UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code): (240 ) 744-1150
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 2.02 Results of Operations and Financial Condition.
On July 26, 2022, DiamondRock Hospitality Company (the “Company”) issued a slide presentation (the “Presentation”) intended to provide an update on Company operations, which Presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”) and incorporated by reference herein. The Presentation includes preliminary financial information for the quarter ended June 30, 2022, including preliminary estimates of the Company’s revenues for the quarter ended June 30, 2022 and preliminary estimates of certain key indicators of the Company’s operating results, for the quarter ended June 30, 2022, including RevPAR and ADR (collectively, the “Preliminary Information”).
The information in this Item 2.02, including the Preliminary Information and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation by reference language in any such filing.
ITEM 7.01 Regulation FD Disclosure.
A copy of the Presentation is attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein. Additionally, the Company issued a press release announcing the Presentation has been posted in the investor relations/presentations section of its website at www.drhc.com.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this report:
Exhibit No. Description
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIAMONDROCK HOSPITALITY COMPANY | ||||||||||||||||||||
| Dated: July 26, 2022 | By: | /s/ Briony R. Quinn | ||||||||||||||||||
| Briony R. Quinn | ||||||||||||||||||||
| Senior Vice President and Treasurer | ||||||||||||||||||||
COMPANY UPDATE ON OPERATIONS JULY 2022 11
FORWARD LOOKING STATEMENTS Certain statements made during this presentation are forward- looking statements that are subject to risks and uncertainties. Forward-looking statements generally include the words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “project,” “will,” “intend” or other similar expressions. Forward-looking statements include, without limitation, statements regarding industry outlook, results of operations, cash flows, business strategies, growth and value opportunities, capital and other expenditures, financing plans, expense reduction initiatives and projected dispositions. Factors that could cause actual results to materially differ from those contained in the forward-looking statements include, without limitation, national and local economic and business conditions, including the impact of COVID-19 on occupancy rates at DiamondRock Hospitality Company’s (the "Company“) hotels and the demand for hotel products and services, and those risks and uncertainties discussed in the most recent Annual Report on Form 10-K, which the Company has filed with the Securities and Exchange Commission, and in our other public filings which you should carefully review. The forward-looking statements made are based on our beliefs, assumptions and expectations of future performance, taking into account all information currently available to the Company. Actual results could differ materially from the forward-looking statements made in this presentation. The forward-looking statements made in this presentation are subject to the safe harbor of the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this presentation is as of the date of this presentation, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations. This presentation contains statistics and other data that has been obtained or compiled from information made available by third- party service providers and believed to be reliable, but the accuracy and completeness of the information is not assured. The Company has not independently verified any such information. 2
KEY TAKEAWAYS AND HIGHLIGHTS Q2 KEY HIGHLIGHTS1 1. Record Revenue in June 2022 2. Record Profit in Q2 2022 3. Record Margin in Q2 2022 4. Appointed New COO 5. Acquired Kimpton Fort Lauderdale 3 Kimpton Fort Lauderdale Beach Resort (1) Preliminary results (2) June and Q2 results are preliminary, comparable operating information excludes the Kimpton Fort Lauderdale Beach Resort as it was not operating in 2019, “Resort/Lifestyle” refers to Luxury Resort, Lifestyle Resort, and Urban Lifestyle hotels, “Urban” refers to Urban Gateway hotels +68.4% +19.1% +155.2% +10.5% +32.1% -2.6% PORTFOLIO RESORT/LIFESTYLE URBAN JUNE2 REVPAR VS PREVIOUS YEARS vs 2021 vs 2019
Q2 2022 PRELIMINARY OPERATING UPDATE (1) Comparable operating information excludes the Kimpton Fort Lauderdale Beach Resort as it was not operating in 2019 (2) Preliminary results 4 2022 MONTHLY COMPARABLE OPERATING RESULTS(1) Occ (%) ADR ($) RevPAR ($) RevPAR B/(W) 2019 Revenue ($000s) Revenue B/(W) 2019 Jan-22 41.3% 245.13 101.19 (21.5%) 45,356 (22.0%) Feb-22 57.9% 283.49 164.25 0.7% 64,302 (2.2%) Mar-22 68.4% 296.22 202.67 5.3% 87,605 6.2% Q1 55.8% 279.09 155.76 (3.5%) 197,263 (4.4%) Apr-22(2) 72.4% 291.71 211.29 4.7% 86,320 4.4% May-22(2) 72.9% 297.08 216.62 5.4% 95,353 7.1% Jun-22(2) 79.4% 302.78 240.37 10.5% 97,773 10. 5% Q2(2) 74.9% 297.36 222.70 6.9% 279,446 7.4% RECORD QUARTERLY TOTAL REVENUE IN SECOND QUARTER
OPERATING GAINS ACROSS THE PORTFOLIO 5 REVPAR GROWTH ACCELERATING RECORD PROFITS New record EBITDA profit margin in Q2 2022 Sequential quarterly growth in Hotel Adjusted EBITDA margins, +1,000 bps (1) Q2 results are preliminary, comparable operating information excludes the Kimpton Fort Lauderdale Beach Resort as it was not operating in 2019, “Resort/Lifestyle” refers to Luxury Resort, Lifestyle Resort, and Urban Lifestyle hotels, “Urban” refers to Urban Gateway hotels PORTFOLIO: RESORT/ LIFESTYLE: URBAN: Sequential gain in quarterly occupancy; over 7 percentage points to 73.9% Sequential quarterly gain in occupancy; over 26 percentage points to 75.5% Growth compared to 2019 accelerated in Q2 2022 vs. Q1 2022 0% 20% 40% 60% 80% 100% 120% 140% Q1'20 Q2'20 Q3'20 Q4'20 Q1'21 Q2'21 Q3'21 Q4'21 Q1'22 Q2'22E REVPAR1 ($) (AS A % OF 2019) RESORT/LIFESTYLE REVPAR URBAN REVPAR
6 PORTFOLIO Tranquility Bay Resort, Marathon, Florida
STRONG RESORT MARKET PRESENCE OVER 60% OF HOTELS LOCATED IN DESTINATION LEISURE MARKETS MARATHON, FL DESTIN, FL HENDERSON BEACH RESORT CAVALLO POINT TRANQUILITY BAY RESORT VAIL, CO DESTIN, FL THE HYTHE, A LUXURY COLLECTION HOTEL HENDERSON PARK INN FORT LAUDERDALE, FL WESTIN FORT LAUDERDALE BEACH RESORT FORT LAUDERDALE, FL SEDONA, AZ SONOMA, CALAKE TAHOE, CA KEY WEST, FLKEY WEST, FL HAVANA CABANA MARGARITAVILLE BEACH HOUSE KEY WEST BURLINGTON, VT CHARLESTON, SC RENAISSANCE CHARLESTON HISTORIC DISTRICT HOTEL DENVER, COCHICAGO, IL THE GWEN, A LUXURY COLLECTION HOTEL SAN FRANCISCO, CAPHOENIX, AZ KIMPTON PALOMAR PHOENIX LUXURY RESORT LIFESTYLE RESORT URBAN LIFESTYLE SAUSALITO, CA SEDONA, AZ NEW ORLEANS, LA BOURBON ORLEANS HOTEL THE LODGE AT SONOMA RESORT 7 L’AUBERGE DE SEDONA HOTEL EMBLEM HOTEL CLIO, A LUXURY COLLECTION HOTELHILTONBURLINGTON LAKE CHAMPLAIN ORCHARDS INNTHE LANDING RESORT AND SPA KIMPTON SHOREBREAK RESORT KIMPTON FORT LAUDERDALE BEACH RESORT HUNTINGTON BEACH, CA
HIGH QUALITY PORTFOLIO IN KEY GATEWAY MARKETS NEARLY 40% OF HOTELS LOCATED IN TOP GATEWAY MARKETS ATLANTA, GA ATLANTA MARRIOTT ALPHARETTA BOSTON, MA SALT LAKE CITY, UTNEW YORK, NY FORT WORTH, TXDENVER, CO CHICAGO, IL CHICAGO MARRIOTT MAGNIFICIENT MILE WASHINGTON, DC WASHINGTON, DC SAN DIEGO, CA HILTON BOSTON DOWNTOWN-FANEUIL HALL BOSTON, MA NEW YORK, NY WESTIN BOSTON SEAPORT COURTYARD DENVER DOWNTOWN WESTIN WASHINGTON, D.C. CITY CENTER THE WORTHINGTON NEW YORK, NY WESTIN SAN DIEGO BAYVIEW COURTYARD MANHATTAN/FIFTH AVENUE COURTYARD MANHATTAN/MIDTOWN EAST HILTON GARDEN TIMES SQUARE CENTRAL SALT LAKE CITY MARRIOTT DOWNTOWN 8 EMBASSY SUITES BY HILTON BETHESDA EFFECTIVE 2/1/2022
EXECUTIVE TEAM 9Henderson Beach Resort, Destin, FL
EXTENSIVE MANAGEMENT AND HOSPITALITY EXPERIENCE MARK W. BRUGGER CO-FOUNDER PRESIDENT, CEO AND DIRECTOR • Co-founded DRH in 2004 and successfully led its IPO in 2005 • Named Forbes’ list of America’s Most Powerful CEOs 40 and Under and a finalist for the E&Y Entrepreneur of the Year Award • Extensive background in real estate, capital markets, and structured finance JEFFREY J. DONNELLY EXECUTIVE VP AND CFO JUSTIN LEONARD EXECUTIVE VP AND COO WILLIAM J. TENNIS EXECUTIVE VP, GENERAL COUNSEL AND CORPORATE SECRETARY TROY FURBAY EXECUTIVE VP AND CIO BRIONY R. QUINN SENIOR VP AND TREASURER 10 • Joined as CFO in 2019 • Previously Managing Director at Wells Fargo Securities where he co- founded Real Estate & Lodging Equity Research • Served as AVP at AEW Capital Management, LP overseeing asset management and capital market transactions for diversified commercial real estate portfolio • Joined as COO in 2022 • Previously was at Walton Street Capital, LLC for 23 years, most recently as Senior Principal overseeing hotel investments. During his tenure, he oversaw hotel asset management which included 60 branded and independent hotels totaling over 20,000 rooms • Joined as General Counsel in 2010 • Previously worked for Marriott for 17 years initially as Assistant General Counsel and then as Senior Vice President for the Global Asset Management Group • Prior to joining Marriott, worked as an Associate at a New York law firm • Joined as CIO in 2014 • Previously was Chief Investment Officer at Loews Hotels & Resorts • Prior to that, served in senior investment roles with Kimpton Hotels and MeriStar Hospitality Corporation • Joined DRH in 2007 • Promoted to Chief Accounting Officer in 2014 and Treasurer in 2018 • Prior to DRH, was VP of Finance and Accounting for Meristar Hospitality Corporation
COMPANY CONTACTS
Jeff Donnelly
Chief Financial Officer
(240) 744-1190
Briony Quinn
Senior Vice President
(240) 744-1196
FOR IMMEDIATE RELEASE
DIAMONDROCK HOSPITALITY ANNOUNCES UPDATE ON RECENT OPERATIONS
BETHESDA, Maryland, July 26, 2022 – DiamondRock Hospitality Company (the "Company") (NYSE: DRH) today provided an update on recent operations. Please visit https://investor.drhc.com/presentations to view the presentation with additional data on the Company’s current operating trends.
About the Company
DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an owner of a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. The Company currently owns 34 premium quality hotels with over 9,500 rooms. The Company has strategically positioned its hotels to be operated both under leading global brand families as well as unique boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company’s website at www.drhc.com.