Form 8-K
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): October 5, 2009
DiamondRock Hospitality Company
(Exact name of registrant as specified in its charter)
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Maryland |
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001-32514 |
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20-1180098 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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6903 Rockledge Drive, Suite 800 Bethesda, MD
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20817 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (240) 744-1150
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(Former name or former address if changed since last report.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. Results of Operations and Financial Condition
The information in this Current Report on Form 8-K is furnished under Item 2.02 Results of Operations and Financial
Condition. Such information, including the exhibits attached hereto, 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. The information in this Current Report on Form 8-K shall not be
deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act
regardless of any general incorporation language in such filing.
On October 5, 2009, DiamondRock Hospitality Company (the Company) issued a press release announcing its financial
estimates for the quarter ended September 11, 2009. The text of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
ITEM 9.01. Financial Statements and Exhibits.
See Index to Exhibits attached hereto.
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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.
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DIAMONDROCK HOSPITALITY COMPANY |
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Date: October 5, 2009
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By: /s/ Michael D. Schecter |
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Michael D. Schecter |
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Executive Vice President, General Counsel and
Corporate Secretary |
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EXHIBIT INDEX
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Exhibit No.
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Description |
99.1
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Press release dated October 5, 2009. |
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Exhibit 99.1
Exhibit 99.1
DiamondRock Hospitality Company
6903 Rockledge Drive
Bethesda, MD 20817
(240) 744-1150
NEWS
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CONTACT:
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Christopher King |
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(240) 744-1150 |
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info@drhc.com |
DIAMONDROCK REPORTS DEBT REPAYMENT AND PROVIDES PRELIMINARY THIRD QUARTER REVPAR, PROFIT MARGIN AND
EBITDA RESULTS
BETHESDA, MD October 5, 2009 DiamondRock Hospitality Company (DiamondRock) (NYSE:DRH) today
announced that it paid off its $28 million Griffin Gate Marriott mortgage debt and provided
preliminary RevPAR, profit margin and EBITDA results for its third fiscal quarter ended September
11, 2009.
Loan Repayment and Liquidity Update
On October 1, 2009, DiamondRock paid off the $28 million loan secured by a mortgage on its Griffin
Gate Marriott with cash on hand. Following the satisfaction of the Griffin Gate Marriott mortgage
debt, DiamondRock has over $100 million of unrestricted cash on hand and no amounts outstanding on
its $200 million corporate credit facility. After the repayment of the $5 million Bethesda
Marriott Suites mortgage debt, which is expected to occur during the fourth quarter of 2009 with
cash on hand, DiamondRock will have no debt maturities until late 2014.
Preliminary Third Quarter Results
The projected financial information for the fiscal quarter ended September 11, 2009 has been
derived from DiamondRocks unaudited financial statements, which are based on preliminary hotel
operating results and preliminary corporate expenses. These financial statements are subject to
normal and recurring adjustments that may arise during the financial statement closing process and
quarterly review.
While DiamondRock has not finalized its quarterly financial statements or closing process, it
currently expects to report the following for the third fiscal quarter of 2009;
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RevPAR: DiamondRock expects its revenue per available room, or RevPAR, for the
third fiscal quarter to be approximately $107.50, which represents a decrease of 16.9
percent compared to the third fiscal quarter of 2008. |
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Hotel Adjusted EBITDA Margins: DiamondRock expects its Hotel Adjusted EBITDA
margins for its third fiscal quarter to have declined between 400 basis points and 450
basis points compared to its Hotel Adjusted EBITDA margins of approximately 26.8% in the
third fiscal quarter of 2008. |
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Adjusted EBITDA: DiamondRocks Adjusted EBITDA is expected to be between $27.0
million and $27.5 million, compared to Adjusted EBITDA of $40.5 million in the third
quarter of 2008. |
Although the third quarter results reflect the continuing challenges in todays operating
environment, we were pleased that our hotels continued to gain market share and our asset managers,
working in concert with our operators, did a solid job implementing cost containment measures. Moreover, DiamondRock was able to reduce its
leverage in the quarter and further strengthen its balance sheet to better position itself for the
future. stated Mark W. Brugger, Chief Executive Officer of DiamondRock Hospitality Company.
Non-GAAP Financial Measure
DiamondRock presents Adjusted EBITDA, which is a non-GAAP financial measure, because it believes it
is useful to investors as a key measure of its operating performance. DiamondRock cautions
investors that amounts presented in accordance with its definition of Adjusted EBITDA may not be
comparable to similar measures disclosed by other companies, since not all companies calculate
Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative
measure of DiamondRocks net income (loss), operating performance, cash flow or liquidity. Adjusted
EBITDA may include funds that may not be available for DiamondRocks discretionary use due to
functional requirements to conserve funds for capital expenditures and property acquisitions and
other commitments and uncertainties. Although DiamondRock believes that Adjusted EBITDA can enhance
your understanding of its results of operations, this non-GAAP financial measure, when viewed
individually, is not necessarily a better indicator of any trend as compared to GAAP measures such
as net income (loss) or cash flow from operations. In addition, you should be aware that adverse
economic and market conditions may harm DiamondRocks cash flow. Under this section, as required,
DiamondRock includes a quantitative reconciliation of Adjusted EBITDA to the most directly
comparable GAAP financial performance measure, which is net income (loss).
Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation and
amortization, which is then adjusted for the impact of non-cash ground rent and non-cash
amortization of unfavorable contract liabilities. DiamondRock believes it is a useful financial
performance measure for it and for its stockholders and is a complement to net income and other
financial performance measures provided in accordance with GAAP. DiamondRock uses Adjusted EBITDA
to measure the financial performance of its operating hotels because it excludes expenses such as
depreciation and amortization, taxes and interest expense, which are not indicative of operating
performance. By excluding interest expense, Adjusted EBITDA measures DiamondRocks financial
performance irrespective of its capital structure or how it finances its properties and operations.
By excluding depreciation and amortization expense, which can vary from hotel to hotel based on a
variety of factors unrelated to the hotels financial performance, DiamondRock can more accurately
assess the financial performance of its hotels. Under GAAP, hotels are recorded at historical cost
at the time of acquisition and are depreciated on a straight-line basis. By excluding depreciation
and amortization, DiamondRock believes Adjusted EBITDA provides a basis for measuring the financial
performance of hotels unrelated to historical cost. However, because Adjusted EBITDA excludes
depreciation and amortization, it does not measure the capital DiamondRock requires to maintain or
preserve its fixed assets. In addition, because Adjusted EBITDA does not reflect interest expense,
it does not take into account the total amount of interest DiamondRock pays on outstanding debt nor
does it show trends in interest costs due to changes in its borrowings or changes in interest
rates. Because DiamondRock uses Adjusted EBITDA to evaluate its financial performance, DiamondRock
reconciles it to net income (loss) which is the most comparable financial measure calculated and
presented in accordance with GAAP. Adjusted EBITDA does not represent cash generated from operating
activities determined in accordance with GAAP, and should not be considered as an alternative to
operating income or net income determined in accordance with GAAP as an indicator of performance or
as an alternative to cash flows from operating activities as an indicator of liquidity. The
following is a reconciliation between net income (loss) and Adjusted EBITDA (unaudited in
thousands):
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Fiscal Quarter Ended |
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Fiscal Quarter Ended |
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September 11, 2009 |
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September 5, 2008 |
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(Projected) |
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(Historical) |
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Low End |
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High End |
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Net income |
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$ |
600 |
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$ |
800 |
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$ |
12,212 |
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Interest expense |
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11,000 |
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11,000 |
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11,632 |
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Income tax benefit |
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(5,000 |
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(4,700 |
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(2,994 |
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Depreciation and amortization |
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19,000 |
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19,000 |
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18,257 |
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EBITDA |
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25,600 |
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26,100 |
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39,107 |
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Non-cash ground rent |
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1,800 |
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1,800 |
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1,768 |
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Non-cash amortization of
unfavorable contract
liabilities |
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(400 |
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(400 |
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(396 |
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Adjusted EBITDA |
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$ |
27,000 |
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$ |
27,500 |
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$ |
40,479 |
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About DiamondRock Hospitality Company
DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an
owner of premium hotel properties. DiamondRock owns 20 hotels with 9,600 rooms. For further
information, please visit DiamondRocks website at www.drhc.com.
This press release 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 anticipate, believe, could, estimate, expect, intend, may, plan,
predict, project, should, will, continue 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: changes in
preliminary third quarter results that may arise during the financial statement closing process and
quarterly review; national and local economic and business conditions that will affect occupancy
rates at its hotels and the demand for hotel products and services; operating risks associated with
the hotel business; risks associated with the level of its indebtedness and its ability to meet
covenants in its debt agreements; relationships with property managers; its ability to maintain its
properties in a first-class manner, including meeting capital expenditure requirements; its ability
to complete planned renovation on budget; its ability to compete effectively in areas such as
access, location, quality of accommodations and room rate structures; changes in travel patterns,
taxes and government regulations which influence or determine wages, prices, construction
procedures and costs; its ability to complete acquisitions; its ability to raise equity capital;
the performance of acquired properties after they are acquired; necessary capital expenditures on
the acquired properties; and its ability to continue to satisfy complex rules in order for
DiamondRock to qualify as a REIT for federal income tax purposes; and other risks and uncertainties
associated with its business described from time to time in its filings with the Securities and
Exchange Commission. Although DiamondRock 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
release is as of the date of this release, and DiamondRock undertakes no obligation to update any
forward-looking statement to conform the statement to actual results or changes in its
expectations.