Special Meeting to Approve Merger with
Pebblebrook Scheduled for November 27, 2018
Merger with Pebblebrook Expected to Close on
November 30, 2018
LaSalle Hotel Properties (NYSE: LHO) (“LaSalle” or the
“Company”) today announced results for the quarter ended September
30, 2018. The Company’s results are summarized below.
Third Quarter Year-to-Date 2018
2017 % Var. 2018
2017 % Var. (dollars in millions except per
share/unit data) Net (loss) income attributable to common
shareholders(1) $ (87.4 ) $ 31.1 -381.0 % $ (66.9 ) $ 162.7 -141.1
% Net (loss) income attributable to common shareholders per diluted
share(1) $ (0.79 ) $ 0.27 -392.6 % $ (0.61 ) $ 1.43 -142.7 %
RevPAR(2) $ 222.84 $ 216.95 2.7 % $ 206.55 $ 207.79 -0.6 % Hotel
EBITDAre Margin(2) 35.2 % 34.7 % 32.9 % 33.8 % Adjusted
EBITDAre(2) $ 99.0 $ 93.5 5.9 % $ 254.5 $ 265.7 -4.2 %
Adjusted FFO attributable to common shareholders and unitholders(2)
$ 81.4 $ 77.4 5.2 % $ 207.0 $ 220.2 -6.0 % Adjusted FFO
attributable to common shareholders and unitholders per diluted
share/unit(2) $ 0.74 $ 0.68 8.8 % $ 1.86 $ 1.94 -4.1 % (1)
2017 year-to-date net income included $85.5 million of gains from
the sales of Hotel Deca, Lansdowne Resort, Alexis Hotel, Hotel
Triton, and Westin Philadelphia. (2) See the discussion of non-GAAP
measures and the tables later in this press release for
reconciliations from net (loss) income to such measures, including
earnings before interest, taxes, depreciation and amortization
(“EBITDA”), adjusted EBITDA for real estate (“EBITDAre”), adjusted
funds from operations (“FFO”), and pro forma hotel EBITDAre. Room
revenue per available room (“RevPAR”) is presented on a pro forma
basis to reflect hotels in the Company’s current portfolio. See
“Statistical Data for the Hotels - Pro Forma” later in this press
release.
Michael D. Barnello, President and Chief Executive Officer of
LaSalle said, “During the third quarter, the industry and our
portfolio continued to benefit from strong lodging demand, and we
are pleased to have exceeded our expectations. We remain focused on
building on this momentum as we take an important next step to
maximize value through our combination with Pebblebrook. We are
committed to working closely with Pebblebrook to complete the
transaction on November 30th and realize the full benefits of our
strategic combination.”
“On behalf of LaSalle’s Board and management team, given we
expect this to be our final earnings release as LaSalle, we would
like to express our deep appreciation to our employees and hotel
operator partners, whose hard work and dedication have been
instrumental in making LaSalle the outstanding company it is
today.”
Third Quarter 2018 Results
- Net Loss: The Company’s net loss
attributable to common shareholders was $87 million. The third
quarter 2018 was negatively impacted by $112 million of
merger-related termination costs paid by Pebblebrook Hotel Trust
(“Pebblebrook”), on behalf of the Company, directly to affiliates
of The Blackstone Group L.P. (“Blackstone”), as required by the
previously announced merger agreement between LaSalle and
Blackstone (the “Blackstone Merger Agreement”). The Company
recorded an expense of $112 million related to its obligation to
pay the termination fee under the Blackstone Merger Agreement and a
corresponding liability on its balance sheet, as Pebblebrook was
required to fund the termination fee under the terms of the merger
agreement between LaSalle and Pebblebrook (the “Pebblebrook Merger
Agreement”).
- RevPAR: The Company’s third
quarter 2018 RevPAR grew 2.7% to $223, driven by a 1.5% increase in
average daily rate (“ADR”) to $247 and an occupancy growth of 1.2%
to 90.1%. Excluding the Company’s hotels managed by Kimpton and
Marriott, RevPAR increased 3.5% versus last year. Kimpton has been
working on systems integration with the IHG platform throughout
2018, and Marriott has been doing the same with Starwood’s former
systems. Excluding the Company’s two resorts in Key West, RevPAR
increased 2.2% compared to the third quarter 2017.
- Hotel EBITDAre Margin: The
Company’s hotel EBITDAre margin was 35.2% - an increase of 49 basis
points.
- Adjusted EBITDAre: The Company’s
adjusted EBITDAre was $99 million - an increase of $5 million
year-over-year.
- Adjusted FFO: The Company
generated adjusted FFO of $81 million, or $0.74 per diluted
share/unit, compared to $77 million, or $0.68 per diluted
share/unit, for the third quarter 2017.
Year-to-Date 2018 Results
- Net Loss: The Company’s net loss
attributable to common shareholders was $67 million. During the
first nine months of 2017, the Company sold five assets for a
combined gain of $86 million, which when taken together with the
$112 million termination fee this year described above,
significantly distorted the net (loss) income comparison
year-over-year.
- RevPAR: The Company’s RevPAR
decreased 0.6% to $207, driven by an occupancy decline of 0.6% to
84.5% and flat ADR at $245. Excluding the Company’s hotels managed
by Kimpton and Marriott, RevPAR was up 1.3% compared to last
year.
- Hotel EBITDAre Margin: The
Company’s hotel EBITDAre margin was 32.9% - a decline of 90 basis
points.
- Adjusted EBITDAre: The Company’s
adjusted EBITDAre was $255 million - a decrease of $11 million from
the same period in 2017. In the first nine months of 2017, the
Company earned $7 million of adjusted EBITDAre from assets sold in
2017, which negatively impacted the year-over-year comparison.
- Adjusted FFO: The Company
generated adjusted FFO of $207 million, or $1.86 per diluted
share/unit, compared to $220 million, or $1.94 per diluted
share/unit, for the first nine months of 2017.
Capital Investments: The Company invested $18 million of
capital in its hotels in the third quarter. The primary investments
during the quarter were for the Hilton San Diego Resort and Spa
guestroom renovation, which began in October, completion of a
meeting space renovation at the Marker San Francisco, and final
close-out payments for renovations completed during the first half
of the year.
Balance Sheet and Capital Markets Activities
- Balance Sheet Summary as of
September 30, 2018: The Company had total outstanding debt of
$1.1 billion, and total net debt to trailing 12 month Corporate
EBITDA (as defined in the financial covenant section of the
Company’s senior unsecured credit facility, adjusted for all cash
and cash equivalents on its balance sheet) was 2.5 times. The
Company’s fixed charge coverage ratio was 5.2 times, and its
weighted average interest rate for the third quarter was 3.4%. The
Company had capacity of $773 million available on its credit
facilities, in addition to $248 million of cash and cash
equivalents on its balance sheet.
- Share Repurchase Program: The
Company has not repurchased any common shares under its share
repurchase program since March 5, 2018.
Key West Impact Update: In the third quarter’s adjusted
EBITDAre, the Company recorded $2.7 million of business
interruption proceeds related to losses in 2017 and 2018 following
Hurricane Irma. The Company has settled its business interruption
claims for both of the Key West properties for a combined $5.3
million, which is fully recorded year-to-date through the third
quarter. The Company has also settled its property damage claim for
Southernmost Beach Resort for $1.4 million, and it did not file a
property damage claim for The Marker Waterfront Resort.
Pebblebrook Transaction: As previously announced on
September 6, 2018, LaSalle has entered into a definitive merger
agreement with Pebblebrook, under which Pebblebrook would acquire
100% of LaSalle’s outstanding common shares. Under the terms of the
Pebblebrook Merger Agreement, for each LaSalle common share owned,
each LaSalle shareholder may elect to receive either a fixed amount
of $37.80 in cash or a fixed exchange ratio of 0.92 Pebblebrook
common shares. A maximum of 30% of the outstanding LaSalle common
shares may elect to receive cash (and elections of cash will be
subject to pro rata cutbacks if holders of more than 30% of the
outstanding LaSalle common shares elect cash). LaSalle common
shares held by Pebblebrook will be excluded from the cash election
in the transaction, effectively increasing the maximum cash shares
to approximately 33% of the aggregate number of LaSalle common
shares outstanding immediately prior to the effective time of the
transaction. The transaction with Pebblebrook is subject to
customary closing conditions, including the approval of LaSalle’s
and Pebblebrook’s shareholders. The LaSalle Board recommends that
shareholders vote “FOR” the proposal to approve the merger and
other transactions contemplated by the Pebblebrook Merger Agreement
in advance of the special meeting of shareholders, which will be
held on November 27, 2018. The transaction is expected to close on
November 30, 2018 and is not contingent on receipt of
financing.
October 2018 RevPAR: The Company’s preliminary October
2018 RevPAR change is summarized below for the portfolio and the
major markets.
Preliminary October 2018 RevPAR Change All RevPAR
Changes Below Are Approximate Full
Portfolio 5.5 % Full Portfolio Excluding Key West
4.1 % Boston 12 % Chicago 8 % Los Angeles 3 % New
York 6 % San Diego Downtown 8 % San Francisco 14 % Washington, D.C.
-16 %
Fourth Quarter 2018 Outlook: The Company is providing a
fourth quarter outlook for 2018, as shown in the following
table.
Fourth Quarter 2018 Outlook
Current
Net income $17 to $19 million RevPAR Growth - Full Portfolio
4.5% to 6.0% RevPAR Growth - Ex. Key West 3.0% to 4.5% Hotel
EBITDAre Margin Change -30 bps to +30 bps Adjusted EBITDAre
$74 to $76 million
The Company expects its hotel operating expenses to be a bit
higher than normal in the fourth quarter due to some anomalies,
including additional real estate tax expense compared to the fourth
quarter 2017.
Third Quarter 2018 Earnings Call: Given the pending
transaction with Pebblebrook, the Company will not host an investor
conference call this quarter.
About LaSalle Hotel Properties
LaSalle Hotel Properties is a leading multi-operator real estate
investment trust. The Company owns 41 properties, which are
upscale, full-service hotels, totaling approximately 10,400 guest
rooms in 11 markets in seven states and the District of Columbia.
The Company focuses on owning, redeveloping and repositioning
upscale, full-service hotels located in urban, resort and
convention markets. LaSalle Hotel Properties seeks to grow through
strategic relationships with premier lodging groups, including
Access Hotels & Resorts, Accor, Benchmark Hospitality, Davidson
Hotel Company, Evolution Hospitality, HEI Hotels & Resorts,
Highgate Hotels, Hilton, Hyatt Hotels Corporation, IHG, JRK Hotel
Group, Inc., Marriott International, Noble House Hotels &
Resorts, Outrigger Lodging Services, Provenance Hotels, Two Roads
Hospitality, and Viceroy Hotel Group.
Additional Information about the Proposed Merger Transaction
and Where to Find It
This communication relates to the proposed merger transaction
pursuant to the terms of the Agreement and Plan of Merger, dated as
of September 6, 2018, as amended on September 18, 2018, by and
among Pebblebrook Hotel Trust, Pebblebrook Hotel, L.P., Ping Merger
Sub, LLC, Ping Merger OP, LP, LaSalle Hotel Properties and LaSalle
Hotel Operating Partnership, L.P. In connection with the proposed
merger transaction, on October 29, 2018, Pebblebrook filed with the
Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4 that includes a joint proxy statement/prospectus of
Pebblebrook and LaSalle that also constitutes a prospectus of
Pebblebrook. Pebblebrook and LaSalle also plan to file other
relevant documents with the SEC regarding the proposed merger
transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. You
may obtain a free copy of the joint proxy statement/prospectus and
other relevant documents (if and when they become available) filed
by Pebblebrook or LaSalle with the SEC at the SEC’s website at
www.sec.gov. Copies of the documents filed by Pebblebrook with the
SEC will be available free of charge on Pebblebrook’s website at
www.pebblebrookhotels.com or by contacting Pebblebrook’s Investor
Relations at (240) 507-1330. Copies of the documents filed by
LaSalle with the SEC will be available free by contacting LaSalle’s
Investor Relations at (301) 941-1500.
Certain Information Regarding Participants
Pebblebrook and LaSalle and their respective trustees, executive
officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies in respect
of the proposed merger transaction. You can find information about
Pebblebrook’s executive officers and trustees in Pebblebrook’s
definitive proxy statement filed with the SEC on April 27, 2018 in
connection with Pebblebrook’s 2018 annual meeting of shareholders.
You can find information about LaSalle’s executive officers and
directors in LaSalle’s definitive proxy statement filed with the
SEC on October 29, 2018 in connection with the special meeting of
shareholders. Additional information regarding the interests of
such potential participants will be included in the other relevant
documents filed with the SEC if and when they become available. You
may obtain free copies of these documents from Pebblebrook or
LaSalle using the sources indicated above.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the “Securities Act”).
Cautionary Statement Regarding Forward-Looking
Statements
This press release, together with other statements and
information publicly disseminated by the Company, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of
1934, as amended. The Company intends such forward-looking
statements to be covered by the safe harbor provisions for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 and includes this statement for
purposes of complying with these safe harbor provisions. The
forward-looking statements contained in this press release,
including statements regarding the proposed merger transaction and
the timing of such transaction, are subject to various risks and
uncertainties. Although the Company believes the expectations
reflected in any forward-looking statements contained herein are
based on reasonable assumptions, there can be no assurance that our
expectations will be achieved. Forward-looking statements, which
are based on certain assumptions and describe future plans,
strategies and expectations of the Company, are generally
identifiable by use of the words “believe,” “expect,” “intend,”
“anticipate,” “estimate,” “project,” or other similar expressions.
Such statements involve known and unknown risks, uncertainties, and
other factors that may cause the actual results of the Company to
differ materially from future results, performance or achievements
projected or contemplated in the forward-looking statements. Some
of the factors that may affect outcomes and results include, but
are not limited to: (i) risks associated with the Company’s ability
to obtain the shareholder approval required to consummate the
proposed merger transaction and the timing of the closing of the
proposed merger transaction, including the risks that a condition
to closing would not be satisfied within the expected timeframe or
at all or that the closing of the proposed merger transaction will
not occur, (ii) the outcome of any legal proceedings that may be
instituted against the parties and others related to the merger
agreement, (iii) unanticipated difficulties or expenditures
relating to the proposed merger transaction, the response of
business partners and competitors to the announcement of the
proposed merger transaction, and/or potential difficulties in
employee retention as a result of the announcement and pendency of
the proposed merger transaction, (iv) changes affecting the real
estate industry and changes in financial markets, interest rates
and foreign currency exchange rates, (v) increased or unanticipated
competition for the Company’s properties, (vi) risks associated
with the hotel industry, including competition for guests and
meetings from other hotels and alternative lodging companies,
increases in wages, energy costs and other operating costs,
potential unionization or union disruption, actual or threatened
terrorist attacks, any type of flu or disease-related pandemic and
downturns in general and local economic conditions, (vii) the
availability and terms of financing and capital and the general
volatility of securities markets, (viii) the Company’s dependence
on third-party managers of its hotels, including its inability to
implement strategic business decisions directly, (ix) risks
associated with the real estate industry, including environmental
contamination and costs of complying with the Americans with
Disabilities Act of 1990, as amended, and similar laws, (x) the
possible failure of the Company to maintain its qualification as a
REIT and the risk of changes in laws affecting REITs, (xi) the
possibility of uninsured losses, (xii) risks associated with
redevelopment and repositioning projects, including delays and cost
overruns, (xiii) the risk of a material failure, inadequacy,
interruption or security failure of the Company’s or the hotel
managers’ information technology networks and systems, and (xiv)
those additional risks and factors discussed in reports filed with
the SEC by the Company from time to time, including those discussed
under the heading “Risk Factors” in its most recently filed reports
on Form 10-K and 10-Q. The Company undertakes no obligation to
update or revise any forward- whether as a result of new
information, future events or otherwise. Investors should not place
undue reliance upon forward-looking statements.
For additional information or to receive press releases via
e-mail, please visit our website at
http://www.lasallehotels.com/
LASALLE HOTEL PROPERTIES
Consolidated Balance Sheets
(in thousands, except share and per share
data)
September 30, December 31, 2018
2017 (unaudited) Assets: Investment in hotel
properties, net $ 3,253,874 $ 3,265,615 Property under development
18,681 49,459 Cash and cash equivalents 248,164 400,667 Restricted
cash reserves 14,996 14,262 Hotel receivables (net of allowance for
doubtful accounts of $395 and $404, respectively) 41,732 35,916
Debt issuance costs for borrowings under credit facilities, net
2,456 3,274 Deferred tax assets 1,678 2,136 Prepaid expenses and
other assets 77,870 43,612 Total assets $ 3,659,451
$ 3,814,941
Liabilities: Borrowings under
credit facilities $ 0 $ 0 Term loans, net of unamortized debt
issuance costs 853,634 853,195 Bonds payable, net of unamortized
debt issuance costs 0 42,494 Mortgage loan, net of unamortized debt
issuance costs 224,806 224,432 Accounts payable and accrued
expenses 152,183 134,216 Advance deposits 33,371 26,625 Accrued
interest 2,354 2,383 Distributions payable 4,116 55,135 Deferred
deposit on Merger transaction 112,000 0 Total
liabilities 1,382,464 1,338,480 Commitments and
contingencies
Equity: Shareholders’ Equity: Preferred shares
of beneficial interest, $0.01 par value (liquidation preference of
$260,000), 40,000,000 shares authorized; 10,400,000 shares issued
and outstanding 104 104 Common shares of beneficial interest, $0.01
par value, 200,000,000 shares authorized; 113,251,427 shares issued
and 110,397,737 shares outstanding, and 113,251,427 shares issued
and 113,209,392 shares outstanding, respectively 1,132 1,132
Treasury shares, at cost (71,403 ) (1,181 ) Additional paid-in
capital, net of offering costs of $82,865 and $82,842, respectively
2,768,049 2,767,924 Accumulated other comprehensive income 23,242
10,880 Distributions in excess of retained earnings (447,478 )
(305,708 ) Total shareholders’ equity 2,273,646 2,473,151
Noncontrolling Interests: Noncontrolling interests in
consolidated entities 16 18 Noncontrolling interests of common
units in Operating Partnership 3,325 3,292 Total
noncontrolling interests 3,341 3,310 Total equity
2,276,987 2,476,461 Total liabilities and equity $
3,659,451 $ 3,814,941
LASALLE
HOTEL PROPERTIES Consolidated Statements of Operations and
Comprehensive (Loss) Income
(in thousands, except share and per share
data)
(unaudited)
For the three months ended For the nine months
ended September 30, September 30, 2018
2017 2018 2017 Revenues:
Hotel operating revenues: Room $ 214,283 $ 209,019 $ 589,371 $
609,769 Food and beverage 51,212 50,191 151,821 161,803 Other
operating department 26,915 24,243 71,543
66,728 Total hotel operating revenues 292,410 283,453
812,735 838,300 Other income 5,588 2,403 12,895
9,005 Total revenues 297,998 285,856
825,630 847,305
Expenses: Hotel operating
expenses: Room 57,347 55,474 162,418 163,068 Food and beverage
37,574 37,628 111,655 116,908 Other direct 3,683 2,793 10,055 9,631
Other indirect 71,576 69,207 204,823 212,040
Total hotel operating expenses 170,180 165,102 488,951
501,647 Depreciation and amortization 46,318 43,355 138,490 134,684
Real estate taxes, personal property taxes and insurance 17,600
16,663 49,936 46,867 Ground rent 4,790 4,788 12,864 11,996 General
and administrative 6,313 6,475 19,496 19,946 Costs related to the
Mergers and unsolicited takeover offers 9,917 0 21,248 0 Other
expenses 1,351 3,179 4,160 6,656 Total
operating expenses 256,469 239,562 735,145
721,796 Operating income 41,529 46,294 90,485 125,509
Interest income 670 951 2,073 1,408 Interest expense (10,587 )
(10,026 ) (31,205 ) (29,276 ) Loss from extinguishment of debt 0 0
0 (1,706 ) Merger termination fee (112,000 ) 0 (112,000 ) 0
(Loss) income before income tax expense (80,388 ) 37,219
(50,647 ) 95,935 Income tax expense (2,850 ) (1,978 ) (3,816 )
(2,208 ) (Loss) income before gain on sale of properties (83,238 )
35,241 (54,463 ) 93,727 Gain on sale of properties 0 31
0 85,545 Net (loss) income (83,238 ) 35,272
(54,463 ) 179,272 Net income attributable to
noncontrolling interests: Noncontrolling interests in consolidated
entities 0 0 (8 ) (8 ) Noncontrolling interests of common units in
Operating Partnership (55 ) (49 ) (114 ) (242 ) Net income
attributable to noncontrolling interests (55 ) (49 ) (122 ) (250 )
Net (loss) income attributable to the Company (83,293 ) 35,223
(54,585 ) 179,022 Distributions to preferred shareholders (4,116 )
(4,116 ) (12,347 ) (13,908 ) Issuance costs of redeemed preferred
shares 0 0 0 (2,401 ) Net (loss) income
attributable to common shareholders $ (87,409 ) $ 31,107 $
(66,932 ) $ 162,713
LASALLE HOTEL
PROPERTIES Consolidated Statements of Operations and
Comprehensive (Loss) Income - Continued
(in thousands, except share and per share
data)
(unaudited)
For the three months ended For the nine months
ended September 30, September 30, 2018
2017 2018 2017 Earnings per
Common Share - Basic: Net (loss) income attributable to common
shareholders excluding amounts attributable to unvested restricted
shares $ (0.79 ) $ 0.27 $ (0.61 ) $ 1.44
Earnings
per Common Share - Diluted: Net (loss) income attributable to
common shareholders excluding amounts attributable to unvested
restricted shares $ (0.79 ) $ 0.27 $ (0.61 ) $ 1.43
Weighted average number of common shares outstanding: Basic
110,124,868 113,007,475 110,793,969 112,961,365 Diluted 110,124,868
113,383,360 110,793,969 113,343,711
Comprehensive (Loss)
Income: Net (loss) income $ (83,238 ) $ 35,272 $ (54,463 ) $
179,272 Other comprehensive income: Unrealized gain (loss) on
interest rate derivative instruments 2,280 517 14,166 (34 )
Reclassification adjustment for amounts recognized in net (loss)
income (1,078 ) 547 (1,787 ) 2,030 (82,036 ) 36,336
(42,084 ) 181,268 Comprehensive income attributable to
noncontrolling interests: Noncontrolling interests in consolidated
entities 0 0 (8 ) (8 ) Noncontrolling interests of common units in
Operating Partnership (57 ) (51 ) (131 ) (245 ) Comprehensive
income attributable to noncontrolling interests (57 ) (51 ) (139 )
(253 ) Comprehensive (loss) income attributable to the Company $
(82,093 ) $ 36,285 $ (42,223 ) $ 181,015
LASALLE HOTEL PROPERTIES FFO, EBITDA
and EBITDAre
(in thousands, except share/unit and per
share/unit data)
(unaudited)
For the three months ended For the nine months
ended September 30, September 30, 2018
2017 2018 2017 Net (loss) income
$ (83,238 ) $ 35,272 $ (54,463 ) $ 179,272 Depreciation 46,139
43,205 137,988 134,264 Amortization of deferred lease costs 135 104
378 274 Gain on sale of properties 0 (31 ) 0 (85,545
)
FFO $ (36,964 ) $
78,550 $ 83,903 $ 228,265
Distributions to preferred shareholders (4,116 ) (4,116 ) (12,347 )
(13,908 ) Issuance costs of redeemed preferred shares 0 0
0 (2,401 )
FFO attributable to common shareholders
and unitholders $ (41,080 ) $
74,434 $ 71,556 $ 211,956
Pre-opening, management transition, severance expenses and other
493 126 1,628 377 Costs related to the Mergers and unsolicited
takeover offers 9,917 0 21,248 0 Merger termination fee 112,000 0
112,000 0 Issuance costs of redeemed preferred shares 0 0 0 2,401
Loss from extinguishment of debt 0 0 0 1,706 Hurricane related
repairs and cleanup costs, net of property insurance proceeds (366
) 2,338 (918 ) 2,338 Loss from The Marker Waterfront Resort
original development deficiencies 0 0 145 0 Non-cash ground rent
449 459 1,352 1,384
Adjusted FFO
attributable to common shareholders and unitholders $
81,413 $ 77,357 $
207,011 $ 220,162 Weighted
average number of common shares and units outstanding: Basic
110,270,091 113,152,698 110,939,192 113,106,588 Diluted 110,736,269
113,528,583 111,373,605 113,488,934
FFO attributable to common
shareholders and unitholders per diluted share/unit $
(0.37 ) $ 0.66 $ 0.64
$ 1.87 Adjusted FFO attributable to common
shareholders and unitholders per diluted share/unit $
0.74 $ 0.68 $ 1.86 $
1.94 For the three months ended For
the nine months ended September 30, September 30,
2018 2017 2018 2017 Net (loss) income $
(83,238 ) $ 35,272 $ (54,463 ) $ 179,272 Interest expense 10,587
10,026 31,205 29,276 Income tax expense 2,850 1,978 3,816 2,208
Depreciation and amortization 46,318 43,355 138,490
134,684
EBITDA $ (23,483
) $ 90,631 $ 119,048 $
345,440 Gain on sale of properties 0 (31 ) 0
(85,545 )
EBITDAre $ (23,483 ) $
90,600 $ 119,048 $ 259,895
Pre-opening, management transition, severance expenses and other
493 126 1,628 377 Costs related to the Mergers and unsolicited
takeover offers 9,917 0 21,248 0 Merger termination fee 112,000 0
112,000 0 Loss from extinguishment of debt 0 0 0 1,706 Hurricane
related repairs and cleanup costs, net of property insurance
proceeds (366 ) 2,338 (918 ) 2,338 Loss from The Marker Waterfront
Resort original development deficiencies 0 0 145 0 Non-cash ground
rent 449 459 1,352 1,384
Adjusted
EBITDAre $ 99,010 $ 93,523 $
254,503 $ 265,700 Corporate expense 8,253
7,498 24,051 24,666 Interest and other income (6,260 ) (3,354 )
(14,970 ) (10,414 ) Pro forma hotel level adjustments, net(1) 2,909
524 5,479 (5,729 )
Hotel EBITDAre
$ 103,912 $ 98,191
$ 269,063 $ 274,223
(1)
Pro forma includes all properties owned by
the Company as of September 30, 2018.
LASALLE HOTEL PROPERTIES Hotel
Operational Data
Schedule of Property Level Results -
Pro Forma(1)
(in thousands)
(unaudited)
For the three months ended For the nine months
ended September 30, September 30, 2018
2017 2018 2017 Revenues:
Room $ 214,283 $ 208,598 $ 589,371 $ 592,834 Food and beverage
51,212 50,284 151,821 153,556 Other 29,540 23,806
76,187 64,590 Total hotel revenues 295,035
282,688 817,379 810,980
Expenses: Room 57,347 55,223 162,418 158,957 Food and
beverage 37,574 37,522 111,655 111,975 Other direct 3,674 2,802
10,039 7,743 General and administrative 19,836 19,159 58,572 57,692
Information and telecommunications systems 3,764 3,833 11,684
12,066 Sales and marketing 19,057 18,247 55,864 55,073 Management
fees 10,086 9,764 26,675 27,570 Property operations and maintenance
9,251 9,021 27,075 27,007 Energy and utilities 7,149 7,016 19,654
19,606 Property taxes 15,789 15,048 44,849 41,135 Other fixed
expenses(2) 7,596 6,862 19,831 17,933
Total hotel expenses 191,123 184,497 548,316
536,757
Hotel EBITDAre $ 103,912
$ 98,191 $ 269,063
$ 274,223 Hotel EBITDAre Margin
35.2 % 34.7 % 32.9 %
33.8 % (1) This schedule includes the
operating data for the three and nine months ended September 30,
2018 and 2017 for all properties owned by the Company as of
September 30, 2018. (2) Other fixed expenses includes ground rent
expense, but excludes ground rent payments for The Roger and Harbor
Court in all periods due to the hotels being subject to capital
leases of land and building under GAAP. At The Roger, the base
ground rent payments were $99 and $298 for the three and nine
months ended September 30, 2018 and 2017, respectively. At Harbor
Court, the base and participating ground rent payments were $372
and $937 for the three and nine months ended September 30, 2018,
respectively, and $335 and $921 for the three and nine months ended
September 30, 2017, respectively.
LASALLE HOTEL
PROPERTIES
Statistical Data for the Hotels - Pro
Forma(1)
(unaudited)
For the three months ended For the nine months
ended September 30, September 30, 2018
2017 2018 2017 Total Portfolio
Occupancy 90.1 % 89.0 % 84.5 % 85.0 % Increase (Decrease) 1.2 %
(0.6 )% ADR $ 247.43 $ 243.77 $ 244.53 $ 244.42 Increase 1.5 % 0.0
%
RevPAR $ 222.84 $ 216.95
$ 206.55 $ 207.79 Increase
(Decrease) 2.7 % (0.6 )%
For the three months
endedSeptember 30, 2018
For the nine months
endedSeptember 30, 2018
Market Detail RevPAR Variance % Boston 5.6% (0.3)%
Chicago 7.8% 3.8% Key West 22.4% (0.8)% Los Angeles (6.4)% (7.9)%
New York (1.5)% 2.4%
Other(2)
1.9% 2.3% San Diego Downtown 3.6% 1.2% San Francisco 11.4% 6.3%
Washington, DC (9.2)% (11.1)%
Kimpton and Marriott Integration
Impact Detail Kimpton and Marriott managed hotels 0.6%
(5.5)%
All other hotels 3.5% 1.3% (1) Pro forma includes the
statistical data for all properties owned by the Company as of
September 30, 2018. (2) Other includes The Heathman Hotel in
Portland, Chaminade Resort in Santa Cruz, Embassy Suites
Philadelphia - Center City in Philadelphia, L’Auberge Del Mar in
Del Mar, and The Hilton San Diego Resort and Paradise Point Resort
in San Diego.
LASALLE HOTEL PROPERTIES 2018
Outlook - EBITDAre and Adjusted EBITDAre
(in millions)
(unaudited)
For the three months ending December 31, 2018
Low High Net income $ 16.5 $ 18.8 Interest
expense and income tax benefit 10.6 10.7 Depreciation and
amortization 46.2 46.2
EBITDAre $ 73.3
$ 75.7 Non-cash ground rent 0.4 0.4
Adjusted EBITDAre $ 73.7 $
76.1
The midpoint of the Company’s fourth quarter 2018 outlook for
hotel EBITDAre margin change is calculated using estimated hotel
revenue of $265 million and estimated hotel expenses of $183
million.
Non-GAAP Financial Measures
The Company considers the non-GAAP measures of FFO (including
FFO per share/unit), adjusted FFO (including adjusted FFO per
share/unit), EBITDA, EBITDAre, adjusted EBITDAre and hotel EBITDAre
to be key supplemental measures of the Company’s performance and
should be considered along with, but not as alternatives to, net
income or loss as a measure of the Company’s operating performance.
Historical cost accounting for real estate assets implicitly
assumes that the value of real estate assets diminishes predictably
over time. Since real estate values instead have historically risen
or fallen with market conditions, most real estate industry
investors consider FFO, adjusted FFO, EBITDA, EBITDAre, adjusted
EBITDAre and hotel EBITDAre to be helpful in evaluating a real
estate company’s operations.
FFO, adjusted FFO, EBITDA, EBITDAre, adjusted EBITDAre and hotel
EBITDAre do not represent cash generated from operating activities
as determined by GAAP and should not be considered as alternatives
to net income or loss, cash flows from operations or any other
operating performance measure prescribed by GAAP. FFO, adjusted
FFO, EBITDA, EBITDAre, adjusted EBITDAre and hotel EBITDAre are not
measures of the Company’s liquidity, nor are such measures
indicative of funds available to fund the Company’s cash needs,
including its ability to make cash distributions. These
measurements do not reflect cash expenditures for long-term assets
and other items that have been or will be incurred. FFO, adjusted
FFO, EBITDA, EBITDAre, adjusted EBITDAre and hotel EBITDAre may
include funds that may not be available for management’s
discretionary use due to functional requirements to conserve funds
for capital expenditures, property acquisitions and other
commitments and uncertainties. To compensate for this, management
considers the impact of these excluded items to the extent they are
material to operating decisions or the evaluation of the Company’s
operating performance.
FFO
The white paper on FFO approved by the National Association of
Real Estate Investment Trusts (“NAREIT”) defines FFO as net income
or loss (computed in accordance with GAAP), excluding gains or
losses from sales of properties and items classified by GAAP as
extraordinary, plus real estate-related depreciation and
amortization and impairment writedowns, and after comparable
adjustments for the Company’s portion of these items related to
unconsolidated entities and joint ventures. The Company computes
FFO consistent with the standards established by NAREIT, which may
not be comparable to FFO reported by other REITs that do not define
the term in accordance with the current NAREIT definition or that
interpret the current NAREIT definition differently than the
Company.
With respect to FFO, the Company believes that excluding the
effect of extraordinary items, real estate-related depreciation and
amortization and impairments, and the portion of these items
related to unconsolidated entities, all of which are based on
historical cost accounting and which may be of limited significance
in evaluating current performance, can facilitate comparisons of
operating performance between periods and between REITs, even
though FFO does not represent an amount that accrues directly to
common shareholders. However, FFO may not be helpful when comparing
the Company to non-REITs.
EBITDA and EBITDAre
EBITDA represents net income or loss (computed in accordance
with GAAP), excluding interest expense, income tax, depreciation
and amortization. The white paper “Earnings Before Interest, Taxes,
Depreciation and Amortization for Real Estate” approved by NAREIT
defines EBITDAre as net income or loss (computed in accordance
with GAAP), excluding interest expense, income tax, depreciation
and amortization, gains or losses on the disposition of depreciated
property (including gains or losses on change of control),
impairment write-downs of depreciated property and of investments
in unconsolidated affiliates caused by a decrease in value of
depreciated property in the affiliate, and after comparable
adjustments for the Company’s portion of these items related to
unconsolidated affiliates. The Company computes EBITDAre consistent
with the standards established by NAREIT, which may not be
comparable to EBITDAre reported by other REITs that do not define
the term in accordance with the current NAREIT definition or that
interpret the current NAREIT definition differently than the
Company.
With respect to EBITDA, the Company believes that excluding the
effect of non-operating expenses and non-cash charges, and the
portion of these items related to unconsolidated entities, all of
which are also based on historical cost accounting and may be of
limited significance in evaluating current performance, can help
eliminate the accounting effects of depreciation and amortization,
and financing decisions and facilitate comparisons of core
operating profitability between periods and between REITs, even
though EBITDA also does not represent an amount that accrues
directly to common shareholders. In addition, the Company believes
the presentation of EBITDAre, which adjusts for certain additional
items including gains on sale of property, allows for
meaningful comparisons with other REITs and between periods and is
more indicative of the ongoing performance of its assets.
Adjusted FFO and Adjusted EBITDAre
The Company presents adjusted FFO (including adjusted FFO per
share/unit) and adjusted EBITDAre, which measures are adjusted for
certain additional items, including impairment losses (to the
extent included in EBITDAre), loss from extinguishment of debt,
acquisition transaction costs, costs associated with management
transitions or the departure of executive officers, costs
associated with the recognition of issuance costs related to the
redemption of preferred shares, non-cash ground rent and certain
other items. The Company excludes these items as it believes it
allows for meaningful comparisons with other REITs and between
periods and is more indicative of the ongoing performance of its
assets. As with FFO, EBITDA and EBITDAre, the Company’s calculation
of adjusted FFO and adjusted EBITDAre may be different from similar
adjusted measures calculated by other REITs.
Hotel EBITDAre
The Company also presents hotel EBITDAre, which excludes the
effect of corporate-level expenses, non-cash items, and the portion
of these items related to unconsolidated entities. In addition,
hotel EBITDAre is presented on a pro forma basis to include the
results of operations of certain hotels under previous ownership
acquired during the periods presented and exclude the results of
operations of any hotels sold or closed for renovations during the
periods presented. Results for the hotels for periods prior to the
Company’s ownership were provided by prior owners and have not been
adjusted by the Company or audited by its auditors. The Company
believes that presenting pro forma hotel EBITDAre, excluding the
effect of corporate-level expenses, non-cash items, and the portion
of these items related to unconsolidated entities, provides a more
complete understanding of the operating results over which the
individual hotels and operators have direct control. The Company
believes these property-level results provide investors with
supplemental information on the ongoing operational performance of
each of the hotels and the effectiveness of the third-party
management companies operating the Company’s business on a
property-level basis.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181101006065/en/
LaSalle Hotel PropertiesKenneth G. Fuller or Max D.
Leinweber301-941-1500orMacKenzie Partners, Inc.Bob
Marese212-929-5405orMedia:Joele Frank, Wilkinson Brimmer
KatcherMeaghan Repko / Andrew Siegel212-355-4449
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