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):
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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, August 4, 2023 and November 3, 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 2.02 Results of Operations and Financial Condition.
On January 22, 2024, DiamondRock Hospitality Company (the “Company”) made available on its website an updated investor presentation for use at upcoming conferences and meetings containing, among other things, a preliminary estimate of fourth quarter and full year 2023 revenues and RevPAR compared to 2022 and 2019. A copy of the presentation is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02, including 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 slide presentation attached to this Current Report as Exhibit 99.1 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: January 22, 2024 | By: | /s/ Briony R. Quinn | ||||||||||||||||||
| Briony R. Quinn | ||||||||||||||||||||
| Senior Vice President and Treasurer | ||||||||||||||||||||
INVESTOR PRESENTATION JANUARY 2024 TRANQUILITY BAY BEACHFRONT 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. 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 third quarter 2023 earnings press release dated November 1, 2023. 2
OPERATIONS UPDATE Q4 AND 2023 PRELIMINARY RESULTS Margaritaville Beach House Key West Another DRH Record: 2023 Comparable Total Revenue Up 4.0% vs 2022 and Up 11.3% vs 2019 2023 Comparable RevPAR Up 3.1% vs 2022 and Up 8.7% vs 2019 Q4 Comparable Results: • Revenue: +0.4% vs 2022 and +10.0% vs 2019 • RevPAR: -0.6% vs 2022 and +6.1% vs 2019 3 Continued Sequential Year-Over-Year RevPAR Improvement in Resorts RESORTS URBAN Group Revenue Up 3%+ from 2019 & Strong Convention Calendar 80% 90% 100% Q2 Q3 Q4 Resort RevPAR vs 2022 2024 COSTAR/STR FORECAST Supply 0.8% Demand 1.8% Occupancy 1.0% ADR 3.0% RevPAR 4.1% • Positive Lodging Demand and Supply Set Up • Improving Performance at Resorts • Large Group Footprint in Strong Citywide Convention Markets • Full Year Renovation Benefit from The Dagny DRH 2024 GROWTH STORY Margaritaville Beach House Key West Tranquility Bay Resort Westin Ft. Lauderdale The Landing Resort & Spa +11.6% +5.8% +5.8% +4.4% Convention Volume Forecast vs 2019 Q4’23 RevPAR vs 22 50% 70% 90% 110% 2019 2022 2023 2024 -2% 0% 2% 4% 6% 8% Q1 Q2 Q3 Q4 2023 Group Revenue vs 2019
DIAMONDROCK AT A GLANCE DIVERSIFIED GEOGRAPHY DIVERSIFIED PROPERTIES FINANCIAL SUMMARY Net Debt2 to TTM EBITDA Total Debt1 $1.2B 3.8x Total Debt to Gross Book Value 29% TTM Revenue $1.1B TTM Corporate Adj. EBITDA $282MM Q3 2023 PORTFOLIO 9,742 36 25 ROOMS GEOGRAPHIC MARKETS PROPERTIES 3. 2022 EBITDA, proforma for 2022 & 2023 acquisitions 1. Excludes preferred capital 2. Cash includes corporate cash, excludes preferred capital MARKET % OF 2022 EBITDA3 Atlanta 1.3% Austin 2.5% Boston 10.2% Burlington 2.7% Charleston 3.2% Chicago 14.2% DC 1.1% Denver 3.7% Destin 3.7% Florida Keys 8.4% Fort Lauderdale 7.7% Fort Worth 4.2% Huntington Beach 2.7% Lake Tahoe 1.4% New Orleans 2.0% New York City 6.9% Paradise Valley/Yellowstone 0.9% Phoenix 1.8% Salt Lake City 2.9% San Diego 2.9% San Francisco 0.3% Sausalito 3.9% Sedona 4.5% Sonoma 2.8% Vail 4.1% Total 100.0% 4
24 Hotels 4,330 Keys 57% of Portfolio by Revenue 15 Independent Hotels 100% Unencumbered by Management WELL POSITIONED PORTFOLIO: LEISURE AS A LONG-TERM SECULAR DRIVER LUXURY & LIFESTYLE RESORTS URBAN LIFESTYLE HOTELS SAUSALITO, CA L’AUBERGE DE SEDONA THE LANDING RESORT AND SPA SEDONA, AZ SONOMA, CA HAVANA CABANA KIMPTON SHOREBREAK RESORT BURLINGTON, VT CHARLESTON, SC THE LINDY CHARLESTON HISTORIC DISTRICT CHICAGO, IL THE GWEN, A LUXURY COLLECTION HOTEL SAN FRANCISCO, CAPHOENIX, AZ NEW ORLEANS, LA HOTEL CLIO, A LUXURY COLLECTION HOTELHOTEL CHAMPLAIN BURLINGTON BOSTON, MA DENVER, CO HENDERSON BEACH RESORT LAKE AUSTIN SPA RESORT WESTIN FORT LAUDERDALE BEACH RESORT MARGARITAVILLE BEACH HOUSE KEY WEST TRANQUILITY BAY RESORT MARATHON, FLAUSTIN, TX FORT LAUDERDALE, FL KEY WEST, FL DESTIN, FLSEDONA, AZ LAKE TAHOE, CA HUNTINGTON BEACH, CA VAIL, CO DESTIN, FL FORT LAUDERDALE, FL KEY WEST, FL THE HYTHE, A LUXURY COLLECTION HOTEL HENDERSON PARK INN KIMPTON SHOREBREAK FORT LAUDERDALE BEACH RESORT CAVALLO POINT ORCHARDS INN THE LODGE AT SONOMA RESORT Notes: Revenue is trailing twelve months as of Q3 2023 PRAY, MT CHICO HOT SPRINGS HOTEL PALOMAR PHOENIX BOURBON ORLEANS HOTELHOTEL EMBLEM THE DAGNY BOSTON 5
COURTYARD MANHATTAN/FIFTH AVENUE COURTYARD MANHATTAN/MIDTOWN EASTHILTON GARDEN TIMES SQUARE CENTRAL 4 Hotels 969 Keys 9% of Portfolio by Revenue 100% Unencumbered by Management WELL POSITIONED PORTFOLIO: GROUP AND URBAN DEMAND RECOVERY 6 Hotels 3,853 Keys 31% of Portfolio by Revenue Strong Convention Markets 2 Hotels 590 Keys 3% of Portfolio by Revenue 100% Unencumbered by Management THE WORTHINGTON SALT LAKE CITY MARRIOTT DOWNTOWN EMBASSY SUITES BETHESDAATLANTA MARRIOTT ALPHARETTA WESTIN WASHINGTON, D.C. CITY CENTER URBAN GROUP HOTELS URBAN LIMITED-SERVICE HOTELS SUBURBAN HOTELS CHICAGO, ILBOSTON, MA BETHESDA, MDATLANTA, GA NEW YORK, NYNEW YORK, NYNEW YORK, NY Notes: Revenue is trailing twelve months as of Q3 2023 6 DENVER, CO COURTYARD DENVER DOWNTOWN SAN DIEGO, CA FORT WORTH, TX SALT LAKE CITY, UT WASHINGTON, DC CHICAGO MARRIOTT MAGNIFICIENT MILEWESTIN BOSTON SEAPORT WESTIN SAN DIEGO BAYVIEW
ROI CASE STUDIES - THE DAGNY • Completion: August 1, 2023 • Total Cost: $32MM • Increase Cost over Hilton Renovation: $5MM • Incremental NOI for Independent hotel: $1MM • Exit value increase: $14MM-30MM (50-100 bps on cap rate) +36% +83% REVPAR EBITDA ($MM) $9.2 $16.8 2023F 2027F $211 $287 2023F 2027F Conversion from Hilton Boston to The Dagny Conversion from Hilton brand to an independent lifestyle hotel with renovated rooms and bathrooms, a state-of-the-art gym, improved meeting spaces, and a new sense of arrival 7 Note 2023 Forecast as of October 2023
2024 ROI PROJECTS IN PROGRESS Conversion to Curio brand and a new chef-driven restaurant • Est. Completion: Summer 2024 • Total Cost: $8.6MM • Stabilized Yield on Cost: 10% • Adds an additional lifestyle hotel to the portfolio • Expected to enhance exit value Repositioning and rebranding the hotel to a lifestyle boutique • Est. Completion: Late 2024 • Total Cost: $12.7MM • Stabilized Yield on Cost: 10% Hilton Burlington Lake Champlain Bourbon Orleans Hotel 8
POTENTIAL LONGER TERM CAPITAL PROJECTS Courtyard Denver Downtown 9 The Westin Boston Seaport District Exploring Adding More Waterfront Guest Rooms Repositioning to Integrate with L’Auberge de Sedona Franchise Expiration in 2027 Potential Upbranding and Expansion Franchise Expiration in 2026 Value Creation Opportunity Currently 37 Rooms Entitled for 135 Ocean-Front Units Exploring Adding 20% More Guest Rooms Exploring Installation of a New Marina Exploring Adding New Cabins Exploring Spa Expansion
ESG ACCOMPLISHMENTS – GRESB RESULTS GRESB ANNUAL RESULTS VS PEER GROUP 2017 2018 2019 2020 2021 2022 2023 DRH GRESB Score 53 75 81 84 86 82 85 Peer Score Average 57 58 69 69 72 65 77 Index to Peer Score Average 93% 129% 117% 122% 119% 126% 110% 2023 DRH GRESB SCORE & RECOGNITION 4th Consecutive Year Recognized as Sector Leader GRESB REAL ESTATE ASSESSMENT • Ranked 1st GRESB Score among U.S. Listed Hotels • Ranked 2nd GRESB Score among Listed Hotels • Ranked 18th GRESB Score among U.S. Listed Companies (Top 15%) 10 GRESB PUBLIC DISCLOSURE • Ranked 1st within the U.S. Hotels with a score of “A” compared to the Peer Group Average of “B” and the GRESB Global Average of “B”