ------- $1,648,197 ========== (a) Spread over LIBOR (0.23% at December 31, 2009). (b) Includes extension options, excluding the conditional one-year extension option on the bank credit facility. (c) Principal balance of euro 104,000,000 at December 31, 2009. Spread over three-month EURIBOR (0.70% at December 31, 2009). (d) Reflects the cash coupon. (e) Principal balance of 77,250,000 pounds Sterling at December 31, 2009. Spread over three-month GBP LIBOR (0.61% at December 31, 2009). U.S. Interest Rate Swaps Fixed Pay Rate Notional Swap Effective Date Against LIBOR Amount Maturity ------------------- ------------- ------ -------- April 2005 4.59% $75,000 April 2012 June 2005 4.12% 50,000 June 2012 June 2006 5.50% 75,000 June 2013 August 2006 5.42% 100,000 August 2013 March 2007 4.84% 100,000 July 2012 March 2009 0.90% 75,000 April 2010 March 2009 1.12% 50,000 December 2010 March 2009 1.38% 50,000 August 2011 March 2009 1.02% 50,000 December 2010 March 2009 1.04% 100,000 February 2011 March 2009 1.22% 50,000 August 2011 September 2009 4.90% 100,000 September 2014 December 2009 4.96% 100,000 December 2014 ---- ------- 3.47% $975,000 ==== ======== European Interest Rate Swap Fixed Pay Rate Against Notional Swap Effective Date GBP LIBOR (f) Amount Maturity ------------------- ------------- ------ -------- October 2007 3.22% - 5.72% 77,250 pounds October 2013 Fixed Pay Rate Against Notional Swap Effective Date EURIBOR Amount Maturity ------------------- --------------- ------ -------- September 2008 4.53% euro 104,000 March 2012 Forward-Starting Interest Rate Swaps Fixed Pay Rate Against Notional Swap Effective Date LIBOR Amount Maturity ------------------- ------------- ------ -------- April 2010 5.42% 75,000 April 2015 December 2010 5.23% 100,000 December 2015 February 2011 5.27% 100,000 February 2016 ------- $275,000 ======== At December 31, 2009, future scheduled debt principal payments (including non-conditional extension options) are as follows: Years ending December 31, Amount ------------------------- ------ 2010 $7,796 2011 796,796 2012 739,282 2013 114,871 2014 - Thereafter - - 1,658,745 Less discount on exchangeable senior notes (10,548) ------- Total $1,648,197 ========== Percent of fixed rate debt including U.S. and European swaps 86.0% Weighted average interest rate including U.S. and European swaps (g) 4.15% Weighted average maturity of fixed rate debt (debt with maturity of greater than one year) 3.41 (f) In April 2009, we modified the GBP LIBOR interest rate swap agreement, which adjusts the fixed pay rate from 5.72% to 3.22% for the period from January 15, 2009 through January 17, 2011. (g) Excludes the amortization of deferred financing costs, amortization of the discount on the exchangeable senior notes and the amortization of the interest rate swap costs.
SOURCE Strategic Hotels & Resorts, Inc.
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