Sunstone Hotel Investors Reports Results for Third Quarter 2009

SAN CLEMENTE, Calif., Nov. 4 /PRNewswire-FirstCall/ -- Sunstone Hotel Investors, Inc. (the "Company") today announced results for the third quarter ended September 30, 2009.

All RevPAR and hotel EBITDA margin information presented reflect the 38 hotel portfolio on a pro forma basis, which excludes the W San Diego, which was conveyed to a receiver during the third quarter, and the Marriott Ontario Airport, which is in the process of being conveyed to a receiver.

   Third Quarter 2009 Operational Results:   --  Total revenue was $176.0 million.   --  Total RevPAR was $101.78.   --  Loss attributable to common stockholders was $23.1 million.   --  Loss attributable to common stockholders per diluted share was $0.31.   --  Adjusted EBITDA was $40.1 million.   --  Adjusted FFO available to common stockholders was $10.3 million.   --  Adjusted FFO available to common stockholders per diluted share was       $0.14.    --  Hotel EBITDA margin was 23.8%.    

Art Buser, President and Chief Executive Officer, stated, "We continue to drive operational efficiencies throughout our portfolio resulting in impressive margin performance which we believe will enhance our operations for years to come. We also have executed on a number of finance initiatives designed to reduce corporate risk and provide capacity to capitalize on future opportunities. Going forward, we believe nimble, well-capitalized public lodging companies will have opportunities to create significant long-term shareholder value."

                                SELECTED FINANCIAL DATA                  ($in millions, except RevPAR and per share amounts)                                     (unaudited)                                      ----------                        Three Months Ended             Nine Months Ended                          September 30,                 September 30,                       ------------------            -----------------                     2009     2008     % Change    2009     2008     % Change                     ----     ----     --------    ----     ----     --------   Total Revenue    $176.0   $220.1     (20.0)%    $536.7   $663.0    (19.0)%   Total RevPAR (1) 101.78  $127.49     (20.2)%   $100.75  $125.43    (19.7)%   Income available    (loss    attributable)    to common    stockholders    $(23.1)    $4.4    (625.0)%   $(157.7)   $61.6   (356.0)%   Income available    (loss    attributable)    to common    stockholders    per diluted    share           $(0.31)   $0.09    (444.4)%    $(2.53)   $1.11   (327.9)%   EBITDA            $37.9    $68.5     (44.7)%     $27.8   $257.2    (89.2)%   Adjusted EBITDA   $40.1    $68.5     (41.5)%    $123.8   $215.1    (42.4)%   FFO available    to common    stockholders      $5.0    $36.5     (86.3)%    $(55.7)  $119.1   (146.8)%   Adjusted FFO    available to    common    stockholders     $10.3    $36.5     (71.8)%     $31.0   $119.1    (74.0)%   FFO available to    common    stockholders per    diluted    share (2)        $0.07    $0.68     (89.7)%    $(0.89)   $1.99   (144.7)%   Adjusted FFO    available to    common    stockholders    per diluted    share (2)        $0.14    $0.68     (79.4)%     $0.50    $1.99    (74.9)%   Hotel EBITDA    margin (1)       23.8%    29.5%    (570) bps    24.5%    29.5%  (500) bps      (1)  Includes the 38 hotels we owned as of September 30, 2009, excluding        the Marriott Ontario Airport reclassified as "Operations Held for        Non-Sale Disposition" on our balance sheets and statements of        operations, and the W San Diego reclassified as discontinued        operations on our balance sheets and statements of operations.    (2)  Reflects Series C convertible preferred stock on an "as-converted"        basis if such treatment is dilutive.   

Contemporaneously with this press release, the Company has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.

Disclosure regarding the non-GAAP financial measures in this release is included on pages 5 and 6. Disclosure regarding the Hotel EBITDA Margin is included on page 6 of this release. Reconciliations of non-GAAP financial measures to the most comparable GAAP measure for each of the periods presented are included on pages 9 and 10 of this release.

Transactions

Equity Offering. Subsequent to the end of the Company's third quarter, the Company issued 23,000,000 shares of its common stock, including the underwriters' over-allotment of 3,000,000 shares. Net proceeds from this offering of approximately $158.6 million were contributed to Sunstone Hotel Partnership LLC, a subsidiary, which will use the proceeds for working capital and other general corporate purposes, which may include hotel acquisitions.

Secured Finance Initiatives. The Company has initiated a secured debt restructuring program to proactively address value and cash flow deficits among certain of its mortgaged hotels. The primary goal of this program is to achieve benefits for the Company's stockholders through loan amendments, or in certain cases, consensual transfers to the lenders of the hotel assets in full satisfaction of the debt. Loans within the Company's secured debt restructuring program generally meet two criteria: (1) the hotel is not generating sufficient cash flow to cover debt service, and under the current terms of the mortgage, the hotel is not expected to generate sufficient cash flow for the foreseeable future, and (2) the present value of the hotel is significantly less than the principal amount of the applicable loan. The loans secured by such hotels, subject to customary exceptions, are non-recourse to the Company. As of September 30, 2009, five of the Company's loans totaling $471.4 million are or have been subject to the Company's secured debt restructuring program. Each of these five loans is discussed further below.

W San Diego. Effective September 30, 2009, possession and control of the W San Diego was transferred to a court-appointed receiver. In connection with this transfer, the Company deconsolidated this hotel and reclassified the assets and liabilities, including the $29.0 million hotel asset and the hotel's $65.0 million mortgage indebtedness, to discontinued operations on its balance sheets. Additionally, the Company reclassified the W San Diego's results of operations and cash flows to discontinued operations on its statements of operations and cash flows. Once title to the hotel is transferred, the Company will record a gain on extinguishment of debt, and the net assets and liabilities will be removed from the Company's balance sheets.

Marriott Ontario Airport. In September 2009, the Company elected to cease the subsidization of debt service on the non-recourse mortgage for the Marriott Ontario Airport, which may result in a default under the non-recourse mortgage. The Company believes the value of this hotel is now significantly less than the principal amount of the mortgage. Prior to the time that the Company elected to discontinue subsidizing operating expenses at this hotel, the Company made several attempts to work with the special servicer handling the Marriott Ontario Airport loan to seek modification of the repayment terms. While the special servicer declined the Company's request for a proposed modification of this loan, the lender was under no duty to agree to any such proposed modification. At this point, the Company does not expect further negotiation with the special servicer, and the Company is prepared to convey the hotel to the lender in lieu of repayment of the debt. In conjunction with this potential default, the Company has reclassified the assets, liabilities and results of operations of the Marriott Ontario Airport to "operations held for non-sale disposition" on its balance sheets, statements of operations and statements of cash flows. This hotel had a net book value of $16.6 million, and the amount of debt outstanding under the mortgage was $25.5 million at September 30, 2009.

Renaissance Westchester. In August 2009, the Company elected to cease the subsidization of debt service on the non-recourse mortgage for the Renaissance Westchester, which resulted in a default under the mortgage. The Company believes the value of this hotel is now significantly less than the principal amount of the mortgage. The Company continues to work with the special servicer responsible for the Renaissance Westchester loan towards reaching a modification of this loan, but the Company cannot provide any assurance that it will achieve such a result. Absent a modification, the Company may elect to surrender the hotel to the lender or cooperate with the lender's appointment of a receiver. This hotel had a net book value of $25.0 million, and the amount of debt outstanding under the mortgage was $29.4 million at September 30, 2009.

Massachusetts Mutual Life Insurance Company. The Company currently is in discussions with Massachusetts Mutual Life Insurance Company, or Mass Mutual, to negotiate an amendment to a $246.3 million, 5.95% non-recourse mortgage loan that matures in 2011. The Company elected not to make the November 1 debt service payment on this loan, which is expected to result in a default under this loan. This loan is currently secured by 11 of the Company's hotels, comprised of 2,587 rooms --Renaissance Atlanta Concourse; Hilton Huntington; Courtyard by Marriott Los Angeles; Residence Inn by Marriott Manhattan Beach; Marriott Provo; Kahler Inn & Suites Rochester; Marriott Rochester; Courtyard by Marriott San Diego (Old Town); Holiday Inn Downtown, San Diego; Holiday Inn Express San Diego (Old Town); and Marriott Salt Lake City (University Park). The Company is seeking an amendment to the terms of this loan because it believes that the present value of the hotels securing this loan is currently less than the outstanding principal amount of this loan. The Company cannot provide any assurances that it will be successful in its efforts to amend the terms of this loan. Absent an amendment, the Company may elect to surrender the hotels to the lender or cooperate with the lender's appointment of a receiver. The 11 hotels securing this loan had a net book value including goodwill of $258.8 million at September 30, 2009.

Renaissance Baltimore. The Company is currently finalizing an amendment to the $105.2 million non-recourse mortgage loan secured by the Renaissance Baltimore. If executed, the amendment would result in the elimination of amortization on this loan for a period of up to 30 months. The Company anticipates executing this amendment during the fourth quarter.

Hotel Sales. On July 31, 2009, the Company sold the 202-room Hyatt Suites Atlanta Northwest for gross proceeds of $8.5 million, which equates to 22.7x projected 2009 EBITDA.

Hotel Acquisitions. The Company believes that the recent declines in demand for lodging and continuing capital constraints may lead to opportunities to acquire hotels at discount valuations. The Company is actively analyzing various potential hotel acquisition opportunities, with prioritization based on the following criteria:

   --  Valuation: The Company is analyzing acquisition targets that are       expected to trade at a discount relative to the Company's current       enterprise value per key and/or EBITDA multiple.   --  Value-Add: As the costs of construction, renovations, labor and       materials have declined from peak levels, the Company is evaluating       acquisitions where selective renovation/repositioning work add value.   --  Synergies: Economies of scale, ownership efficiencies, improved       pricing power and staff sharing, may be realized by owning multiple       hotels within the same market.   --  Outperforming Markets: The Company seeks to invest in strong locations       within markets that are expected to outperform the U.S. average in       terms of growth in lodging demand.    --  Pipeline: The Company is exploring preferred relationships with       current owners of hotel real estate, who may look to divest of such       real estate in the future.   

While discount acquisition opportunities appear to be increasing in number, there can be no assurances that the Company will be successful in executing on its plan to acquire quality hotel assets at discount valuations.

Balance Sheet/Liquidity Update

Ken Cruse, Chief Financial Officer, stated, "We continue to proactively manage our balance sheet, and remain focused on creating long-term stockholder value. Through the successful execution of our various finance initiatives this year, we have positioned the Company to enter the next business cycle in a position of strength."

As of September 30, 2009, the Company had approximately $251.3 million of cash and cash equivalents, including restricted cash of $48.7 million. Subsequent to September 30, 2009, the Company increased its cash position by approximately $158.6 million to approximately $409.9 million as net proceeds were received from the Company's equity offering. As of September 30, 2009, the Company had no outstanding indebtedness under its $85.0 million credit facility, and had $3.1 million in outstanding irrevocable letters of credit backed by the credit facility. The Company continues to maintain a higher than historical cash balance in light of the ongoing economic downturn and for acquisition opportunities.

On September 30, 2009, excluding the Marriott Ontario Airport and the W San Diego, total assets were $2.5 billion, including $2.2 billion of net investments in hotel properties, total debt was $1.4 billion and stockholders' equity was $0.9 billion.

Financial Covenants

The Company is subject to compliance with various covenants under its credit facility, its Series C preferred stock, and its 4.6% Exchangeable Senior Notes due 2027 (the "Senior Notes"). If the Company fails to meet certain of the credit facility's covenants, a default may occur, which may result in a reduction in, or the complete elimination of, funds available under the credit facility. If the Company fails to meet certain financial covenants for four consecutive quarters with respect to the Company's Series C preferred stock, a financial ratio violation will occur. As anticipated, as of September 30, 2009, the Company failed one of the financial covenants regarding its Series C preferred stock. If the Company remains out of compliance with this covenant for the next three quarters, a financial ratio violation will occur. If a financial ratio violation occurs, among other things, the Company would be restricted from paying dividends on its common stock, and would incur a 50 basis point per quarter dividend increase on the Series C preferred stock. Additionally, the Series C preferred stockholders would gain the right to appoint one board member. Unless operations improve from current levels, the Company believes it may incur a financial ratio violation with respect to its Series C preferred stock during the second half of 2010. In the event the Company were to default on indebtedness in excess of $300.0 million, and such default resulted in the acceleration of the maturity of such indebtedness, either the trustee or the holders of not less than 25% in principal amount of the outstanding Senior Notes may declare the Senior Notes and any unpaid interest due and payable. As of November 4, 2009, the only indebtedness currently in default and whose maturity has been accelerated is the $29.4 million non-recourse loan for the Renaissance Westchester.

Goodwill and Other Impairment Losses

During the third quarter of 2009, in light of the continuing economic turbulence, the Company determined that an intra-year impairment analysis should be performed as of September 30, 2009. In conjunction with this impairment evaluation, the Company determined that the goodwill associated with the Marriott Rochester may be impaired as of September 30, 2009, and, accordingly, the Company recorded an impairment loss of $2.2 million to goodwill and other impairment losses.

Hotel Renovations

During the third quarter of 2009, the Company invested $7.4 million in capital projects.

Dividend Update

On October 21, 2009, the Company's board of directors declared a cash dividend of $0.50 per share payable to its Series A cumulative redeemable preferred stockholders and a cash dividend of $0.393 per share payable to its Series C cumulative convertible redeemable preferred stockholders. The dividends will be paid on January 15, 2010 to stockholders of record on December 31, 2009. No dividend was declared on the Company's common stock.

The Company intends to make dividends on its stock in amounts equivalent to 100% of its annual taxable income. The level of any future dividends will be determined by the Company's board of directors after considering taxable income projections, expected capital requirements, and risks affecting the Company's business. In light of the Company's intent to distribute 100% of its annual taxable income, future dividends may be reduced from past levels, or eliminated entirely. Dividends may be made in the form of cash or a combination of cash and stock consistent with Internal Revenue Code regulations.

Earnings Call

The Company will host a conference call to discuss third quarter results on November 4, 2009, at 2:00 p.m. PST. A live web cast of the call will be available via the Investor Relations section of the Company's website at http://www.sunstonehotels.com/. Alternatively, investors may dial 1-877-941-2927 (for domestic callers) or 1-480-629-9725 (for international callers) with passcode #4173224. A replay of the web cast will also be archived on the website.

About Sunstone Hotel Investors, Inc.

Sunstone Hotel Investors, Inc. is a lodging real estate investment trust ("REIT") that, as of the date hereof, has interests in 40 hotels comprised of 14,006 rooms primarily in the upper-upscale segment operated under nationally recognized brands, such as Marriott, Hyatt, Fairmont and Hilton. For further information, please visit the Company's website at http://www.sunstonehotels.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," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will" 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 that 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: volatility in the debt or equity markets affecting our ability to acquire or sell hotel assets; national and local economic and business conditions, including the likelihood of a prolonged U.S. recession; the ability to maintain sufficient liquidity and our access to capital markets; potential terrorist attacks, which would affect occupancy rates at our hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of our indebtedness and our ability to meet covenants in our debt and equity agreements; relationships with property managers and franchisors; our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; our 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; our ability to identify, successfully compete for and complete acquisitions; the performance of hotels after they are acquired; necessary capital expenditures and our ability to fund them and complete them with minimum disruption; our ability to continue to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes; and other risks and uncertainties associated with our business described in the Company's filings with the Securities and Exchange Commission. 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 forward-looking information in this release is as of November 4, 2009, 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 release should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at http://www.sunstonehotels.com/ and through the SEC's Electronic Data Gathering Analysis and Retrieval System ("EDGAR") at http://www.sec.gov/.

Non-GAAP Financial Measures

We present the following non-GAAP financial measures that we believe are useful to investors as key measures of our operating performance: (1) Earnings Before Interest Expense, Taxes, Depreciation and Amortization, or EBITDA; (2) Adjusted EBITDA (as defined below); (3) Funds From Operations, or FFO; (4) Adjusted FFO (as defined below); and (5) adjusted hotel EBITDA and hotel EBITDA margin for the purpose of our operating margins.

EBITDA represents income available to common stockholders excluding: (1) preferred stock dividends; (2) amortization of deferred stock compensation; (3) interest expense (including prepayment penalties, if any); (4) provision for income taxes, including income taxes applicable to sale of assets; and (5) depreciation and amortization. In addition, we have presented Adjusted EBITDA, which excludes: (1) the impact of any gain or loss from asset sales; (2) impairment charges; and (3) other adjustments we have identified in this release. We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because these measures help investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense and preferred stock dividends) and our asset base (primarily depreciation and amortization) from our operating results. We also use EBITDA and Adjusted EBITDA as measures in determining the value of hotel acquisitions and dispositions. A reconciliation of income available to common stockholders to EBITDA and Adjusted EBITDA is set forth on page 9. A reconciliation and the components of adjusted hotel EBITDA and hotel EBITDA margin are set forth on page 10. We believe adjusted hotel EBITDA and hotel EBITDA margin are also useful to investors in evaluating our property-level operating performance.

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group. The Board of Governors of NAREIT in its March 1995 White Paper (as clarified in November 1999 and April 2002) defines FFO to mean net income (loss) (computed in accordance with GAAP), excluding gains and losses from sales of property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated partnerships and joint ventures. We also present Adjusted FFO, which excludes prepayment penalties, written-off deferred financing costs, impairment losses and other adjustments we have identified in this release. We believe that the presentation of FFO and Adjusted FFO provide useful information to investors regarding our operating performance because they are measures of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base and our acquisition and disposition activities than our ongoing operations. We also use FFO as one measure in determining our results after taking into account the impact of our capital structure. A reconciliation of income available to common stockholders to FFO and Adjusted FFO is set forth on page 9.

We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, FFO, Adjusted FFO, adjusted hotel EBITDA and hotel EBITDA margin may not be comparable to similar measures disclosed by other companies, because not all companies calculate these non-GAAP measures in the same manner. EBITDA, Adjusted EBITDA, FFO, Adjusted FFO, adjusted hotel EBITDA and hotel EBITDA margin should not be considered as an alternative measure of our net income (loss), operating performance, cash flow or liquidity. EBITDA, Adjusted EBITDA, FFO, Adjusted FFO, adjusted hotel EBITDA and hotel EBITDA margin may include funds that may not be available for our discretionary use due to functional requirements to conserve funds for capital expenditures and property acquisitions and other commitments and uncertainties. Although we believe that EBITDA, Adjusted EBITDA, FFO, Adjusted FFO, adjusted hotel EBITDA and hotel EBITDA margin can enhance an investor's understanding of our results of operations, these non-GAAP financial measures, when viewed individually, are 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 our cash flow.

Hotel EBITDA Margin Information

The revenue and expense items associated with the Company's two commercial laundry facilities and the one hotel property held for non-sale disposition, any guaranty payments, and other miscellaneous non-hotel items have been shown below the adjusted hotel EBITDA line in presenting hotel EBITDA margins. Management believes the calculation of adjusted hotel EBITDA results in a more accurate presentation of hotel EBITDA margins of the Company's portfolio of hotels. See page 10 for a reconciliation of adjusted hotel EBITDA to the comparable GAAP measure.

                           ***Tables to Follow***       Mass Mutual 11 Asset Crossed Portfolio    Hyatt Suites Atlanta Northwest               (in thousands)                       (in thousands)                             Full Year 2009                     Full Year 2009                             Forecast (1)                         Forecast   Total Revenue                $110,174     Total Revenue         $5,841    Net Loss                      $(5,117)    Net Loss               $(525)    Plus: Depreciation             14,514     Plus:  Depreciation      900   Plus: Interest Expense         14,616                              ---   Plus: Penalties (2)               987     Adjusted Hotel EBITDA   $375                                     ---                             ====   Adjusted Hotel EBITDA          25,000                                  ------   Less: Interest Expense        (14,616)   Less: Penalties                  (987)   Less: Amortization (3)        (23,037)   Less: FF&E Reserves            (4,407)                                  ------   Portfolio Cash Flow          $(18,047)                                ========    (1)  Pro forma for full year amortization and penalties.   (2)  Assumes full-year of yield maintenance payments on excess        amortization.   (3)  Assumes full-year of amortization payments.                          Sunstone Hotel Investors, Inc.                         Consolidated Balance Sheets                      (In thousands, except share data)                                                  September 30,   December 31,                                                      2009           2008                                                      ----           ----                                                   (unaudited)   Assets   Current assets:     Cash and cash equivalents                     $202,578        $176,748     Restricted cash                                 48,685          40,105     Accounts receivable, net                        24,674          34,119     Due from affiliates                                 79             109     Inventories                                      2,560           2,731     Prepaid expenses                                 8,724           7,199     Investment in hotel properties of      discontinued operations, net                       -          169,848     Investment in hotel property of operations      held for non-sale disposition, net             16,597               -     Other current assets of discontinued      operations, net                                    -            4,790     Other current assets of operations held for      non-sale disposition, net                       1,724             847                                                      -----             ---   Total current assets                             305,621         436,496    Investment in hotel properties, net            2,155,052       2,256,962   Investment in hotel property of operations    held for non-sale disposition, net                   -           26,001   Other real estate, net                            14,117          14,640   Investments in unconsolidated joint ventures      25,948          28,770   Deferred financing costs, net                      8,405          11,200   Goodwill                                           6,450          13,404   Other assets, net                                 12,220          18,138                                                     ------          ------    Total assets                                  $2,527,813      $2,805,611                                                 ==========      ==========    Liabilities and Stockholders' Equity   Current liabilities:     Accounts payable and accrued expenses          $22,623         $16,798     Accrued payroll and employee benefits            8,429           8,096     Due to Interstate SHP                           13,150          15,163     Dividends payable                                5,137          12,499     Other current liabilities                       30,361          29,890     Current portion of notes payable               288,863          12,452     Current portion of note payable of      operations held for non-sale disposition       25,547             550     Other current liabilities of discontinued      operations, net                                35,428          70,100     Other current liabilities of operations      held for non-sale disposition                     969             911                                                        ---             ---   Total current liabilities                        430,507         166,459    Notes payable, less current portion            1,131,188       1,592,850   Note payable, less current portion of    operations held for non-sale disposition             -           25,406   Other liabilities                                  6,496           6,388                                                      -----           -----   Total liabilities                              1,568,191       1,791,103    Commitments and contingencies                         -               -    Preferred stock, Series C Cumulative    Convertible Redeemable Preferred Stock,    $0.01 par value, 4,102,564 shares    authorized, issued and outstanding at    September 30, 2009 and December 31,    2008, liquidation preference of $24.375    per share                                        99,846          99,696    Stockholders' equity:     Preferred stock, $0.01 par value,      100,000,000 shares authorized. 8.0% Series      A Cumulative Redeemable Preferred Stock,      7,050,000 shares issued and outstanding at      September 30, 2009 and December 31, 2008,      stated at liquidation preference of $25.00      per share                                     176,250         176,250     Common stock, $0.01 par value, 500,000,000      shares authorized, 73,861,385 shares issued      and outstanding at September 30, 2009 and      47,864,654 shares issued and outstanding      at December 31, 2008                              739             479     Additional paid in capital                     960,089         829,274     Retained earnings                              119,016         260,659     Cumulative dividends                          (392,390)       (347,922)     Accumulated other comprehensive loss            (3,928)         (3,928)                                                     ------          ------   Total stockholders' equity                       859,776         914,812                                                    -------         -------    Total liabilities and stockholders' equity    $2,527,813      $2,805,611                                                 ==========      ==========                            Sunstone Hotel Investors, Inc.                Unaudited Consolidated Statements of Operations                     (In thousands, except per share data)                                       Three Months Ended   Nine Months Ended                                       September 30,        September 30,                                     ------------------   ------------------                                       2009       2008       2009      2008                                       ----       ----       ----      ----     Revenues    Room                            $119,177   $149,192   $351,550  $438,332    Food and beverage                 40,715     52,610    136,180   168,839    Other operating                   13,853     14,983     41,353    44,289    Total revenues of operations     held for non-sale disposition     2,271      3,352      7,649    11,507                                       -----      -----      -----    ------    Total revenues                   176,016    220,137    536,732   662,967                                     -------    -------    -------   -------    Operating expenses    Room                              29,118     31,977     84,005    94,628    Food and beverage                 31,958     39,654    100,735   122,693    Other operating                    7,222      8,146     21,797    24,283    Advertising and promotion          9,740     11,102     31,336    34,271    Repairs and maintenance            7,534      8,243     23,086    24,839    Utilities                          7,768      9,455     22,598    25,629    Franchise costs                    6,833      8,522     19,494    23,703    Property tax, ground lease and     insurance                        12,272     11,880     36,103    37,266    Property general and     administrative                   20,153     24,414     61,907    73,447    Corporate overhead                 4,340      5,122     14,929    17,031    Depreciation and amortization     26,511     26,399     80,391    79,726    Total operating expenses of     operations held for non-sale     disposition                       2,324      3,032      7,564     9,776    Goodwill and other impairment     losses                            2,209          -     64,045         -    Impairment loss of operations     held for non-sale disposition         -          -      8,857         -                                         ---        ---      -----       ---    Total operating expenses         167,982    187,946    576,847   567,292                                     -------    -------    -------   -------    Operating income (loss)            8,034     32,191    (40,115)   95,675    Equity in net losses of     unconsolidated joint ventures      (515)       (23)    (2,616)   (1,545)    Interest and other income            240      1,365      1,116     3,044    Interest expense                 (24,467)   (24,216)   (70,516)  (72,259)    Interest expense of operations     held for non-sale disposition      (375)      (361)    (1,074)   (1,079)    Gain (loss) on extinguishment     of debt                             (20)         -     54,559         -                                         ---        ---     ------       ---    Income (loss) from continuing     operations                      (17,103)     8,956    (58,646)   23,836    Income (loss) from discontinued     operations                         (845)       963    (82,997)   54,631                                        ----        ---    -------    ------    Net income (loss)                (17,948)     9,919   (141,643)   78,467    Dividends paid on unvested     restricted stock compensation         -       (278)      (447)     (741)    Preferred stock dividends and     accretion                        (5,187)    (5,233)   (15,562)  (15,697)    Undistributed income allocated     to unvested restricted stock     compensation                          -          -          -       (69)    Undistributed income allocated     to Series C preferred stock           -          -          -      (355)                                         ---        ---        ---      ----    Income available (loss     attributable) to common     stockholders                   $(23,135)    $4,408  $(157,652)  $61,605                                    ========     ======  =========   =======    Basic per share amounts:     Income (loss) from continuing      operations available      (attributable) to common      stockholders                    $(0.30)     $0.07     $(1.20)    $0.13     Income (loss) from      discontinued operations          (0.01)      0.02      (1.33)     0.98                                       -----       ----      -----      ----   Basic income available (loss    attributable) to common    stockholders per common share     $(0.31)     $0.09     $(2.53)    $1.11                                      ======      =====     ======     =====    Diluted per share amounts:     Income (loss) from continuing      operations available      (attributable) to common      stockholders                    $(0.30)     $0.07     $(1.20)    $0.13     Income (loss) from discontinued      operations                       (0.01)      0.02      (1.33)     0.98                                       -----       ----      -----      ----   Diluted income available (loss    attributable) to common    stockholders per common share     $(0.31)     $0.09     $(2.53)    $1.11                                      ======      =====     ======     =====    Weighted average common shares    outstanding:     Basic                            73,857     49,878     62,382    55,573                                      ======     ======     ======    ======     Diluted                          73,857     49,950     62,382    55,652                                      ======     ======     ======    ======    Dividends declared per common    share                                 $-      $0.35         $-     $1.05                                          ==      =====         ==     =====                           Sunstone Hotel Investors, Inc.       Reconciliation of Income Available (Loss Attributable) to Common                  Stockholders to Non-GAAP Financial Measures            (Unaudited and in thousands except per share amounts)         Reconciliation of Income Available (Loss Attributable) to Common                  Stockholders to EBITDA and Adjusted EBITDA                                        Three Months Ended   Nine Months Ended                                        September 30,       September 30,                                        --------------      --------------                                        2009      2008      2009      2008                                        ----      ----      ----      ----    Income available (loss    attributable) to common    stockholders                    $(23,135)   $4,408  $(157,652)   $61,605   Dividends paid on unvested    restricted stock compensation          -       278        447        741   Series A and C preferred stock    dividends                          5,187     5,233     15,562     15,697   Undistributed income allocated    to unvested restricted stock    compensation                           -         -          -         69   Undistributed income allocated    to Series C preferred stock            -         -          -        355   Amortization of deferred stock    compensation                         938     1,117      3,286      3,255   Continuing operations:      Depreciation and amortization   26,511    26,399     80,391     79,726      Interest expense                20,492    22,895     64,010     68,387      Amortization of deferred       financing fees                    718       431      1,626      1,257      Write-off of deferred financing       fees                                -         -        284          -      Loan penalties and fees          3,020         -      3,020          -      Non-cash interest related to       discount on Senior Notes          237       890      1,576      2,615   Unconsolidated joint ventures:      Depreciation and amortization    1,306     1,271      3,860      3,808      Interest expense                   638     1,214      1,986      3,971      Amortization of deferred       financing fees                     45       328        137      1,053      Amortization of deferred stock       compensation                       12        13         28         77   Operations held for non-sale    disposition:      Depreciation and amortization      202       301        814        906      Interest expense                   349       356      1,041      1,067      Amortization of deferred       financing fees                      4         5         11         12      Loan penalties and fees             22         -         22          -   Discontinued operations:      Depreciation and amortization      314     2,344      4,298      9,559      Interest expense                 1,021     1,021      3,028      3,040      Amortization of deferred       financing fees                      2         2          7          7      Loan penalties and fees             51         -         51          -                                          --       ---         --        ---   EBITDA                             37,934    68,506     27,833    257,207                                      ------    ------     ------    -------    (Gain) loss on sale of assets         (18)        -     12,698    (42,108)   (Gain) loss on extinguishment    of debt                               20         -    (54,559)         -   Impairment loss - continuing    operations                         2,209         -     64,045          -   Impairment loss - operations    held for non-sale disposition          -         -      8,857          -   Impairment loss - discontinued    operations                             -         -     64,964          -                                         ---       ---     ------        ---                                       2,211         -     96,005    (42,108)                                       -----       ---     ------    -------    Adjusted EBITDA                   $40,145   $68,506   $123,838   $215,099                                     =======   =======   ========   ========         Reconciliation of Income Available (Loss Attributable) to Common                     Stockholders to FFO and Adjusted FFO     Income available (loss    attributable) to common    stockholders                    $(23,135)   $4,408  $(157,652)   $61,605   Dividends paid on unvested    restricted stock compensation          -       278        447        741   Series C preferred stock    dividends                              -     1,708          -      5,122   Undistributed income allocated    to unvested restricted stock    compensation                           -         -          -         69   Undistributed income allocated    to Series C preferred stock            -         -          -        355   Real estate depreciation and    amortization - continuing    operations                        26,367    26,211     79,930     79,090   Real estate depreciation and    amortization - operations held    for non-sale disposition             202       301        814        906   Real estate depreciation and    amortization - unconsolidated    joint ventures                     1,288     1,259      3,806      3,784   Real estate depreciation and    amortization - discontinued    operations                           314     2,344      4,298      9,559   (Gain) loss on sale of assets         (18)        -     12,698    (42,108)                                         ---       ---     ------    -------   FFO available to common    stockholders                       5,018    36,509    (55,659)   119,123                                       -----    ------    -------    -------    Continuing operations:      Write-off of deferred       financing fees                      -         -        284          -      Loan penalties and fees          3,020         -      3,020          -   Operations held for non-sale    disposition:      Loan penalties and fees             22         -         22          -   Discontinued operations:      Loan penalties and fees             51         -         51          -    (Gain) loss on extinguishment    of debt                               20         -    (54,559)         -   Impairment loss - continuing    operations                         2,209         -     64,045          -   Impairment loss - operations    held for non-sale disposition          -         -      8,857          -   Impairment loss - discontinued    operations                             -         -     64,964          -                                         ---       ---     ------        ---                                       5,322         -     86,684          -                                       -----       ---     ------        ---    Adjusted FFO available to    common stockholders              $10,340   $36,509    $31,025   $119,123                                     =======   =======    =======   ========    FFO available to common    stockholders per diluted share     $0.07     $0.68     $(0.89)     $1.99                                       =====     =====     ======      =====    Adjusted FFO available to    common stockholders per diluted    share                              $0.14     $0.68      $0.50      $1.99                                       =====     =====      =====      =====    Diluted weighted average shares    outstanding before adjustments    for Series C preferred stock      73,929    49,950     62,382     55,652   Shares associated with Series C    preferred stock                        -     4,103          -      4,103                                         ---     -----        ---      -----   Diluted weighted average shares    outstanding (1)                   73,929    54,053     62,382     59,755                                      ======    ======     ======     ======    2008 restated due to stock    dividend (2):     FFO available to common      stockholders per diluted      share                                      $0.61                 $1.83                                                 =====                 =====     Adjusted FFO available to common      stockholders per diluted share             $0.61                 $1.83                                                 =====                 =====     Diluted weighted average shares      outstanding                               59,497                64,941                                                ======                ======      (1)  Diluted weighted average shares outstanding includes the Series C        convertible preferred stock on an "as-converted" basis if such        treatment is dilutive.    (2)  Diluted weighted average common shares and per share FFO and Adjusted        FFO for the three and nine months ended September 30, 2008 have been        retroactively adjusted for the effect of shares of common stock        issued pursuant to the stock dividend paid in January 2009 on an        "as-converted" basis for the Series C convertible preferred stock.                            Sunstone Hotel Investors, Inc.                              Hotel EBITDA Margins              (Unaudited and in thousands except hotels and rooms)                                         Three Months Ended   Nine Months Ended                                         September 30,       September 30,                                      ------------------   ------------------                                      2009 (1)  2008 (1)   2009 (1)  2008 (1)                                      --------  --------   --------  --------   Number of Hotels                        38        38         38        38   Number of Rooms                     13,247    13,247     13,247    13,247                                          ----      ----       ----      ----   Hotel EBITDA margin (2)               23.8%     29.5%      24.5%     29.5%                                         ====      ====       ====      ====    Hotel Revenues        Room revenue                 $119,177  $149,192   $351,550  $438,332        Food and beverage revenue      40,715    52,610    136,180   168,839        Other operating revenue         9,817    11,016     29,484    32,508                                        -----    ------     ------    ------   Total Hotel Revenues               169,709   212,818    517,214   639,679    Hotel Expenses        Room expense                   29,411    32,245     84,751    95,377        Food and beverage expense      31,972    39,666    100,770   122,730        Other hotel expense            48,169    54,097    144,211   160,787        General and administrative         expense                       19,702    23,996     60,571    72,153                                       ------    ------     ------    ------   Total Hotel Expenses               129,254   150,004    390,303   451,047    Adjusted Hotel EBITDA               40,455    62,814    126,911   188,632    Marriott Ontario Airport:        Total revenues of operations         held for non-sale         disposition                    2,271     3,352      7,649    11,507        Total operating expenses of         operations held for non-sale         disposition                   (2,324)   (3,032)    (7,564)   (9,776)        Impairment loss of operations         held for non-sale         disposition                        -         -     (8,857)        -   Non-hotel operating income             692       578      1,985     1,600   Prior year property tax    supplementals and credits, net          -         -       (874)      469   Corporate overhead                  (4,340)   (5,122)   (14,929)  (17,031)   Depreciation and amortization      (26,511)  (26,399)   (80,391)  (79,726)   Goodwill and other impairment    losses                             (2,209)        -    (64,045)        -                                       ------       ---    -------       ---   Operating Income (Loss)              8,034    32,191    (40,115)   95,675    Equity in net losses of    unconsolidated joint ventures        (515)      (23)    (2,616)   (1,545)   Interest and other income              240     1,365      1,116     3,044   Interest expense                   (24,467)  (24,216)   (70,516)  (72,259)   Interest expense of operations    held for non-sale disposition        (375)     (361)    (1,074)   (1,079)   Gain (loss) on extinguishment of    debt                                  (20)        -     54,559         -   Income (loss) from discontinued    operations                           (845)      963    (82,997)   54,631                                         ----       ---    -------    ------   Net Income (Loss)                 $(17,948)   $9,919  $(141,643)  $78,467                                     ========    ======  =========   =======     (1)  Represents our ownership results for the 38 hotels we owned as of the        end of the period, excluding the Marriott Ontario Airport,        reclassified as "Operations Held for Non-Sale Disposition" on our        balance sheets and statements of operations, and the W San Diego,        reclassified as discontinued operations on our balance sheets and        statements of operations.   (2)  Hotel EBITDA margin is calculated as adjusted hotel EBITDA divided by        total hotel revenues.                            Sunstone Hotel Investors, Inc.                         Operating Statistics by Region                                  (Unaudited)                                         Three Months Ended September 30, 2009                                       -------------------------------------                     Number    Number     Occupancy    Average    Comparable       Region      of Hotels  of Rooms   Percentages  Daily Rate    RevPAR       ------      ---------  --------   -----------  ----------    ------   California (1)         13     3,680        80.9%    $123.38      $99.81   Other West (2)          7     2,123        66.8%     107.67       71.92   Midwest (3)             7     2,177        73.5%     124.74       91.68   Middle    Atlantic (4)           9     4,099        74.9%     178.07      133.37   South (5)               2     1,168        71.6%     105.57       75.59                         ---     -----        ----      ------       -----        Total              38    13,247        74.7%    $136.25     $101.78                          ==    ======        ====     =======     =======                    Three Months Ended September 30, 2008    Percent                 -------------------------------------   Change in                   Occupancy     Average    Comparable   Comparable     Region       Percentages  Daily Rate     RevPAR       RevPAR     ------       -----------  ----------     ------       ------   California (1)       83.4%    $151.24     $126.13       -20.9%   Other West (2)       78.9%     117.66       92.83       -22.5%   Midwest (3)          74.1%     148.82      110.28       -16.9%   Middle    Atlantic (4)        80.5%     207.61      167.13       -20.2%   South (5)            76.1%     123.87       94.27       -19.8%                        ----      ------       -----       -----        Total            79.6%    $160.16     $127.49       -20.2%                        ====     =======     =======       =====                                            Nine Months Ended September 30, 2009                                         ------------------------------------                      Number     Number    Occupancy    Average   Comparable       Region      of Hotels    of Rooms  Percentages  Daily Rate    RevPAR       ------      ---------    --------  -----------  ----------    ------   California (1)         13       3,680        75.2%    $126.37     $95.03   Other West (2)          7       2,123        66.4%     114.29      75.89   Midwest (3)             7       2,177        64.9%     127.60      82.81   Middle    Atlantic (4)           9       4,099        71.7%     185.15     132.75   South (5)               2       1,168        71.0%     127.48      90.51                         ---       -----        ----      ------      -----        Total              38      13,247        70.6%    $142.70    $100.75                          ==      ======        ====     =======    =======                      Nine Months Ended September 30, 2008     Percent                  ------------------------------------    Change in                   Occupancy      Average   Comparable    Comparable       Region     Percentages   Daily Rate    RevPAR        RevPAR       ------     -----------   ----------    ------        ------   California (1)       81.5%     $150.58     $122.72       -22.6%   Other West (2)       77.7%      120.66       93.75       -19.1%   Midwest (3)          69.1%      146.34      101.12       -18.1%   Middle    Atlantic (4)        76.6%      210.70      161.40       -17.8%   South (5)            78.3%      148.77      116.49       -22.3%                        ----       ------      ------       -----        Total            77.1%     $162.69     $125.43       -19.7%                        ====      =======     =======       =====      (1)  Does not include the Marriott Ontario Airport, reclassified as        "Operations Held for Non-Sale Disposition" on our balance sheets        and statements of operations, and the W San Diego, reclassified as        discontinued operations on our balance sheets and statements of        operations.   (2)  Includes Oregon, Texas and Utah.   (3)  Includes Illinois, Michigan and Minnesota.   (4)  Includes Maryland, Massachusetts, New York, Pennsylvania, Virginia        and District of Columbia.   (5)  Includes Florida and Georgia.                            Sunstone Hotel Investors, Inc.                         Operating Statistics by Brand                                  (Unaudited)                                          Three Months Ended September 30, 2009                                        -------------------------------------                     Number of   Number    Occupancy    Average    Comparable         Brand         Hotels   of Rooms  Percentages  Daily Rate    RevPAR         -----        -------   --------  -----------  ----------    ------   Marriott (1)           23      8,221        73.4%    $135.78      $99.66   Hilton                  7      2,435        76.7%     168.24      129.04   InterContinental        2        345        86.7%      99.39       86.17   Hyatt                   1        403        82.8%     129.78      107.46   Other Brand    Affiliations (2)       2        647        76.9%     115.82       89.07   Independent             3      1,196        72.1%      97.15       70.05                         ---      -----        ----       -----       -----          Total            38     13,247        74.7%    $136.25     $101.78                          ==     ======        ====     =======     =======                      Three Months Ended September 30, 2008       Percent                   -------------------------------------      Change in                     Occupancy     Average   Comparable      Comparable         Brand      Percentages  Daily Rate    RevPAR          RevPAR         -----      -----------  ----------    ------          ------   Marriott (1)           79.1%    $155.09     $122.68         -18.8%   Hilton                 82.9%     207.72      172.20         -25.1%   InterContinental       74.4%     130.60       97.17         -11.3%   Hyatt                  85.6%     164.33      140.67         -23.6%   Other Brand    Affiliations (2)      82.7%     146.57      121.21         -26.5%   Independent            74.0%     101.79       75.32          -7.0%                          ----      ------       -----          ----          Total            79.6%    $160.16     $127.49         -20.2%                          ====     =======     =======         =====                                            Nine Months Ended September 30, 2009                                         ------------------------------------                     Number of   Number    Occupancy    Average   Comparable         Brand         Hotels   of Rooms  Percentages  Daily Rate   RevPAR         -----         ------   --------  -----------  ----------   ------   Marriott (1)           23      8,221        70.3%    $146.38    $102.91   Hilton                  7      2,435        72.1%     163.75     118.06   InterContinental        2        345        76.2%     103.47      78.84   Hyatt                   1        403        74.5%     125.67      93.62   Other Brand    Affiliations (2)       2        647        73.3%     124.30      91.11   Independent             3      1,196        64.7%     100.18      64.82                         ---      -----        ----      ------      -----          Total            38     13,247        70.6%    $142.70    $100.75                          ==     ======        ====     =======    =======                       Nine Months Ended September 30, 2008    Percent                    ------------------------------------   Change in                     Occupancy     Average   Comparable   Comparable         Brand      Percentages  Daily Rate    RevPAR       RevPAR         -----      -----------  ----------    ------       ------   Marriott (1)           76.9%    $162.34     $124.84      -17.6%   Hilton                 80.4%     198.31      159.44      -26.0%   InterContinental       73.0%     131.65       96.10      -18.0%   Hyatt                  81.3%     154.26      125.41      -25.3%   Other Brand    Affiliations (2)      81.1%     149.59      121.32      -24.9%   Independent            68.7%     101.76       69.91       -7.3%                          ----      ------       -----       ----          Total            77.1%    $162.69     $125.43      -19.7%                          ====     =======     =======      =====     (1)  Does not include the Marriott Ontario Airport, reclassified as        "Operations Held for Non-Sale Disposition" on our balance sheets        and statements of operations.   (2)  Includes a Fairmont and a Sheraton. Does not include the W San Diego,        reclassified as discontinued operations on our balance sheets and        statements of operations.                             Sunstone Hotel Investors, Inc.                                  Debt Summary                        (Unaudited - dollars in thousands)                                                 September           November                              Interest             30,                 4,                                Rate/  Maturity   2009     Recent     2009    Debt          Collateral   Spread    Date    Balance  Events(1)  Balance    ----          ----------   ------    ----    -------  ---------  -------    Fixed   Rate Debt   ---------   Secured        Hilton Times   Mortgage Debt  Square        5.92%  12/1/2010    $81,000          $81,000    Secured   Mortgage Debt   (2)            11 Hotels     5.95%   5/1/2011    246,342          246,342    Secured        Renaissance   Mortgage Debt  Long Beach    4.98%   7/1/2012     34,186           34,186    Secured        Renaissance   Mortgage Debt  Westchester   4.98%   7/1/2012     29,352           29,352                   Rochester   Secured        laundry   Mortgage Debt  facility      9.88%   6/1/2013      3,533            3,533    Secured        Doubletree   Mortgage Debt  Minneapolis   5.34%   5/1/2015     18,130           18,130    Secured        Hilton Del   Mortgage Debt  Mar           5.34%   5/1/2015     26,292           26,292    Secured        Marriott   Mortgage Debt  Houston       5.34%   5/1/2015     24,135           24,135                   Marriott   Secured        Ontario   Mortgage Debt  Airport       5.34%   5/1/2015     25,547           25,547                   Marriott   Secured        Park   Mortgage Debt  City          5.34%   5/1/2015     15,733           15,733    Secured        Marriott   Mortgage Debt  Philadelphia  5.34%   5/1/2015     28,507           28,507    Secured        Marriott   Mortgage Debt  Troy          5.34%   5/1/2015     36,908           36,908                   Marriott   Secured        Tysons   Mortgage Debt  Corner        5.34%   5/1/2015     47,095           47,095    Secured        The Kahler   Mortgage Debt  Grand         5.34%   5/1/2015     29,032           29,032    Secured        Valley River   Mortgage Debt  Inn           5.34%   5/1/2015     12,115           12,115    Secured        Renaissance   Mortgage Debt  Harborplace   5.13%   1/1/2016    105,241          105,241    Secured        Marriott Del   Mortgage Debt  Mar           5.69%  1/11/2016     48,000           48,000                   Hilton   Secured        Houston   Mortgage Debt  North         5.66%  3/11/2016     33,802           33,802                   Renaissance                  Orlando                  Resort   Secured        at Sea   Mortgage Debt  World(R)      5.52%   7/1/2016     86,125           86,125                   Embassy   Secured        Suites   Mortgage Debt  Chicago       5.58%   3/1/2017     75,000           75,000                   Marriott   Secured        Boston Long   Mortgage Debt  Wharf         5.58%  4/11/2017    176,000          176,000                   Embassy   Secured        Suites   Mortgage Debt  La Jolla      6.60%   6/1/2019     70,000           70,000    Secured        Renaissance   Mortgage De

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