UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act: | ||
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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SUNSTONE HOTEL INVESTORS, INC.
QUARTERLY REPORT ON
FORM 10-Q
For the Quarterly Period Ended June 30, 2024
TABLE OF CONTENTS
PART I—FINANCIAL INFORMATION
Item 1. | Financial Statements |
SUNSTONE HOTEL INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
June 30, | December 31, | |||||
| 2024 |
| 2023 | |||
(unaudited) | ||||||
ASSETS | ||||||
Investment in hotel properties, net | $ | | $ | | ||
Operating lease right-of-use assets, net | | | ||||
Cash and cash equivalents | | | ||||
Restricted cash | | | ||||
Accounts receivable, net | | | ||||
Prepaid expenses and other assets, net | | | ||||
Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
Debt, net of unamortized deferred financing costs | $ | | $ | | ||
Operating lease obligations | | | ||||
Accounts payable and accrued expenses | | | ||||
Dividends and distributions payable | | | ||||
Other liabilities | | | ||||
Total liabilities | | | ||||
Commitments and contingencies (Note 11) | ||||||
Stockholders’ equity: | ||||||
Preferred stock, $ | ||||||
Series G Cumulative Redeemable Preferred Stock, | | | ||||
| | |||||
| | |||||
Common stock, $ | | | ||||
Additional paid in capital | | | ||||
Distributions in excess of retained earnings | ( | ( | ||||
Total stockholders’ equity | | | ||||
Total liabilities and stockholders' equity | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
2
SUNSTONE HOTEL INVESTORS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
REVENUES | ||||||||||||
Room | $ | | $ | | $ | | $ | | ||||
Food and beverage | | | | | ||||||||
Other operating | | | | | ||||||||
Total revenues | | | | | ||||||||
OPERATING EXPENSES | ||||||||||||
Room | | | | | ||||||||
Food and beverage | | | | | ||||||||
Other operating | | | | | ||||||||
Advertising and promotion | | | | | ||||||||
Repairs and maintenance | | | | | ||||||||
Utilities | | | | | ||||||||
Franchise costs | | | | | ||||||||
Property tax, ground lease and insurance | | | | | ||||||||
Other property-level expenses | | | | | ||||||||
Corporate overhead | | | | | ||||||||
Depreciation and amortization | | | | | ||||||||
Total operating expenses | | | | | ||||||||
Interest and other income | | | | | ||||||||
Interest expense | ( | ( | ( | ( | ||||||||
Gain on sale of assets, net | — | — | | — | ||||||||
Gain on extinguishment of debt | | | | | ||||||||
Income before income taxes | | | | | ||||||||
Income tax (provision) benefit, net | ( | ( | | ( | ||||||||
NET INCOME | | | | | ||||||||
Preferred stock dividends | ( | ( | ( | ( | ||||||||
INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | | $ | | $ | | $ | | ||||
Basic and diluted per share amounts: | ||||||||||||
Basic income attributable to common stockholders per common share | $ | | $ | | $ | | $ | | ||||
Diluted income attributable to common stockholders per common share | $ | | $ | | $ | | $ | | ||||
Basic weighted average common shares outstanding | | | | | ||||||||
Diluted weighted average common shares outstanding | | | | | ||||||||
See accompanying notes to unaudited consolidated financial statements.
3
SUNSTONE HOTEL INVESTORS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share and per share data)
Distributions | |||||||||||||||||||
Preferred Stock | Common Stock | in Excess of | |||||||||||||||||
Number of | Number of | Additional | Retained | ||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Paid in Capital |
| Earnings |
| Total | ||||||
Balance at December 31, 2023 (audited) | | $ | | | $ | | $ | | $ | ( | $ | | |||||||
Amortization of deferred stock compensation | — | — | — | — | | — | | ||||||||||||
Issuance of restricted common stock, net | — | — | | | ( | — | ( | ||||||||||||
Common stock distributions declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series G preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series H preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series I preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Net income | — | — | — | — | — | | | ||||||||||||
Balance at March 31, 2024 | | | | | | ( | | ||||||||||||
Amortization of deferred stock compensation | — | — | — | — | | — | | ||||||||||||
Issuance of restricted common stock | — | — | | — | — | — | — | ||||||||||||
Common stock distributions declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series G preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series H preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series I preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Repurchase of outstanding common stock | — | — | ( | ( | ( | — | ( | ||||||||||||
Net income | — | — | — | — | — | | | ||||||||||||
Balance at June 30, 2024 | | $ | | | $ | | $ | | $ | ( | $ | |
See accompanying notes to unaudited consolidated financial statements.
4
SUNSTONE HOTEL INVESTORS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share and per share data)
Distributions | |||||||||||||||||||
Preferred Stock | Common Stock | in Excess of | |||||||||||||||||
Number of | Number of | Additional | Retained | ||||||||||||||||
Shares |
| Amount |
| Shares |
| Amount |
| Paid in Capital |
| Earnings |
| Total | |||||||
Balance at December 31, 2022 (audited) | | $ | | | $ | | $ | | $ | ( | $ | | |||||||
Amortization of deferred stock compensation | — | — | — | — | | — | | ||||||||||||
Issuance of restricted common stock, net | — | — | | | ( | — | ( | ||||||||||||
Forfeiture of restricted common stock | — | — | ( | — | — | — | — | ||||||||||||
Common stock distributions declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series G preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series H preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series I preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Repurchase of outstanding common stock | — | — | ( | ( | ( | — | ( | ||||||||||||
Net income | — | — | — | — | — | | | ||||||||||||
Balance at March 31, 2023 | | | | | | ( | | ||||||||||||
Amortization of deferred stock compensation | — | — | — | — | | — | | ||||||||||||
Issuance of restricted common stock | — | — | | | ( | — | ( | ||||||||||||
Forfeiture of restricted common stock | — | — | ( | — | — | — | — | ||||||||||||
Common stock distributions declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series G preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series H preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Series I preferred stock dividends declared at $ | — | — | — | — | — | ( | ( | ||||||||||||
Repurchase of outstanding common stock | — | — | ( | ( | ( | — | ( | ||||||||||||
Acquisition of noncontrolling interest, net | — | — | — | — | ( | — | ( | ||||||||||||
Net income | — | — | — | — | — | | | ||||||||||||
Balance at June 30, 2023 | | $ | | | $ | | $ | | $ | ( | $ | |
See accompanying notes to unaudited consolidated financial statements.
5
SUNSTONE HOTEL INVESTORS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended June 30, | ||||||
| 2024 |
| 2023 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Bad debt expense | | | ||||
Gain on sale of assets, net | ( | — | ||||
Gain on extinguishment of debt | ( | ( | ||||
Noncash interest on derivatives, net | ( | ( | ||||
Depreciation | | | ||||
Amortization of franchise fees and other intangibles | | | ||||
Amortization of deferred financing costs | | | ||||
Amortization of deferred stock compensation | | | ||||
Gain on insurance recoveries | ( | ( | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable, net | ( | ( | ||||
Prepaid expenses and other assets | ( | ( | ||||
Accounts payable and other liabilities | ( | ( | ||||
Operating lease right-of-use assets and obligations | ( | ( | ||||
Net cash provided by operating activities | | | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
Acquisition of hotel property | ( | — | ||||
Proceeds from property insurance | | — | ||||
Renovations and additions to hotel properties and other assets | ( | ( | ||||
Net cash used in investing activities | ( | ( | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
Acquisition of noncontrolling interest, including transaction costs | — | ( | ||||
Payment of common stock offering costs | — | ( | ||||
Repurchases of outstanding common stock | ( | ( | ||||
Repurchases of common stock for employee tax obligations | ( | ( | ||||
Proceeds from note payable | — | | ||||
Payments on notes payable | ( | ( | ||||
Payments of deferred financing costs | — | ( | ||||
Dividends and distributions paid | ( | ( | ||||
Net cash used in financing activities | ( | ( | ||||
Net (decrease) increase in cash and cash equivalents and restricted cash | ( | | ||||
Cash and cash equivalents and restricted cash, beginning of period | | | ||||
Cash and cash equivalents and restricted cash, end of period | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
6
SUNSTONE HOTEL INVESTORS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Supplemental Disclosure of Cash Flow Information
June 30, | ||||||
2024 | 2023 | |||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Total cash and cash equivalents and restricted cash shown on the consolidated statements of cash flows | $ | | $ | |
Six Months Ended June 30, | ||||||
2024 | 2023 | |||||
Cash paid for interest, net of capitalized interest | $ | | $ | | ||
Cash paid for income taxes, net | $ | | $ | | ||
Operating cash flows used for operating leases | $ | | $ | | ||
Changes in operating lease right-of-use assets | $ | | $ | | ||
Changes in operating lease obligations | ( | ( | ||||
Changes in operating lease right-of-use assets and lease obligations, net | $ | ( | $ | ( |
Supplemental Disclosure of Noncash Investing and Financing Activities
Six Months Ended June 30, | ||||||
2024 | 2023 | |||||
Accrued renovations and additions to hotel properties and other assets | $ | | $ | | ||
Operating lease right-of-use asset obtained in exchange for operating lease obligation | $ | — | $ | | ||
Amortization of deferred stock compensation — construction activities | $ | | $ | | ||
Dividends and distributions payable | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
7
SUNSTONE HOTEL INVESTORS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Description of Business
Sunstone Hotel Investors, Inc. (the “Company”) was incorporated in Maryland on June 28, 2004 in anticipation of an initial public offering of common stock, which was consummated on October 26, 2004. The Company elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes, commencing with its taxable year ended on December 31, 2004. The Company, through its
As a REIT, certain tax laws limit the amount of “non-qualifying” income the Company can earn, including income derived directly from the operation of hotels. The Company leases all of its hotels to its TRS Lessee, which in turn enters into long-term management agreements with third parties to manage the operations of the Company’s hotels, in transactions that are intended to generate qualifying income.
As of both June 30, 2024 and 2023, the Company owned
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements as of June 30, 2024 and December 31, 2023, and for the three and six months ended June 30, 2024 and 2023, include the accounts of the Company, the Operating Partnership, the TRS Lessee and their controlled subsidiaries. All significant intercompany balances and transactions have been eliminated. If the Company determines that it has an interest in a variable interest entity, the Company will consolidate the entity when it is determined to be the primary beneficiary of the entity.
The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission. In the Company’s opinion, the interim financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim financial statements. These financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 23, 2024. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
The Company does not have any comprehensive income other than what is included in net income. If the Company has any comprehensive income in the future such that a statement of comprehensive income would be necessary, the Company will include such statement in one continuous consolidated statement of operations.
The Company has evaluated subsequent events through the date of issuance of these financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
Earnings Per Share
The Company applies the two-class method when computing its earnings per share. Net income per share for each class of stock is calculated assuming all of the Company’s net income is distributed as dividends to each class of stock based on their contractual rights.
8
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid), which include the Company’s time-based restricted stock awards, are considered participating securities and are included in the computation of earnings per share.
Basic earnings attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, including shares of the Company’s performance-based restricted stock units for which all necessary conditions have been satisfied except for the passage of time. Diluted earnings attributable to common stockholders per common share is computed based on the weighted average number of shares of common stock outstanding during each period, plus potential common shares considered outstanding during the period, as long as the inclusion of such awards is not anti-dilutive. Potential common shares consist of time-based unvested restricted stock awards and performance-based restricted stock units, using the more dilutive of either the two-class method or the treasury stock method. The Company’s performance-based restricted stock units are considered for computing diluted net income per common share as of the beginning of the period in which all necessary conditions have been satisfied and the only remaining vesting condition is a service vesting condition.
The following table sets forth the computation of basic and diluted earnings per common share (unaudited and in thousands, except per share data):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Numerator: | ||||||||||||
Net income | $ | | $ | | $ | | $ | | ||||
Preferred stock dividends | ( | ( | ( | ( | ||||||||
Distributions paid to participating securities | ( | ( | ( | ( | ||||||||
Undistributed income allocated to participating securities | ( | ( | — | ( | ||||||||
Numerator for basic and diluted income attributable to common stockholders | $ | | $ | | $ | | $ | | ||||
Denominator: | ||||||||||||
Weighted average basic common shares outstanding | | | | | ||||||||
Unvested restricted stock units | | | | | ||||||||
Weighted average diluted common shares outstanding | | | | | ||||||||
Basic income attributable to common stockholders per common share | $ | | $ | | $ | | $ | | ||||
Diluted income attributable to common stockholders per common share | $ | | $ | | $ | | $ | |
In its calculation of diluted earnings per share, the Company excluded
The Company also had unvested performance-based restricted stock units as of June 30, 2024 and 2023 that are not considered participating securities as the awards contain forfeitable rights to dividends or dividend equivalents. The performance-based restricted stock units were granted based on either target market condition thresholds or pre-determined stock price targets. Based on the Company’s common stock performance, the Company excluded
Restricted Cash
Restricted cash primarily includes reserves for operating expenses and capital expenditures required by certain of the Company’s management, franchise and debt agreements. At times, restricted cash also includes hotel acquisition or disposition-related earnest money held in escrow reserves pending completion of the associated transaction. In addition, restricted cash as of December 31, 2023 included $
9
Investments in Hotel Properties
Investments in hotel properties, including land, buildings, furniture, fixtures and equipment (“FF&E”) and identifiable intangible assets are recorded at their respective relative fair values for an asset acquisition or at their estimated fair values for a business acquisition. Property and equipment purchased after the hotel acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Interest imputed during construction or renovation projects is capitalized, using the Company’s weighted average interest rate on its variable rate debt, including the effects of interest rate swap derivatives, until construction is substantially complete or the assets are placed in service. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation is removed from the Company’s accounts and any resulting gain or loss is included in the consolidated statements of operations.
Depreciation expense is based on the estimated life of the Company’s assets. The life of the assets is based on a number of assumptions, including the cost and timing of capital expenditures to maintain and refurbish the Company’s hotels, as well as specific market and economic conditions. Hotel properties are depreciated using the straight-line method over estimated useful lives primarily ranging from years to
The Company’s investment in hotel properties, net also includes initial franchise fees which are recorded at cost and amortized using the straight-line method over the terms of the franchise agreements ranging from years to
While the Company believes its estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income or the gain or loss on the sale of any of the Company’s hotels. The Company has not changed the useful lives of any of its assets during the periods discussed.
Impairment losses are recorded on investments in hotel properties to be held and used by the Company whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Factors the Company considers when assessing whether impairment indicators exist include, but are not limited to, hotel disposition strategy and hold period, a significant decline in operating results not related to renovations or repositionings, significant changes in the manner in which the Company uses the asset, physical damage to the property due to unforeseen events such as natural disasters, and other market and economic conditions.
Recoverability of assets that will continue to be used is measured by comparing the carrying amount of the asset to the related total future undiscounted net cash flows. If an asset’s carrying value is not recoverable through those cash flows, the asset is considered to be impaired. The impairment is measured by the difference between the asset’s carrying amount and its fair value. The Company performs a fair value assessment using valuation techniques such as discounted cash flows and comparable sale transactions in the market to estimate the fair value of the hotel and, if appropriate and available, current estimated net sales proceeds from pending offers. The Company’s judgment is required in determining the discount rate, terminal capitalization rate, the estimated growth of r