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)
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(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) | |||||
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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 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. ☐
This Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “expect,” “intend,” “project,” “anticipate,” “position,” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to national and local economic and business conditions, including the impact of COVID-19 on occupancy rates at our hotels and the demand for hotel products and services, and those risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed on February 24, 2023 and our Quarterly Reports on Form 10-Q filed on May 5, 2023. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this Current Report is as of the date of this Current Report, and we undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.
ITEM 7.01. Regulation FD Disclosure.
A copy of a slide presentation that DiamondRock Hospitality Company (the “Company”) intends to use at investor meetings is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated by reference herein. Additionally, the Company has posted the slide presentation in the investor relations/presentations section of its website at www.drhc.com.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any 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: June 2, 2023 | By: | /s/ Briony R. Quinn | ||||||||||||||||||
| Briony R. Quinn | ||||||||||||||||||||
| Senior Vice President and Treasurer | ||||||||||||||||||||
INVESTOR PRESENTATION JUNE 2023 LAKE AUSTIN SPA RESORT
FORWARD LOOKING STATEMENTS & USE OF NON-GAAP FINANCIAL MEASURES 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 reflect ed 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 USE OF NON-GAAP FINANCIAL MEASURES We use the following non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance: EBITDA, EBITDAre, Adjusted EBITDA, Hotel EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with U.S. GAAP. EBITDA, EBITDAre, Adjusted EBITDA, Hotel EBITDA, Hotel Adjusted EBITDA, FFO and Adjusted FFO, as calculated by us, may not be comparable to other companies that do not define such terms exactly as the Company. A detailed explanation of these non-GAAP financial measures and the reconciliation of such measures to the most directly comparable financial measures prepared in accordance with U.S. GAAP can be found in the Company’s first quarter 2023 earnings press release dated May 4, 2023.
WHY DIAMONDROCK 1 2 3 4 5 6 7 3 RECORD PERFORMANCE FORTRESS BALANCE SHEET LIQUID PORTFOLIO URBAN FOOTPRINT ADVANTAGE LEISURE: STRONG SECULAR FUNDAMENTALS ROI PROJECTS ESG EXCELLENCE
RECORD PERFORMANCE 60% 70% 80% 90% 100% 110% 120% DRH HST APLE XHR PEB RLJ SHO PK 2022A 2023E 2024E Note: Consensus EBITDA estimates are per Factset database as of 4/26/23, average excludes DRH ROBUST Q1 COMPARABLE RESULTS INDEX YEAR 2019 PEER OUTPERFORMANCE DISCOUNTED VALUATION $185.26 +16.9% REVPAR vs 2022 +13.8% vs 2019 $277.92 ADR (2.0%) vs 2022 +23.1% vs 2019 66.7% OCCUPANCY (5.4) % PTS vs 2022 +10.8 % PTS vs 2019 $240.4MM TOTAL REVENUE +18.0% vs 2022 +14.2% vs 2019 URBAN REVPAR RESORT REVPAR +42.0% vs 2022 +3.9% vs 2019 (6.4%) vs 2022 +30.4% vs 2019 2022 Average 82% 2023 Average 86% 2024 Average 91% EB IT DA C O N SE N SU S ES TI M A TE S IN DE XE D TO 2 01 9 Source: FactSet Consensus, Company Documents HIGHER DEBT LOWER DEBT DRH PEB SHO XHR PK 3 4 5 6 7 8 9 8.0 9.0 10.0 11.0 12.0 13.0 14.0 N ET D EB T + PR EF ER RE D / EB IT DA EV / 2023 CONSENSUS EBITDA LEVERAGE VS. ENTERPRISE VALUE 4 PRELIMINARY COMPARABLE QTD RESULTS LOWER RISKMORE UPSIDE REVPAR +3.0% +8.9% vs 2022 vs 2019 Note; Quarter to date through May 2023
NO MATERIAL NEAR-TERM MATURITIES FORTRESS BALANCE SHEET: COMPETITIVE ADVANTAGE Note: Mortgages reflect balance at scheduled maturity, $585M Total Available Liquidity 35% Total Debt to Gross Book Value 3.3x Net Debt to TTM EBITDANote: As of March 31, 2023 LOW LEVERAGE VS PEERS Source: Baird Comp Sheet (2/3/23), Net Debt + Preferred / EBITDA 2022, DRH reflects TTM Q1’23 EBITDA PEER (NET DEBT + PREFERRED) / EBITDADEBT MATURITY SCHEDULE ($MM) SIGNIFICANT LIQUIDITY AND DRY POWDER AVAILABLE 5 12.9 9.6 8.5 7.6 7.6 6.3 6.3 5.7 4.8 4.4 4.2 3.7 3.3 2.6 AHT BHR PEB INN HT RLJ PK CLDT XHR RHP SHO DRH APLE HST $0 $73 $291 2023 2024 2025 High Leverage Low Leverage
MOST LIQUID PORTFOLIO AMONGST PEERS BENEFITS OF SHORT-TERM AGREEMENTS ■ Asset Liquidity Enhanced ■ Superior Cost Controls ■ 50 to 100 bps Better Exit Cap Rate ■ Enhanced Flexibility to Optimize Performance VALUATION PREMIUM: UNENCUMBERED VS. ENCUMBERED HOTELS 15% 20% TO 0% 20% 40% 60% 80% 100% DRH PEB RLJ SHO XHR HST PK Non-Brand Managed Brand Managed % OF BRAND MANAGED PROPERTIES Notes As of 12/31/2022 HST reflects % of rooms that are brand-managed since properties are not disclosed HOTEL CLIO, A LUXURY COLLECTION HOTEL THE WESTIN BOSTON SEAPORT DISTRICTTHE HYTHE, A LUXURY COLLECTION HOTEL 6
URBAN FOOTPRINT ADVANTAGE (1) As of March 1, 2023. Source: Convention & Visitor Bureaus 60% % OF URBAN BY FY’22 REVENUE <1% % OF EBITDA EXPOSURE IN SLOWER RECOVERY URBAN MARKETS (SAN FRANCISCO, LOS ANGELES, PORTLAND) 49% % OF ROOMS THAT ARE IN 400+ KEY HOTELS DRH URBAN STATS LEADING URBAN EXPOSURE MARKETS • Boston, Chicago, Denver, Fort Worth/Dallas, NYC, San Diego, Washington, D.C. RAPID RECOVERY OF BUSINESS TRANSIENT • Q1’23 Comparable Midweek BT Occupancy +50.8% IMPROVING GROUP TRENDS • Q1’23 Group Room Nights 88% of Prior Peak, +59% vs Q1’22 • FY 2023 Forecast 102% of Peak Group Revenue 46K ROOM NIGHT GAP Represents ~$15M-20M of incremental revenue (incl. out-of-room spend) in 2024 GR OU P RO OM NIG HT S ( K) +42% Q1 REVPAR GROWTH VS 2022 7 CORE URBAN MARKETS: CITYWIDE CONVENTION ROOM NIGHTS MARKET % of TTM EBITDA 2019 2022 2023E 2024E Boston 11% 349,030 330,927 425,735 389,357 Chicago 15% 1,141,525 1,152,616 1,036,610 1,186,968 Denver 4% 401,972 303,874 352,658 322,699 Fort Worth 4% 167,129 237,659 228,674 147,688 New York City 7% 2,049,934 470,000 447,000 380,000 San Diego 3% 710,013 659,976 810,981 907,937 Washington, DC 2% 387,442 400,059 340,471 440,121 Totals(1) 46% 5,207,045 3,555,111 3,642,129 3,774,770
LEISURE: LONG-TERM OUTPERFORMER 8 86 88 90 92 94 96 98 00 02 04 06 08 10 12 14 16 18 20 55 and over 35 to 54 Under 35 Year 2020: 46% 2000: 33% 2020: 34% 2000: 42% 2000: 25% 2020: 20% 86 88 90 92 94 96 98 00 02 04 06 08 10 12 14 16 18 20 Year 2020: 45% 2000: 36% 2020: 41% 2000: 49% 2000: 15% 2020: 14% The 55+ age group is the fastest growing population segment and the leading consumer of lodging experiences SHARE OF US HOUSEHOLDS SHARE OF US CONSUMER SPENDING ON LODGING Note: Based on consumer units Source: BLS; Tourism Economics 37% 21% 15% 14% 13% 11% 13% 13% 19% 43% < $40K $40K - $70K $70K - $100K $100K - $150K $150k+ Share of Households Share of Spending THE HYTHE, A LUXURY COLLECTION HOTEL Note: Based on three-year average through 2020 Source: BLS; Tourism Economics (Lodging)
LEISURE: PROVEN WINNER, LESS RISK Leisure-focused markets have consistently outperformed during economic crises Resorts benefit from higher RevPAR starting point relative to 2019 Source: CBRE Hotels 9
RECENT REPOSITIONINGS DELIVERING VALUE +46% RevPAR Increase vs 2019 COMPLETED 2021 COMPLETED 2021 COMPLETED 2021 COMPLETED 2022 Significant Increase in Net Asset Value +75% Hotel Adjusted EBITDA vs 2019 10
DRH TIMELINE • Commenced 4 Repositionings: ⁻ Sheraton Key West (Margaritaville) ⁻ JW Marriott Cherry Creek (Hotel Clio) ⁻ Sonoma Renaissance (Autograph) ⁻ Vail Marriott (Luxury Collection) • Unencumbered 6 Marriott Management Agreements • Acquired 3 Resorts ($180MM): ⁻ Tranquility Bay Resort ⁻ Shorebreak Fort Lauderdale Beach ⁻ Lake Austin Spa Resort • Completed Brand Conversion of Embassy Suites Bethesda • Celebrity Chef Restaurant Added to The Lindy Charleston • Added Second Rooftop Venue to The Gwen, Chicago • Repositionings Underway/Planned: ⁻ Hilton Boston (Brand Change) ⁻ Hilton Burlington Lake Champlain (Brand Change) ⁻ The Orchards Inn Sedona (Upgrade) ⁻ Bourbon Orleans Hotel (Upgrade) ⁻ Kimpton Fort Lauderdale (Rooftop) ⁻ Kimpton Palomar Phoenix (Rooftop) ⁻ Havana Cabana (F&B) • Additional Key Opportunities: ⁻ Henderson Park Inn ⁻ The Landing Resort & Spa ⁻ Lake Austin Spa Resort • Build New Marina at Tranquility Bay • Invest “Dry Powder” (Repurchases, Assets) • Franchise Expirations: ⁻ The Westin Boston Seaport District ⁻ Courtyard Denver Downtown • Potential Development Opportunities: ⁻ Henderson Park Inn ⁻ Courtyard Denver Downtown • Acquired 3 Lifestyle Hotels ($230MM): ⁻ Henderson Beach Resort ⁻ Henderson Park Inn ⁻ Bourbon Orleans Hotel • Sold 2 Non-Core Hotels ($220MM): ⁻ Frenchman’s Reef ⁻ Lexington Hotel New York • Repositionings Completed: ⁻ Margaritaville Beach House Key West ⁻ Hotel Clio, a Luxury Collection Hotel ⁻ The Lodge at Sonoma Resort ⁻ The Hythe, a Luxury Collection Hotel 11 2020 2021 2023 – 2025 2026 – 20282022
ROI PROJECTS IN PROCESS PROPERTY EST. EBITDA YIELD SCOPE Hilton Boston Downtown Faneuil Hall Hilton Burlington Lake Champlain Bourbon Orleans Hotel 17% 31% Conversion from Hilton Brand to Independent Lifestyle Conversion to Curio Brand and New Celebrity Chef/Restaurant Repositioning and Rebranding to Higher Level Lifestyle Boutique 14% 12
COURTYARD DENVER DOWNTOWNLAKE AUSTIN SPA RESORT ORCHARDS INN 13 POTENTIAL LONGER TERM CAPITAL PROJECTS Repositioning to Integrate with L’Auberge de Sedona Exploring Adding More Waterfront Guest Rooms Courtyard Denver Downtown Franchise Expiration in 2027 Potential Upbranding and Expansion
THE LANDING WESTIN BOSTON SEAPORT HENDERSON PARK INN 14 POTENTIAL LONGER TERM CAPITAL PROJECTS The Westin Boston Seaport District Franchise Expiration in 2026 Value Creation Opportunity Currently 37 Rooms Entitled for 135 Ocean- Front Units Exploring Adding 20% More Guest Rooms
ROBUST ROI PIPELINE: ~$90MM OF ROI PROJECTS AT 20%+ EST. EBITDA YIELD 15 1Estimated Capital Spend and Estimated Incremental EBITDA based upon management proformas PROPERTY PROJECT ESTIMATED CAPITAL SPEND1 UNDERWRITTEN INCREMENTAL EBITDA1 ESTIMATED EBITDA YIELD ESTIMATED COMPLETION LODGE AT SONOMA Autograph Collection Conversion $9.8 $1.4 14% Completed THE HYTHE, LUXURY COLLECTION Luxury Collection Conversion $8.4 $3.4 40% Completed HOTEL CLIO, LUXURY COLLECTION F&B and Public Space Renovation $2.5 $0.5 20% Completed Luxury Collection Conversion $3.6 $1.2 33% Completed MARGARITAVILLE BEACH HOUSE Rebranding $3.5 $1.3 37% Completed EMBASSY SUITES BETHESDA Brand Conversion $3.3 $0.5 15% Completed CHARLESTON RENAISSANCE F&B Repositioning $2.1 $0.5 24% Completed THE GWEN Rooftop Conversion $1.5 $0.3 20% Completed Recently Completed $34.7 $9.1 26% BOSTON HILTON Repositioning/Rebranding $6.4 $1.1 17% 2023 BURLINGTON HILTON Curio Brand Conversion $2.6 $0.8 31% 2023 F&B Repositioning $1.3 $0.4 31% 2023 KIMPTON FORT LAUDERDALE Rooftop Conversion $2.2 $0.3 14% 2023 HAVANA CABANA F&B Repositioning $1.1 $0.4 35% 2023 KIMPTON PALOMAR PHOENIX Rooftop Repositioning $3.7 $0.6 16% 2023 BOURBON ORLEANS Lobby/Pool/Retail/F&B Repositioning $8.8 $1.2 14% 2024 THE LANDING Additional Keys $6.1 $1.2 20% 2024 TRANQUILITY BAY New 30 Slip Marina $2.5 $0.5 20% 2024 ORCHARDS INN Resort Repositioning $19.8 $2.6 13% 2024 Total in Planning $54.5 $9.1 17% Recently Completed & $89.2 $18.2 20% Active ROI Pipeline
Henderson Beach Resort APPENDIX
DIAMONDROCK AT A GLANCE 9,607 ROOMS 35 PROPERTIES 24 GEOGRAPHIC MARKETS DIVERSIFIED GEOGRAPHY 17 DIVERSIFIED PROPERTIES FINANCIAL SUMMARY Net Debt to TTM EBITDA Total Debt $1.2B 3.8x Total Debt to Gross Book Value 35% TTM Revenue $1.1B TTM Corporate Adj. EBITDA $291MM Q1 2023PORTFOLIO Note: Proforma for 2022 acquisitions % Fixed Rate (incl. hedges & preferred capital) 67% MARKET % OF TTM Q1 2023 EBITDA Atlanta 1.5% Austin 2.1% Boston 10.5% Burlington 2.6% Charleston 3.3% Chicago 15.0% DC 1.6% Denver 3.5% Florida Keys 7.8% Fort Lauderdale 10.3% Fort Worth 4.4% Huntington Beach 2.5% Lake Tahoe 0.9% New Orleans 2.3% New York City 7.4% Phoenix 1.8% Salt Lake City 3.2% San Diego 3.4% San Francisco 0.4% Sausalito 3.6% Sedona 4.1% Sonoma 2.8% Vail 4.8% Total 100.0%
HIGH QUALITY PORTFOLIO IN KEY URBAN MARKETS DENVER, CO SAN DIEGO, CA COURTYARD DENVER DOWNTOWN WESTIN WASHINGTON, D.C. CITY CENTER WESTIN SAN DIEGO BAYVIEW URBAN GATEWAY SALT LAKE CITY, UT SALT LAKE CITY MARRIOTT DOWNTOWN URBAN LIFESTYLE BOURBON ORLEANS HOTELHOTEL EMBLEM HILTON BURLINGTON LAKE CHAMPLAIN KIMPTON PALOMAR PHOENIX NEW YORK, NY HILTON GARDEN TIMES SQUARE CENTRAL WASHINGTON, DC EMBASSY SUITES BETHESDA WASHINGTON, DC THE LINDY RENAISSANCE CHARLESTON HOTEL THE GWEN, A LUXURY COLLECTION HOTEL HOTEL CLIO, A LUXURY COLLECTION HOTEL THE WORTHINGTON COURTYARD MANHATTAN/FIFTH AVENUE COURTYARD MANHATTAN/MIDTOWN EAST FORT WORTH, TX NEW YORK, NYNEW YORK, NY CHICAGO MARRIOTT MAGNIFICIENT MILE BOSTON, MA BOSTON, MA HILTON BOSTON DOWNTOWN-FANEUIL HALL WESTIN BOSTON SEAPORT 18 CHICAGO, IL BURLINGTON, VT CHARLESTON, SC DENVER, COCHICAGO, IL PHOENIX, AZ SAN FRANCISCO, CA NEW ORLEANS, LA ATLANTA MARRIOTT ALPHARETTA ATLANTA, GA
STRONG RESORT MARKET PRESENCE SAUSALITO, CA FORT LAUDERDALE, FL MARATHON, FL SEDONA, AZ DESTIN, FL CAVALLO POINT TRANQUILITY BAY RESORT VAIL, CO DESTIN, FL THE HYTHE, A LUXURY COLLECTION HOTEL HENDERSON PARK INN SEDONA, AZ SONOMA, CALAKE TAHOE, CA LUXURY RESORT LIFESTYLE RESORT THE LODGE AT SONOMA RESORT 19 L’AUBERGE DE SEDONA ORCHARDS INNTHE LANDING RESORT AND SPA KIMPTON SHOREBREAK RESORT HUNTINGTON BEACH, CA AUSTIN, TX WESTIN FORT LAUDERDALE BEACH RESORT HAVANA CABANA MARGARITAVILLE BEACH HOUSE KEY WEST HENDERSON BEACH RESORT LAKE AUSTIN SPA RESORT FORT LAUDERDALE, FL KEY WEST, FL KEY WEST, FL KIMPTON SHOREBREAK FORT LAUDERDALE BEACH RESORT