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8-K - 8-K - STRATEGIC HOTELS & RESORTS, INCa930148kpressrelease.htm
EX-99.1 - EXHIBIT 99.1 - STRATEGIC HOTELS & RESORTS, INCa93014exhibit991a-pressrel.htm
EX-99.2 - EXHIBIT 99.2 - STRATEGIC HOTELS & RESORTS, INCa93014exhibit992.htm


Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Consolidated Statements of Operations
(in thousands, except per share data)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
 
Rooms
 
$
176,133

 
$
134,092

 
$
428,107

 
$
359,840

Food and beverage
 
96,642

 
67,101

 
266,687

 
209,124

Other hotel operating revenue
 
31,224

 
21,098

 
77,405

 
59,248

Lease revenue
 
1,264

 
1,416

 
3,882

 
3,776

Total revenues
 
305,263

 
223,707

 
776,081

 
631,988

Operating Costs and Expenses:
 
 
 
 
 
 
 
 
Rooms
 
48,197

 
36,441

 
123,172

 
104,291

Food and beverage
 
70,965

 
54,408

 
192,645

 
163,247

Other departmental expenses
 
74,640

 
54,825

 
194,457

 
159,291

Management fees
 
9,970

 
6,376

 
24,989

 
17,833

Other hotel expenses
 
17,998

 
13,685

 
49,248

 
43,808

Lease expense
 
1,215

 
1,202

 
3,733

 
3,584

Depreciation and amortization
 
32,932

 
23,906

 
83,195

 
73,505

Impairment losses and other charges
 

 
728

 

 
728

Corporate expenses
 
5,405

 
5,191

 
19,796

 
18,163

Total operating costs and expenses
 
261,322

 
196,762

 
691,235

 
584,450

Operating income
 
43,941

 
26,945

 
84,846

 
47,538

Interest expense
 
(21,844
)
 
(19,227
)
 
(59,705
)
 
(58,350
)
Interest income
 
46

 
11

 
123

 
41

Loss on early extinguishment of debt
 
(609
)
 

 
(609
)
 

Equity in (losses) earnings of unconsolidated affiliates
 
(4
)
 
451

 
5,267

 
3,252

Foreign currency exchange (loss) gain
 
(69
)
 
28

 
(75
)
 
26

(Loss) gain on consolidation of affiliates
 
(15
)
 

 
143,451

 

Other (expenses) income, net
 
(136
)
 
(832
)
 
1,082

 
45

Income (loss) before income taxes and discontinued operations
 
21,310

 
7,376

 
174,380

 
(7,448
)
Income tax (expense) benefit
 
(370
)
 
15

 
(616
)
 
(70
)
Income (loss) from continuing operations
 
20,940

 
7,391

 
173,764

 
(7,518
)
Income (loss) from discontinued operations, net of tax
 
63

 
(578
)
 
159,102

 
1,740

Net Income (Loss)
 
21,003

 
6,813

 
332,866

 
(5,778
)
Net (income) loss attributable to the noncontrolling interests in SHR's operating partnership
 
(67
)
 
(29
)
 
(1,197
)
 
22

Net loss attributable to the noncontrolling interests in consolidated affiliates
 
1,854

 
3,018

 
6,112

 
7,467

Net Income Attributable to SHR
 
22,790

 
9,802

 
337,781

 
1,711

Preferred shareholder dividends
 
(1,802
)
 
(6,042
)
 
(18,795
)
 
(18,125
)
Net Income (Loss) Attributable to SHR Common Shareholders
 
$
20,988

 
$
3,760

 
$
318,986

 
$
(16,414
)
Basic Income (Loss) Per Common Share:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to SHR common shareholders
 
$
0.08

 
$
0.02

 
$
0.71

 
$
(0.09
)
Income from discontinued operations attributable to SHR common shareholders
 

 

 
0.70

 
0.01

Net income (loss) attributable to SHR common shareholders
 
$
0.08

 
$
0.02

 
$
1.41

 
$
(0.08
)
Weighted average shares of common stock outstanding
 
248,509

 
206,767

 
225,932

 
206,163

Diluted Income (Loss) Per Common Share:
 
 
 
 
 
 
 
 
Income (loss) from continuing operations attributable to SHR common shareholders
 
$
0.07

 
$

 
$
0.65

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

 

 
0.67

 
0.01

Net income (loss) attributable to SHR common shareholders
 
$
0.07

 
$

 
$
1.32

 
$
(0.11
)
Weighted average shares of common stock outstanding
 
260,257

 
220,258

 
237,680

 
217,553






Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Consolidated Balance Sheets
(in thousands, except share data)
 
 
 
September 30, 2014
 
December 31, 2013
Assets
 
 
 
 
Investment in hotel properties, net
 
$
2,709,550

 
$
1,795,338

Goodwill
 
38,128

 
38,128

Intangible assets, net of accumulated amortization of $5,463 and $11,753
 
89,888

 
29,502

Assets held for sale
 

 
135,901

Investment in unconsolidated affiliates
 
22,909

 
104,973

Cash and cash equivalents
 
234,405

 
73,655

Restricted cash and cash equivalents
 
100,182

 
75,916

Accounts receivable, net of allowance for doubtful accounts of $443 and $606
 
58,003

 
39,660

Deferred financing costs, net of accumulated amortization of $10,199 and $12,354
 
9,474

 
8,478

Deferred tax assets
 
1,763

 

Prepaid expenses and other assets
 
45,612

 
35,600

Total assets
 
$
3,309,914

 
$
2,337,151

Liabilities, Noncontrolling Interests and Equity
 
 
 
 
Liabilities:
 
 
 
 
Mortgages and other debt payable, net of discount
 
$
1,666,614

 
$
1,163,696

Bank credit facility
 

 
110,000

Liabilities of assets held for sale
 

 
17,027

Accounts payable and accrued expenses
 
214,627

 
189,889

Deferred tax liabilities
 
45,777

 
46,137

Total liabilities
 
1,927,018

 
1,526,749

Commitments and contingencies
 
 
 
 
Noncontrolling interests in SHR’s operating partnership
 
9,246

 
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 $90,384 in the aggregate)
 
87,064

 
87,064

8.25% Series C Cumulative Redeemable Preferred Stock ($0.01 par value per share; 0 and 3,827,727 shares issued and outstanding; liquidation preference $25.00 per share plus accrued distributions and $0 and $95,693 in the aggregate)
 

 
92,489

Common stock ($0.01 par value per share; 350,000,000 shares of common stock authorized; 247,382,990 and 205,582,838 shares of common stock issued and outstanding)
 
2,474

 
2,056

Additional paid-in capital
 
2,105,426

 
1,705,306

Accumulated deficit
 
(897,171
)
 
(1,234,952
)
Accumulated other comprehensive loss
 
(16,102
)
 
(41,445
)
Total SHR’s shareholders’ equity
 
1,281,691

 
710,513

Noncontrolling interests in consolidated affiliates
 
91,959

 
92,355

Total equity
 
1,373,650

 
802,868

Total liabilities, noncontrolling interests and equity
 
$
3,309,914

 
$
2,337,151







Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Financial Highlights
Supplemental Financial Data
(in thousands, except per share information)
 
 
 
September 30, 2014
 
 
Pro Rata Share
 
Consolidated
Capitalization
 
 
 
 
Shares of common stock outstanding
 
247,383

 
247,383

Operating partnership units outstanding
 
794

 
794

Restricted stock units outstanding
 
1,470

 
1,470

Combined shares and units outstanding
 
249,647

 
249,647

Common stock price at end of period
 
$
11.65

 
$
11.65

Common equity capitalization
 
$
2,908,388

 
$
2,908,388

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

 
90,384

Consolidated debt
 
1,667,860

 
1,667,860

Pro rata share of consolidated debt
 
(132,561
)
 

Cash and cash equivalents
 
(234,405
)
 
(234,405
)
Total enterprise value
 
$
4,299,666

 
$
4,432,227

Net Debt / Total Enterprise Value
 
30.3
%
 
32.3
%
Preferred Equity / Total Enterprise Value
 
2.1
%
 
2.0
%
Common Equity / Total Enterprise Value
 
67.6
%
 
65.7
%

































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 nine months ended September 30, 2014:
 
Hotel
 
Location
 
Date Sold
 
Sales Proceeds
 
Four Seasons Punta Mita Resort and La Solana land parcel
 
Punta Mita, Mexico
 
February 28, 2014
 
$
206,867,000

 
Marriott London Grosvenor Square
 
London, England
 
March 31, 2014
 
$
209,233,000

(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 $97,083,000.
The following is a summary of income (loss) from discontinued operations for the three and nine months ended September 30, 2014 and 2013 (in thousands):
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Hotel operating revenues
 
$

 
$
13,901

 
$
17,767

 
$
51,252

Operating costs and expenses
 

 
10,641

 
11,485

 
36,141

Depreciation and amortization
 

 
2,338

 
1,275

 
6,954

Total operating costs and expenses
 

 
12,979

 
12,760

 
43,095

Operating income
 

 
922

 
5,007

 
8,157

Interest expense
 

 
(1,879
)
 
(1,326
)
 
(5,521
)
Interest income
 

 
1

 
2

 
4

Loss on early extinguishment of debt
 

 

 
(272
)
 

Foreign currency exchange (loss) gain
 

 
(37
)
 
32

 
151

Income tax benefit (expense)
 

 
415

 
(833
)
 
(1,051
)
Gain on sale, net of tax
 
63

 

 
156,492

 

Income (loss) from discontinued operations
 
$
63

 
$
(578
)
 
$
159,102

 
$
1,740







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 September 30, 2014
 
Three Months Ended September 30, 2013
 
 
Hotel del
Coronado
 
Fairmont Scottsdale
Princess
 
Total
 
Hotel del
Coronado
 
Fairmont Scottsdale
Princess
 
Total
Total revenues (100%)
 
$

 
$

 
$

 
$
47,279

 
$
14,338

 
$
61,617

Property EBITDA (100%)
 
$

 
$

 
$

 
$
18,667

 
$
(302
)
 
$
18,365

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

 
$

 
$

 
$
6,790

 
$
(151
)
 
$
6,639

Depreciation and amortization
 

 

 

 
(1,896
)
 
(1,533
)
 
(3,429
)
Interest expense
 

 

 

 
(1,950
)
 
(195
)
 
(2,145
)
Other expenses, net
 

 

 

 
(205
)
 
(16
)
 
(221
)
Income taxes
 

 

 

 
(339
)
 

 
(339
)
Equity in earnings (losses) of unconsolidated affiliates
 
$

 
$

 
$

 
$
2,400

 
$
(1,895
)
 
$
505

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

 
$

 
$

 
$
2,400

 
$
(1,895
)
 
$
505

Depreciation and amortization
 

 

 

 
1,896

 
1,533

 
3,429

Interest expense
 

 

 

 
1,950

 
195

 
2,145

Income taxes
 

 

 

 
339

 

 
339

EBITDA Contribution
 
$

 
$

 
$

 
$
6,585

 
$
(167
)
 
$
6,418

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

 
$

 
$

 
$
2,400

 
$
(1,895
)
 
$
505

Depreciation and amortization
 

 

 

 
1,896

 
1,533

 
3,429

FFO Contribution
 
$

 
$

 
$

 
$
4,296

 
$
(362
)
 
$
3,934

 
 
Nine Months Ended September 30, 2014
 
Nine Months Ended September 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

 
$
115,367

 
$
69,498

 
$
184,865

Property EBITDA (100%)
 
$
20,761

 
$
13,191

 
$
33,952

 
$
38,487

 
$
14,772

 
$
53,259

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

 
$
6,595

 
$
14,021

 
$
13,999

 
$
7,386

 
$
21,385

Depreciation and amortization
 
(3,526
)
 
(1,551
)
 
(5,077
)
 
(5,647
)
 
(5,005
)
 
(10,652
)
Interest expense
 
(3,418
)
 
(168
)
 
(3,586
)
 
(6,384
)
 
(585
)
 
(6,969
)
Other expenses, net
 
(25
)
 
(30
)
 
(55
)
 
(228
)
 
(35
)
 
(263
)
Income taxes
 
143

 

 
143

 
(276
)
 

 
(276
)
Equity in earnings of unconsolidated affiliates
 
$
600

 
$
4,846

 
$
5,446

 
$
1,464

 
$
1,761

 
$
3,225

EBITDA Contribution
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates
 
$
600

 
$
4,846

 
$
5,446

 
$
1,464

 
$
1,761

 
$
3,225

Depreciation and amortization
 
3,526

 
1,551

 
5,077

 
5,647

 
5,005

 
10,652

Interest expense
 
3,418

 
168

 
3,586

 
6,384

 
585

 
6,969

Income taxes
 
(143
)
 

 
(143
)
 
276

 

 
276

EBITDA Contribution
 
$
7,401

 
$
6,565

 
$
13,966

 
$
13,771

 
$
7,351

 
$
21,122

FFO Contribution
 
 
 
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated affiliates
 
$
600

 
$
4,846

 
$
5,446

 
$
1,464

 
$
1,761

 
$
3,225

Depreciation and amortization
 
3,526

 
1,551

 
5,077

 
5,647

 
5,005

 
10,652

FFO Contribution
 
$
4,126

 
$
6,397

 
$
10,523

 
$
7,111

 
$
6,766

 
$
13,877

 





Strategic Hotels & Resorts, Inc. and Subsidiaries (SHR)
Leasehold Information
(in thousands)
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Marriott Hamburg:
 
 
 
 
 
 
 
 
Property EBITDA
 
$
1,757

 
$
1,655

 
$
4,956

 
$
4,557

Revenue (a)
 
$
1,264

 
$
1,416

 
$
3,882

 
$
3,776

 
 
 
 
 
 
 
 
 
Lease expense
 
(1,215
)
 
(1,202
)
 
(3,733
)
 
(3,584
)
Less: Deferred gain on sale-leaseback
 
(52
)
 
(52
)
 
(159
)
 
(154
)
Adjusted lease expense
 
(1,267
)
 
(1,254
)
 
(3,892
)
 
(3,738
)
 
 
 
 
 
 
 
 
 
Comparable EBITDA contribution from leasehold
 
$
(3
)
 
$
162

 
$
(10
)
 
$
38



Security Deposit (b):
 
September 30, 2014
 
December 31, 2013
Marriott Hamburg
 
$
2,400

 
$
2,611


(a)
For the three and nine months ended September 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 September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Net income (loss) attributable to SHR common shareholders
 
$
20,988

 
$
3,760

 
$
318,986

 
$
(16,414
)
Depreciation and amortization—continuing operations
 
32,932

 
23,906

 
83,195

 
73,505

Depreciation and amortization—discontinued operations
 

 
2,338

 
1,275

 
6,954

Interest expense—continuing operations
 
21,844

 
19,227

 
59,705

 
58,350

Interest expense—discontinued operations
 

 
1,879

 
1,326

 
5,521

Income taxes—continuing operations
 
370

 
(15
)
 
616

 
70

Income taxes—discontinued operations
 

 
(415
)
 
833

 
1,051

Income taxes—sale of assets
 

 

 
20,451

 

Noncontrolling interests
 
67

 
29

 
1,197

 
(22
)
Adjustments from consolidated affiliates
 
(4,070
)
 
(3,912
)
 
(11,684
)
 
(11,015
)
Adjustments from unconsolidated affiliates
 
(11
)
 
5,903

 
8,432

 
17,936

Preferred shareholder dividends
 
1,802

 
6,042

 
18,795

 
18,125

EBITDA
 
73,922

 
58,742

 
503,127

 
154,061

Realized portion of deferred gain on sale-leaseback
 
(52
)
 
(52
)
 
(159
)
 
(154
)
Loss (gain) on sale of assets—continuing operations
 
38

 
1,028

 
(729
)
 
755

(Loss) gain on sale of assets—adjustments from consolidated affiliates
 
(5
)
 
(370
)
 
104

 
(370
)
Gain on sale of assets—discontinued operations
 
(63
)
 

 
(176,943
)
 

Loss (gain) on consolidation of affiliates
 
15

 

 
(143,451
)
 

Impairment losses and other charges
 

 
728

 

 
728

Loss on early extinguishment of debt—continuing operations
 
609

 

 
609

 

Loss on early extinguishment of debt—discontinued operations
 

 

 
272

 

Foreign currency exchange loss (gain)—continuing operations (a)
 
69

 
(28
)
 
75

 
(26
)
Foreign currency exchange loss (gain)—discontinued operations (a)
 

 
37

 
(32
)
 
(151
)
Non-cash interest rate derivative activity
 
127

 

 
127

 

Amortization of below market hotel management agreement
 
513

 

 
621

 

Activist shareholder costs
 

 

 
1,637

 

Comparable EBITDA
 
$
75,173

 
$
60,085

 
$
185,258

 
$
154,843


(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 September 30,
 
Nine Months Ended September 30,
 
 
2014
 
2013
 
2014
 
2013
Net income (loss) attributable to SHR common shareholders
 
$
20,988

 
$
3,760

 
$
318,986

 
$
(16,414
)
Depreciation and amortization—continuing operations
 
32,932

 
23,906

 
83,195

 
73,505

Depreciation and amortization—discontinued operations
 

 
2,338

 
1,275

 
6,954

Corporate depreciation
 
(124
)
 
(125
)
 
(370
)
 
(383
)
Loss (gain) on sale of assets—continuing operations
 
38

 
1,028

 
(729
)
 
755

Gain on sale of assets, net of tax—discontinued operations
 
(63
)
 

 
(156,492
)
 

Loss (gain) on consolidation of affiliates
 
15

 

 
(143,451
)
 

Realized portion of deferred gain on sale-leaseback
 
(52
)
 
(52
)
 
(159
)
 
(154
)
Noncontrolling interests adjustments
 
(105
)
 
(25
)
 
(298
)
 
(277
)
Adjustments from consolidated affiliates
 
(2,166
)
 
(2,269
)
 
(5,972
)
 
(5,565
)
Adjustments from unconsolidated affiliates
 

 
3,429

 
5,077

 
10,653

FFO
 
51,463

 
31,990

 
101,062

 
69,074

Redeemable noncontrolling interests
 
172

 
53

 
1,495

 
255

FFO—Fully Diluted
 
51,635

 
32,043

 
102,557

 
69,329

Impairment losses and other charges
 

 
728

 

 
728

Non-cash interest rate derivative activity—continuing operations
 
3,241

 
(2,222
)
 
3,131

 
(6,873
)
Non-cash interest rate derivative activity—discontinued operations
 

 
(755
)
 

 
(2,248
)
Loss on early extinguishment of debt—continuing operations
 
609

 

 
609

 

Loss on early extinguishment of debt—discontinued operations
 

 

 
272

 

Foreign currency exchange loss (gain)—continuing operations (a)
 
69

 
(28
)
 
75

 
(26
)
Foreign currency exchange loss (gain)—discontinued operations (a)
 

 
37

 
(32
)
 
(151
)
Amortization of debt discount
 
623

 

 
1,246

 

Amortization of below market hotel management agreement
 
513

 

 
621

 

Activist shareholder costs
 

 

 
1,637

 

Excess of redemption liability over carrying amount of redeemed preferred stock
 

 

 
6,912

 

Comparable FFO
 
$
56,690

 
$
29,803

 
$
117,028

 
$
60,759

Comparable FFO per fully diluted share
 
$
0.23

 
$
0.14

 
$
0.51

 
$
0.29

Weighted average diluted shares (b)
 
251,862

 
209,722

 
229,364

 
209,125


(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
 
89,262

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

 
March 2018
Bank credit facility (f)
 
2.16
%
 
200 bp
 

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

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

 
May 2021
InterContinental Chicago
 
5.61
%
 
Fixed
 
143,060

 
August 2021
InterContinental Miami (i)
 
3.99
%
 
Fixed
 
115,000

 
September 2024
 
 
 
 
 
 
1,667,860

 
 
Unamortized discount (c)
 
 
 
 
 
(1,246
)
 
 
 
 
 
 
 
 
$
1,666,614

 
 

(a)
Spread over LIBOR (0.16% at September 30, 2014). Interest on the JW Marriott Essex House Hotel loan is subject to a 0.75% LIBOR floor. 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.
(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 $17,262,000 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 April 25, 2014, we entered into a new $300,000,000 secured bank credit facility, which replaced the previous secured bank credit facility.
(g)
On June 30, 2014, we refinanced the loan secured by the Four Seasons Washington, D.C. hotel.
(h)
On May 29, 2014, we refinanced the loan secured by the Loews Santa Monica Beach Hotel.
(i)
On August 29, 2014, we entered into a new $115,000,000 loan secured by the InterContinental Miami hotel, which replaced the previous $85,000,000 loan.







Debt Summary (Continued)
(dollars in thousands)

Future scheduled debt principal payments (including extension options) are as follows:
Years ending December 31,
 
Amount
2014 (remainder)
 
$
474

2015
 
120,140

2016
 
6,831

2017
 
573,972

2018
 
477,299

Thereafter
 
489,144

 
 
1,667,860

Unamortized discount
 
(1,246
)
 
 
$
1,666,614

 
 
 
Percent of fixed rate debt
 
34.7
%
Weighted average interest rate (j)
 
4.18
%
Weighted average maturity of fixed rate debt (debt with maturity of greater than one year)
 
5.16


(j) Excludes the amortization of deferred financing costs.