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Section 1: 8-K (8-K)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 25, 2019

PEBBLEBROOK HOTEL TRUST
(Exact name of registrant as specified in its charter)

Maryland
 
001-34571
 
27-1055421
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)

7315 Wisconsin Avenue,
 Suite 1100 West
 
Bethesda,
Maryland
20814
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (240507-1300
Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
 
 
 
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Shares of Beneficial Interest, $0.01 par value per share
 
PEB
 
New York Stock Exchange
6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
 
PEB-PC
 
New York Stock Exchange
6.375% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
 
PEB-PD
 
New York Stock Exchange
6.375% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
 
PEB-PE
 
New York Stock Exchange
6.30% Series F Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share
 
PEB-PF
 
New York Stock Exchange






Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 2.02. Results of Operations and Financial Condition.

On July 25, 2019, Pebblebrook Hotel Trust (the “Company”) issued a press release announcing the Company’s results of operations for the three and six months ended June 30, 2019.

A copy of the press release is furnished as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
 
Description
 
Press release, issued July 25, 2019, providing the results of operations for the three and six months ended June 30, 2019.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
PEBBLEBROOK HOTEL TRUST 
 
 
July 25, 2019
By:  
/s/ Raymond D. Martz
 
 
Name:  
Raymond D. Martz
 
 
Title:  
Executive Vice President, Chief Financial Officer, Treasurer and Secretary




(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1

Pebblebrook
 
 
 
Hotel Trust
7315 Wisconsin Avenue, Suite 1100 West, Bethesda, MD 20814
 
NYSE: symbol: PEB
 
www.pebblebrookhotels.com
 
 
 

PEBBLEBROOK HOTEL TRUST
REPORTS SECOND QUARTER 2019 RESULTS

Q2 FINANCIAL
HIGHLIGHTS
 
    Net income: $60.5 million
    Same-Property EBITDA1: $160.6 million, +0.1% YOY
    Adj. EBITDAre1: $151.6 million, +108.2% YOY
    Adj. FFO1 per diluted share: $0.85, +4.9% YOY
 
 
 
Q2 OPERATING
HIGHLIGHTS
 
    Same-Property Total RevPAR1 +2.0% YOY and RevPAR1 +1.4% YOY
    Hotel operating performance at high end of expectations; Adjusted EBITDAre1 and Adjusted FFO1 exceeded expectations
    Healthy RevPAR growth in Boston, San Diego, South Florida and San Francisco which offset softer RevPAR performance in Seattle, Washington D.C., Chicago and Portland
 
 
 
STRATEGIC
DISPOSITION PLAN
 
    Sold or executed contracts for $173.2 million
    Sold Onyx Hotel ($58.3 million), sold Hotel Amarano Burbank ($72.9 million, in July) and executed contract to sell the Rouge Hotel ($42.0 million)
    Remain on track to sell $1.45 billion of properties from closing of last year’s corporate acquisition, as transaction markets remain healthy and active
 
 
 
BALANCE SHEET
 
    Net Debt to Trailing 12-Month Corporate EBITDA1 of 4.7x
    Further progress reducing leverage and optimizing portfolio through strategic property sales since corporate acquisition
 
 
 
2019 OUTLOOK
 
    Net income: $150.2 million to $156.2 million (flat to prior midpoint)
    Same-Property RevPAR1 Growth Rate: 1.0% to 2.0% (midpoint down 50 bps)
    Adj. EBITDAre1: $480.4 million to $486.4 million (midpoint down $2.0 million)
    Adj. FFO1 per diluted share: $2.62 to $2.67 (midpoint up $0.01)
 
 
 
We are pleased with our portfolio’s operating results in the second quarter, which were largely at the high end or better than our previous expectations. We gained market share across multiple markets and made great progress on our strategic disposition program, executing numerous sales and contracts at very favorable pricing. For the remainder of the year, we are anticipating heightened uncertainties and risks surrounding trade tensions and a weakening global economy, despite steady consumer confidence and a strong labor market. Consequently, businesses and consumers seem to have become slightly more cautious recently, which has led to softer booking trends for transient leisure and business travel. As a result, we’re reducing our overall hotel-performance outlook for Pebblebrook for 2019, along with our industry outlook, yet slightly raising our overall corporate outlook, though we acknowledge that these geopolitical and economic uncertainties will likely weigh on near-term industry performance and operating results.”
-Jon E. Bortz, Chairman, President and Chief Executive Officer of Pebblebrook Hotel Trust
 
 
 
 
(1) See tables later in this press release for a description of Same-Property information and reconciliations from net income (loss) to non-GAAP financial measures.






Second Quarter and Year to Date Highlights

 
   Second Quarter
 
Six Months Ended June 30,
 
2019
2018
 
2019
2018
 
 
 
 
 
 
 
($ in millions except per share and RevPAR data)
Net income
$60.5
$58.3
 
$66.2
$82.8
 
 
 
 
 
 
Same-Property RevPAR(1)
$231.47
$228.30
 
$209.65
$204.18
Same-Property RevPAR growth rate
1.4%
 
 
2.7%
 
 
 
 
 
 
 
Same-Property Total RevPAR(1)
$334.96
$328.43
 
$305.91
$296.87
Same-Property Total RevPAR growth rate
2.0%
 
 
3.0%
 
 
 
 
 
 
 
Same-Property Total Expenses(1)
$280.3
$271.8
 
$543.3
$522.2
Same-Property Total Expense growth rate
3.1%
 
 
4.0%
 
 
 
 
 
 
 
Same-Property EBITDA(1)
$160.6
$160.4
 
$260.6
$257.9
Same-Property EBITDA growth rate
0.1%
 
 
1.1%
 
Same-Property EBITDA Margin(1)
36.4%
37.1%
 
32.4%
33.1%
 
 
 
 
 
 
Adjusted EBITDAre(1)
$151.6
$72.8
 
$242.1
$132.1
Adjusted EBITDAre growth rate
108.2%
 
 
83.3%
 
 
 
 
 
 
 
Adjusted FFO(1)
$111.6
$56.0
 
$172.3
$102.2
Adjusted FFO per diluted share(1)
$0.85
$0.81
 
$1.32
$1.47
Adjusted FFO per diluted share growth rate
4.9%
 
 
(10.2%)
 
 
 
 
 
 
 
(1) See tables later in this press release for a description of same-property information and reconciliations from net income (loss) to non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), EBITDA for Real Estate (“EBITDAre”), Adjusted EBITDAre, Funds from Operations ("FFO"), FFO per share, Adjusted FFO and Adjusted FFO per share.

For the details as to which hotels are included in Same-Property Room Revenue Per Available Room (“RevPAR”), Same-Property Total Revenue Per Available Room (“Total RevPAR”), Average Daily Rate (“ADR”), Occupancy, Revenues, Expenses, EBITDA and EBITDA Margins appearing in the table above and elsewhere in this press release, refer to the Same-Property Statistical Data Table footnotes later in this press release.


Net income: The Company’s net income was $60.5 million in the second quarter of 2019, an increase of $2.2 million as compared to the same period of 2018.

Same Property Operating Statistics: Same-Property Total RevPAR grew 2.0 percent over the second quarter of 2018. Same-Property RevPAR for the second quarter increased 1.4 percent over the prior year to $231.47, with Same-Property ADR rising 1.7 percent to $266.56 and Same-Property Occupancy declining by 0.3 percent to 86.8 percent.

Same Property EBITDA and Margins: The Company’s hotels generated $160.6 million of Same-Property EBITDA for the quarter ended June 30, 2019, up 0.1 percent over the same period of 2018. Same-Property Revenues climbed 2.0 percent, while Same-Property Expenses increased 3.1 percent, resulting in Same-Property EBITDA Margin for the quarter decreasing 70 basis points to 36.4 percent.

Operating Performance: Excluding the mandatory California Proposition 13 increases in real estate taxes for the California properties acquired as part of the Company’s corporate acquisition in November 2018, Same-Property Expenses increased just 2.2 percent during the second quarter, resulting in Same-Property EBITDA Margin for the quarter decreasing only 13 basis points. Year-to-Date through June, also excluding the Proposition 13 impact, Same-Property Expenses were well controlled, increasing 3.1 percent and Same-Property EBITDA margins were down just 2 basis points.

“In the second quarter, Same-Property Total RevPAR growth of 2.0 percent was in-line with our expectations as we continue to generate solid non-room revenue growth throughout the portfolio,” said Mr. Bortz. “Our hotel operating teams, working closely with our asset managers, delivered better top-line growth than their markets and direct competitors and also did an excellent job of implementing our expanded best practices program while controlling costs. We continue to make significant progress identifying and executing operating synergies due to our newfound economies of scale advantage with our larger portfolio of both lifestyle hotels and operators.”






Update on Strategic Property Redevelopment Plan

The Company made further progress on its strategic property redevelopment plan during the second quarter, which encompasses the following repositionings of select hotels and resorts through brand or third-party operator changes, in addition to planned property reinvestment programs:

In April 2019, the Company converted Hotel Colonnade Coral Gables to an Autograph Collection hotel and completed the property transformation of the previously named Hotel Modera to The Hotel Zags Portland, thereby growing the Company’s proprietary “Unofficial Z Collection”;

In May 2019, the Company completed five third-party operator transitions: Skamania Lodge is now operated by Benchmark Hotels & Resorts, L’Auberge Del Mar is now operated by Noble House Hotels & Resorts, Paradise Point Resort & Spa is now operated by Davidson Hotels, Villa Florence San Francisco on Union Square is now operated by Schulte Hospitality Group and The Marker San Francisco is now operated by Access Hotels & Resorts;

On July 1, 2019, the Company completed two additional third-party operator transitions: Mason & Rook Hotel and Donovan Hotel, both in Washington, D.C., are now operated by Viceroy Hotels & Resorts; and

On July 15, 2019, the Company announced that it executed a license agreement to convert its Paradise Point Resort & Spa in San Diego, California to a Margaritaville Island Resort after a comprehensive renovation. The plan and scope of the renovation are not yet completed, but they will require review and approval by the city of San Diego, the California Coastal Commission, and other governmental authorities, as part of the process. Subject to these approvals, the renovation is expected to be substantially completed by late 2020.

“We remain extremely excited about the upside we expect to realize through the strategic changes we’ve made year to date and those to come, and we’re looking forward to continuing to execute on these initiatives as part of our overall strategic property redevelopment plan geared to increase long-term value for our shareholders,” continued Mr. Bortz. “Although we expect to incur some additional near-term disruption from these transitions, we believe we have properly accounted for this in our 2019 outlook, and we expect the long-term value of these improvements to be accretive to our portfolio of exceptional, design-forward, high-quality lifestyle hotels and resorts.”


Capital Reinvestments

In the second quarter, the Company completed $32.6 million of capital investments throughout its portfolio. The Company has completed $69.0 million of capital investments and projects year to date through June 2019, including the completion of renovations and property improvements at W Boston, Mondrian Los Angeles, Sofitel Philadelphia at Rittenhouse Square and Skamania Lodge.

The Company intends to start or complete additional renovation and repositioning projects this year or early next year including:

Donovan Hotel (estimated at $25.0 million), which will encompass a complete redevelopment of the hotel, following its management transition to Viceroy Hotels & Resorts, expected to begin late in the fourth quarter of 2019, with an estimated completion in the second quarter of 2020;

Hilton San Diego Resort & Spa (estimated at $21.0 million), which continues its guestroom and meeting center renovation, expected to be completed in the third quarter of 2019;

Westin San Diego Gaslamp Quarter (estimated at $16.0 million), which will consist of a guestroom, lobby, restaurant and bar renovation to commence in the fourth quarter of 2019, expected to be completed in the first quarter of 2020;

Embassy Suites San Diego Bay - Downtown (estimated at $16.0 million), which will receive a comprehensive guest suite renovation to commence in the fourth quarter of 2019, expected to be completed in the first quarter of 2020;

Viceroy Santa Monica Hotel (estimated at $12.0 million), which will undergo a lobby and public area renovation, featuring both interior and exterior enhancements, to commence in the fourth quarter of 2019, expected to be completed in the second quarter of 2020;

Le Parc Suite Hotel (estimated at $12.0 million), which will consist of a complete hotel renovation, including the guestrooms, lobby and public areas, to commence in the first quarter of 2020, expected to be completed in the second quarter of 2020;





Chaminade Resort & Spa (estimated at $10.0 million), which will begin a public space, restaurant, lobby, porte-cochere/entry, exterior patio, and venues renovation late in the fourth quarter of 2019, expected to be completed in the second quarter of 2020; and

Mason & Rook Hotel (estimated at $8.0 million), which will undergo a complete refresh of the entry, lobby, guestrooms, restaurant and bar areas, rooftop pool and bar venue and its meeting spaces beginning in the fourth quarter of 2019, expected to be completed late in the second quarter of 2020.


Update on Strategic Disposition Plan

During the second quarter, the Company completed the sale of the Onyx Hotel in Boston, Massachusetts for $58.3 million on May 29, 2019. Additionally, on July 16, 2019, the Company completed the sale of Hotel Amarano Burbank in Los Angeles, California for $72.9 million. In combination with the $252.5 million of sales from the first quarter of 2019, the Company has sold a total of $383.7 million year to date, continuing its previously detailed strategic disposition plan.

In June 2019, the Company executed a contract to sell the Rouge Hotel in Washington, D.C. for $42.0 million. This sale is subject to normal closing conditions, and the Company offers no assurances that the sale will be completed on these terms, or at all. The Company is targeting to complete the sale in the third quarter of 2019.

The Company continues to be encouraged with pricing levels and overall buyer interest in the investment markets and believes that it will achieve its 2019 disposition target of $600.0 million in asset sales proceeds. The Company believes it will complete an additional $97.0 million of asset sales during the third quarter, which includes the sale of the Rouge Hotel for $42.0 million, and an additional $120.0 million of sales by the end of the year. These property dispositions will continue to optimize the Company’s portfolio while also reducing its leverage ratio to a target of 4.0 to 4.25 times.

Since the Company commenced its strategic disposition plan on November 30, 2018, and assuming the sale of the Rouge Hotel is completed, 11 hotels will have been successfully sold, generating approximately $1.28 billion of gross sales proceeds. The sales to date, including the assumed sale of the Rouge Hotel, reflect a very favorable 15.5x EBITDA multiple and a 5.54 percent net operating income capitalization rate (after an assumed annual capital reserve of 4.0 percent of total hotel revenues) based on the operating performance for 2018 of the properties sold.


Balance Sheet and Shareholder Distributions

As of June 30, 2019, the Company had $2.4 billion in consolidated debt at an effective weighted-average interest rate of 3.6 percent. Approximately $1.8 billion, or 75 percent of the Company’s total outstanding debt, was at a weighted-average fixed interest rate of 3.5 percent, and approximately $0.6 billion, or 25 percent, was at a weighted-average floating interest rate of 4.0 percent. The Company had $2.2 billion outstanding in the form of unsecured term loans and no balance outstanding on its $650.0 million senior unsecured revolving credit facility. As of June 30, 2019, the Company had $70.3 million of consolidated cash, cash equivalents, and restricted cash.

As of June 30, 2019, the Company’s fixed charge coverage ratio was 3.1 times, and total net debt to trailing 12-month corporate EBITDA was 4.7 times.

On June 14, 2019, the Company declared a regular quarterly cash dividend of $0.38 per share on its common shares as well as a regular quarterly cash dividend for the following preferred shares of beneficial interest:

$0.40625 per 6.50% Series C Cumulative Redeemable Preferred Share;
$0.39844 per 6.375% Series D Cumulative Redeemable Preferred Share;
$0.39844 per 6.375% Series E Cumulative Redeemable Preferred Share; and
$0.39375 per 6.30% Series F Cumulative Redeemable Preferred Share.


2019 Outlook

The Company is updating its 2019 Outlook to reflect the second quarter operating results and its revised expectations for the timing of property sales during the year. The Company is reducing its Same-Store Hotel EBITDA by $2.0 million and Adjusted EBITDAre by $2.0 million both at the midpoint due to a slower economy, softer transient booking




trends, increased property insurance costs, corporate G&A savings, and to account for the updated expectations for the timing of asset sales. The Company is increasing Adjusted FFO and Adjusted FFO per diluted share by $1.0 million and $0.01 both at the midpoint, respectively, to account for savings driven by lower than forecasted interest rates and lower-cost interest rate swaps executed during the second quarter.

The Updated 2019 Outlook, which assumes $600.0 million of assets are sold over the course of 2019, with $252.5 million of assets having been sold in the first quarter of 2019, $58.3 million of assets having been sold the second quarter of 2019, $170.0 million of assets being sold during third quarter of 2019, and $120.0 million of assets being sold by the end of the year, is as follows:

 
Updated
2019 Outlook
as of July 25, 2019
 
Variance to Prior Outlook
as of April 25, 2019
 
Low

High

 
Low
High

 
($ and shares/units in millions, except per share and RevPAR data)
 
 
 
 
 
Net income

$150.2


$156.2

 
$1.0
($1.0)

 
 
 
 
 
 
Adjusted EBITDAre

$480.4


$486.4

 
($1.0)
($3.0)

Adjusted EBITDAre growth rate
88.5%

90.8%

 
(0.4%)
(1.2%)

 
 
 
 
 
 
Adjusted FFO

$343.9


$349.9

 
$2.0

Adjusted FFO per diluted share

$2.62


$2.67

 
$0.02

Adjusted FFO per diluted share growth rate
6.9%

9.0%

 
0.8%


This 2019 Outlook is based, in part, on the following estimates and assumptions:

Asset Sales during 2019
$600.0
$600.0
 


   Q3 Asset Sales at a 5.5% 2018 NOI Capitalization Rate
$170.0
$170.0
 
$70.0

$70.0

   Q4 Asset Sales at a 5.5% 2018 NOI Capitalization Rate
$120.0
$120.0
 
$120.0

$120.0

 
 
 
 




U.S. GDP growth rate
1.5%
2.0%
 
(50 bps)

(50 bps)

U.S. Hotel Industry RevPAR growth rate
1.0%
2.0%
 

(100 bps)

 
 
 
 
 
 
Same-Property RevPAR
$210
$212
 

($2)

Same-Property RevPAR growth rate
1.0%
2.0%
 

(1.0%)

 
 
 
 
 
 
Same-Property EBITDA
$517.2
$523.2
 
($1.0)

($3.0)

Same-Property EBITDA growth rate
(0.6%)
0.6%
 
(110 bps)

(140 bps)

Same-Property EBITDA Margin
32.6%
32.7%
 


Same-Property EBITDA Margin growth rate
(50 bps)
 (40 bps)
 


 
 
 
 
 
 
Corporate cash general and administrative expenses
$27.1
$27.1
 
($0.6)

($0.6)

Corporate non-cash general and administrative expenses
$8.4
$8.4
 
($0.5)

($0.5)

Preopening and other corporate expenses
$3.2
$3.2
 
($0.4)

($0.4)

 
 
 
 
 
 
Total capital investments related to renovations, capital maintenance and return on investment projects
$150.0
$170.0
 


 
 
 
 
 
 
Weighted-average fully diluted shares and units
131.1
131.1
 
(0.2
)
(0.2
)


The Company’s Outlook for the third quarter of 2019 is as follows:




 
Third Quarter
2019 Outlook
 
Low

High

 
($ and shares/units in millions, except per share and RevPAR data)
Net income (loss)

$43.1


$46.1

 
 
 
Q3 Asset Sales at a 5.5% 2018 NOI Capitalization Rate

$170.0


$170.0

 
 
 
Same-Property RevPAR

$228


$232

Same-Property RevPAR growth rate
(2.0%)

0.0%

 
 
 
Same-Property EBITDA

$146.5


$149.5

Same-Property EBITDA growth rate
(5.4%)

(3.4%)

Same-Property EBITDA Margin
34.1%

34.3%

Same-Property EBITDA Margin growth rate
 (250 bps)

 (225 bps)

 
 
 
Adjusted EBITDAre

$136.5


$139.5

Adjusted EBITDAre growth rate
96.8%

101.1%

 
 
 
Adjusted FFO

$99.5


$102.5

Adjusted FFO per diluted share

$0.76


$0.78

Adjusted FFO per diluted share growth rate
2.7%

5.4%

 
 
 
Weighted-average fully diluted shares and units
131.1

131.1



The 2019 Outlook excludes the following hotels from Same-Property RevPAR, Same-Property RevPAR growth rate, Same-Property EBITDA, Same-Property EBITDA growth rate, Same-Property EBITDA Margin, and Same-Property EBITDA Margin growth rate:


Liaison Capitol Hill and Hotel Palomar Washington, DC for all quarters of both 2019 and 2018 due to their sale during the first quarter of 2019;

Onyx Hotel for the second, third and fourth quarters of both 2019 and 2018 due to its sale during the second quarter of 2019;

Hotel Amarano Burbank for the third and fourth quarters of both 2019 and 2018 due to its sale during the third quarter of 2019; and

Rouge Hotel for the third and fourth quarters of both 2019 and 2018 due to its pending sale, expected to be completed during the third quarter of 2019.

If any of the foregoing estimates and assumptions prove to be inaccurate, actual results, including the outlook, may vary and could vary significantly, from the amounts shown above.


Second Quarter 2019 Earnings Call

The Company will conduct its quarterly analyst and investor conference call on Friday, July 26, 2019, at 9:00 AM ET. To participate in the conference call, please dial (877) 705-6003 approximately ten minutes before the call begins. Additionally, a live webcast of the conference call will be available through the Company’s website. To access the webcast, log on to www.pebblebrookhotels.com ten minutes before the conference call. A replay of the conference call webcast will be archived and available online through the Investor Relations section of www.pebblebrookhotels.com.






About Pebblebrook Hotel Trust

Pebblebrook Hotel Trust (NYSE: PEB) is a publicly traded real estate investment trust (“REIT”) and the largest owner of urban and resort lifestyle hotels in the United States. The Company owns 59 hotels, totaling approximately 14,300 guestrooms across 16 urban and resort markets with a focus on the west coast gateway cities. For more information, visit www.pebblebrookhotels.com and follow us at @PebblebrookPEB.


For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.pebblebrookhotels.com.

This press release contains certain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “seek,” “anticipate,” “estimate,” “approximately,” “believe,” “could,” “project,” “predict,” “forecast,” “continue,” “assume,” “plan,” references to “outlook” or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections and forecasts and other forward-looking information and estimates. Examples of forward-looking statements include the following: projections and forecasts of U.S. GDP growth, U.S. hotel industry RevPAR growth, the Company’s net income, FFO, EBITDA, Adjusted FFO, Adjusted EBITDAre, RevPAR, EBITDA Margin and EBITDA Margin growth, and the Company’s expenses, share count or other financial items; descriptions of the Company’s plans or objectives for future operations, acquisitions, dispositions or services; forecasts of the Company’s future economic performance and its share of future markets; forecasts of hotel industry performance; and descriptions of assumptions underlying or relating to any of the foregoing expectations including assumptions regarding the timing of their occurrence. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. These risks and uncertainties include, but are not limited to, the state of the U.S. economy and the supply of hotel properties, and other factors as are described in greater detail in the Company’s filings with the Securities and Exchange Commission, including, without limitation, the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information about the Company’s business and financial results, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which may be obtained at the Investor Relations section of the Company’s website at www.pebblebrookhotels.com.

All information in this press release is as of July 25, 2019. The Company undertakes no duty to update the statements in this press release to conform the statements to actual results or changes in the Company’s expectations.



###

Contacts:

Raymond D. Martz, Chief Financial Officer, Pebblebrook Hotel Trust - (240) 507-1330
For additional information or to receive press releases via email, please visit our website at
www.pebblebrookhotels.com






Pebblebrook Hotel Trust
Consolidated Balance Sheets
($ in thousands, except for per share data)
 
 
 
 
 
June 30, 2019
 
December 31, 2018
 
(Unaudited)
 
 
ASSETS
Assets:
 
 
 
Investment in hotel properties, net
$
6,421,038

 
$
6,534,193

Hotels held for sale
114,166

 

Ground lease asset, net

 
199,745

Cash and cash equivalents
41,988

 
83,366

Restricted cash
28,274

 
24,445

Hotel receivables (net of allowance for doubtful accounts of $540 and $526, respectively)
75,394

 
59,897

Prepaid expenses and other assets
49,854

 
76,702

Total assets
$
6,730,714

 
$
6,978,348

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
Unsecured revolving credit facilities
$

 
$
170,000

Term loans, net of unamortized deferred financing costs
2,232,253

 
2,409,284

Senior unsecured notes, net of unamortized deferred financing costs
99,516

 
99,469

Mortgage loans, net of unamortized deferred financing costs
66,957

 
68,145

Accounts payable and accrued expenses
524,145

 
360,279

Deferred revenues
53,116

 
54,741

Accrued interest
4,984

 
2,741

Liabilities related to hotels held for sale
1,162

 

Distribution payable
58,307

 
43,759

Total liabilities
3,040,440

 
3,208,418

Commitments and contingencies

 

 
 
 
 
Equity:
 
 
 
Preferred shares of beneficial interest, $0.01 par value (liquidation preference $510,000 at June 30, 2019 and December 31, 2018), 100,000,000 shares authorized; 20,400,000 shares issued and outstanding at June 30, 2019 and December 31, 2018
204

 
204

Common shares of beneficial interest, $0.01 par value, 500,000,000 shares authorized; 130,484,956 issued and outstanding at June 30, 2019 and 130,311,289 issued and outstanding at December 31, 2018
1,305

 
1,303

Additional paid-in capital
4,065,672

 
4,065,804

Accumulated other comprehensive income (loss)
(28,798
)
 
1,330

Distributions in excess of retained earnings
(358,615
)
 
(308,806
)
Total shareholders' equity
3,679,768

 
3,759,835

Non-controlling interests
10,506

 
10,095

Total equity
3,690,274

 
3,769,930

Total liabilities and equity
$
6,730,714

 
$
6,978,348






Pebblebrook Hotel Trust
Consolidated Statements of Operations
($ in thousands, except for per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2019
 
2018
 
2019
 
2018
 

 
 
 
 
Revenues:
 
 
 
 
 
 
 
Room
$
306,291

 
$
142,018

 
$
555,277

 
$
264,489

Food and beverage
97,965

 
49,210

 
184,715

 
93,778

Other operating
37,827

 
15,273

 
69,260

 
29,289

Total revenues
$
442,083

 
$
206,501

 
$
809,252

 
$
387,556

 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
Hotel operating expenses:
 
 
 
 
 
 
 
Room
$
70,454

 
$
33,157

 
$
137,829

 
$
64,865

Food and beverage
66,934

 
32,328

 
130,291

 
62,924

Other direct and indirect
113,620

 
54,523

 
219,695

 
106,362

Total hotel operating expenses
251,008

 
120,008

 
487,815

 
234,151

Depreciation and amortization
53,299

 
24,562

 
107,601

 
49,464

Real estate taxes, personal property taxes, property insurance, and ground rent
30,984

 
12,488

 
62,421

 
24,603

General and administrative
8,809

 
5,794

 
17,438

 
8,131

Transaction costs
1,044

 
1,979

 
3,541

 
2,357

(Gain) loss and other operating expenses
1,130

 
(6,811
)
 
4,690

 
(11,019
)
Total operating expenses
346,274

 
158,020

 
683,506

 
307,687

Operating income (loss)
95,809

 
48,481

 
125,746

 
79,869

Interest expense
(28,719
)
 
(10,816
)
 
(58,047
)
 
(20,627
)
Other
7

 
22,968

 
16

 
25,478

Income (loss) before income taxes
67,097

 
60,633

 
67,715

 
84,720

Income tax (expense) benefit
(6,579
)
 
(2,338
)
 
(1,542
)
 
(1,909
)
Net income (loss)
60,518

 
58,295

 
66,173

 
82,811

Net income (loss) attributable to non-controlling interests
145

 
192

 
165

 
299

Net income (loss) attributable to the Company
60,373

 
58,103

 
66,008

 
82,512

Distributions to preferred shareholders
(8,139
)
 
(4,024
)
 
(16,278
)
 
(8,047
)
Net income (loss) attributable to common shareholders
$
52,234

 
$
54,079

 
$
49,730

 
$
74,465

 
 
 
 
 
 
 
 
Net income (loss) per share available to common shareholders, basic
$
0.40

 
$
0.78

 
$
0.38

 
$
1.08

Net income (loss) per share available to common shareholders, diluted
$
0.40

 
$
0.78

 
$
0.38

 
$
1.07

 
 
 
 
 
 
 
 
Weighted-average number of common shares, basic
130,484,956

 
68,912,185

 
130,458,164

 
68,894,413

Weighted-average number of common shares, diluted
130,595,854

 
69,204,571

 
130,662,407

 
69,227,098





Pebblebrook Hotel Trust
Reconciliation of Net Income (Loss) to FFO and Adjusted FFO
($ in thousands, except per share data)
(Unaudited)


 
 
 
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2019

2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Net income (loss)
$
60,518

 
$
58,295

 
$
66,173

 
$
82,811

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization
53,239

 
24,510

 
107,483

 
49,359

FFO
$
113,757

 
$
82,805

 
$
173,656

 
$
132,170

Distribution to preferred shareholders
(8,139
)
 
(4,024
)
 
(16,278
)
 
(8,047
)
FFO available to common share and unit holders
$
105,618

 
$
78,781

 
$
157,378

 
$
124,123

Transaction costs
1,044

 
1,979

 
3,541

 
2,357

Non-cash ground rent
984

 
604

 
1,956

 
1,207

Management/franchise contract transition costs
801

 
(4
)
 
3,973

 
48

Interest expense adjustment for acquired liabilities
202

 
219

 
473

 
518

Capital lease adjustment
693

 
142

 
1,383

 
284

Non-cash amortization of acquired intangibles
(298
)
 
135

 
(735
)
 
276

Estimated hurricane related repairs and cleanup costs

 
583

 

 
1,378

Gain on insurance settlement
(452
)
 
(8,190
)
 
(672
)
 
(13,088
)
Business interruption proceeds
452

 
1,888

 
672

 
5,269

Unrealized gain on investment

 
(20,179
)
 

 
(20,179
)
Non-cash interest expense
1,604

 

 
3,382

 

Early extinguishment of debt
972

 

 
972

 

Adjusted FFO available to common share and unit holders
$
111,620

 
$
55,958

 
$
172,323

 
$
102,193

 
 
 
 
 
 
 
 
FFO per common share - basic
$
0.81

 
$
1.14

 
$
1.20

 
$
1.80

FFO per common share - diluted
$
0.81

 
$
1.13

 
$
1.20

 
$
1.79

Adjusted FFO per common share - basic
$
0.85

 
$
0.81

 
$
1.32

 
$
1.48

Adjusted FFO per common share - diluted
$
0.85

 
$
0.81

 
$
1.32

 
$
1.47

 
 
 
 
 
 
 
 
Weighted-average number of basic common shares and units
130,854,912

 
69,148,536

 
130,828,120

 
69,130,764

Weighted-average number of fully diluted common shares and units
130,965,810

 
69,440,922

 
131,032,363

 
69,463,449

 
 
 
 
 
 
 
 



To supplement the Company’s consolidated financial statements presented in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release includes certain non-GAAP financial measures as defined under Securities and Exchange Commission ("SEC") rules.

These measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from similarly titled non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

Funds from Operations (“FFO”) - FFO represents net income (computed in accordance with GAAP), excluding gains or losses from sales of properties, plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships. The Company considers FFO a useful measure of performance for an equity REIT because it facilitates an understanding of the Company's operating performance without giving effect to real estate depreciation and amortization, which assume that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, the Company believes that FFO provides a meaningful indication of its performance. The Company also considers FFO an appropriate performance measure given its wide use by investors and analysts. The Company computes FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to that of other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments and uncertainties, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make distributions. The Company presents FFO per diluted share calculations that are based on the outstanding dilutive common shares plus the outstanding Operating Partnership units for the periods presented.

The Company also evaluates its performance by reviewing Adjusted FFO because it believes that adjusting FFO to exclude certain recurring and non-recurring items described below provides useful supplemental information regarding the Company's ongoing operating performance and that the presentation of Adjusted FFO, when combined with the primary GAAP presentation of net income (loss), more completely describes the Company's operating performance. The Company adjusts FFO for the following items, which may occur in any period, and refers to this measure as Adjusted FFO:

- Transaction costs: The Company excludes transaction costs expensed during the period because it believes that including these costs in FFO does not reflect the underlying financial performance of the Company and its hotels.
- Non-cash ground rent: The Company excludes the non-cash ground rent expense, which is primarily made up of the straight-line rent impact from a ground lease.
- Management/franchise contract transition costs: The Company excludes one-time management and/or franchise contract transition costs expensed during the period because it believes that including these costs in FFO does not reflect the underlying financial performance of the Company and its hotels.
- Interest expense adjustment for acquired liabilities: The Company excludes interest expense adjustment for acquired liabilities assumed in connection with acquisitions, because it believes that including these non-cash adjustments in FFO does not reflect the underlying financial performance of the Company.
- Capital lease adjustment: The Company excludes the effect of non-cash interest expense from capital leases because it believes that including these non-cash adjustments in FFO does not reflect the underlying financial performance of the Company.
- Non-cash amortization of acquired intangibles: The Company excludes the non-cash amortization of acquired intangibles, which includes but is not limited to the amortization of favorable and unfavorable leases or management agreements and above/below market real estate tax reduction agreements because it believes that including these non-cash adjustments in FFO does not reflect the underlying financial performance of the Company.
- Estimated hurricane related repairs and cleanup costs: The Company excludes estimated hurricane related repairs and cleanup costs during the period because it believes that including these adjustments in FFO does not reflect the underlying financial performance of the Company and its hotels.
- Gain on insurance settlement: The Company excludes the gain on insurance settlement because the Company believes that including this adjustment in FFO does not reflect the underlying financial performance of the Company and its hotels.
- Business interruption proceeds: The Company includes business interruption proceeds because the Company believes that including these proceeds reflects the underlying financial performance of the Company and its hotels.
- Unrealized gain on investment: The Company excludes The Unrealized gain on investment because The Company believes that including this adjustment in FFO does not reflect The underlying financial performance of The Company and its hotels.
- Non-cash interest expense and early extinguishment of debt: The Company excludes non-cash interest expense and early extinguishment of debt because the Company believes that including this adjustment in FFO does not reflect the underlying financial performance of the Company and its hotels.

The Company’s presentation of FFO in accordance with the Nareit White Paper, and as adjusted by the Company, should not be considered as an alternative to net income (computed in accordance with GAAP) as an indicator of the Company’s financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of its liquidity.




Pebblebrook Hotel Trust
Reconciliation of Net Income (Loss) to EBITDA, EBITDAre and Adjusted EBITDAre
($ in thousands)
(Unaudited)
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Net income (loss)
$
60,518

 
$
58,295

 
$
66,173

 
$
82,811

Adjustments:
 
 
 
 
 
 
 
Interest expense
28,719

 
10,816

 
58,047

 
20,627

Income tax expense (benefit)
6,579

 
2,338

 
1,542

 
1,909

Depreciation and amortization
53,299

 
24,562

 
107,601

 
49,464

EBITDA / EBITDAre
$
149,115

 
$
96,011

 
$
233,363

 
$
154,811

Transaction costs
1,044

 
1,979

 
3,541

 
2,357

Non-cash ground rent
984

 
604

 
1,956

 
1,207

Management/franchise contract transition costs
801

 
(4
)
 
3,973

 
48

Non-cash amortization of acquired intangibles
(298
)
 
135

 
(735
)
 
276

Estimated hurricane related repairs and cleanup costs

 
583

 

 
1,378

Gain on insurance settlement
(452
)
 
(8,190
)
 
(672
)
 
(13,088
)
Business interruption proceeds
452

 
1,888

 
672

 
5,269

Unrealized gain on investment

 
(20,179
)
 

 
(20,179
)
Adjusted EBITDAre
$
151,646

 
$
72,827

 
$
242,098

 
$
132,079

 

 

 
 
 
 
To supplement the Company’s consolidated financial statements presented in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release includes certain non-GAAP financial measures as defined under Securities and Exchange Commission ("SEC") rules.

These measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from similarly titled non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

Earnings before Interest, Taxes, and Depreciation and Amortization ("EBITDA") - The Company believes that EBITDA provides investors a useful financial measure to evaluate its operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

Earnings before Interest, Taxes, and Depreciation and Amortization for Real Estate ("EBITDAre") - The Company believes that EBITDAre provides investors a useful financial measure to evaluate its operating performance, and the Company presents EBITDAre in accordance with the National Association of Real Estate Investment Trusts ("Nareit") guidelines, as defined in its September 2017 white paper "Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate." EBITDAre adjusts EBITDA for the following items, which may occur in any period, and refers to these measures as Adjusted EBITDAre: (1) gains or losses on the disposition of depreciated property, including gains or losses on change of control; (2) 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 (3) adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates.

The Company also evaluates its performance by reviewing Adjusted EBITDAre because it believes that adjusting EBITDAre to exclude certain recurring and non-recurring items described below provides useful supplemental information regarding the Company's ongoing operating performance and that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income (loss), more completely describes the Company's operating performance. The Company adjusts EBITDAre for the following items, which may occur in any period, and refers to these measures as Adjusted EBITDAre:

- Transaction costs: The Company excludes transaction costs expensed during the period because it believes that including these costs in EBITDAre does not reflect the underlying financial performance of the Company and its hotels.
- Non-cash ground rent: The Company excludes the non-cash ground rent expense, which is primarily made up of the straight-line rent impact from a ground lease.
- Management/franchise contract transition costs: The Company excludes one-time management and/or franchise contract transition costs expensed during the period because it believes that including these costs in EBITDAre does not reflect the underlying financial performance of the Company and its hotels.
- Non-cash amortization of acquired intangibles: The Company excludes the non-cash amortization of acquired intangibles, which includes but is not limited to the amortization of favorable and unfavorable leases or management agreements and above/below market real estate tax reduction agreements because it believes that including these non-cash adjustments in EBITDAre does not reflect the underlying financial performance of the Company and its hotels.
- Estimated hurricane related repairs and cleanup costs: The Company excludes estimated hurricane related repairs and cleanup costs during the period because it believes that including these adjustments in EBITDAre does not reflect the underlying financial performance of the Company and its hotels.
- Gain on insurance settlement: The Company excludes the gain on insurance settlement because the Company believes that including this adjustment in EBITDAre does not reflect the underlying financial performance of the Company and its hotels.
- Business interruption proceeds: The Company includes business interruption proceeds because the Company believes that including these proceeds reflects the underlying financial performance of the Company and its hotels.
- Unrealized gain on investment: The Company excludes The Unrealized gain on investment because The Company believes that including this adjustment in EBITDAre does not reflect The underlying financial performance of The Company and its hotels.

The Company’s presentation of EBITDAre, and as adjusted by the Company, should not be considered as an alternative to net income (computed in accordance with GAAP) as an indicator of the Company’s financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of its liquidity.



Pebblebrook Hotel Trust
Strategic Disposition Program Summary
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date of disposition
 
Sales price
($ in millions)
 
EBITDA multiple
 
Net operating capitalization rate
 
Sales price
per key
($ in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Hotel dispositions:
 
 
 
 
 
 
 
 
 
 
 
Park Central San Francisco and Park Central New York / WestHouse New York
 
 
11/30/2018
 
$
715.0

 
16.5
x
 
5.1
%
 
$
443

Gild Hall, New York
 
 
11/30/2018
 
38.8

 
15.8
x
 
5.3
%
 
298

Embassy Suites Philadelphia Center City
 
 
11/30/2018
 
67.0

 
11.0
x
 
8.1
%
 
233

The Grand Hotel Minneapolis
 
 
12/4/2018
 
30.0

 
8.5
x
 
10.4
%
 
214

The Liaison Capitol Hill
 
 
2/14/2019
 
111.0

 
16.9
x
 
4.9
%
 
324

Hotel Palomar Washington, DC
 
 
2/22/2019
 
141.5

 
14.9
x
 
5.9
%
 
422

Onyx Hotel
 
 
5/29/2019
 
58.3

 
15.3
x
 
5.9
%
 
521

Hotel Amarano Burbank
 
 
7/16/2019
 
72.9

 
15.8
x
 
5.7
%
 
552

Rouge Hotel*
 
 
TBD
 
42.0

 
17.4
x
 
5.0
%
 
307

 
 
 
 
 
 
 
 
 
 
 
 
Total / Average
 
 
 
 
$
1,277

 
15.5
x
 
5.54
%
 
$
395

 
 
 
 
 
 
 
 
 
 
 
 
The EBITDA multiple and net operating capitalization rate are based on the applicable hotel's estimated trailing twelve-month operating performance for 2018. The net operating income capitalization rate is based on an assumed annual capital reserve of 4.0% of total hotel revenues. The EBITDA Multiple and net operating capitalization rate for Hotel Amarano Burbank reflect an estimated adjustment for the annualized impact of real estate taxes for California's Proposition 13 because the Company believes the adjusted hotel results for this period provide investors and analysts with an understanding of the hotel-level operating performance.

These hotel results for the respective periods may include information reflecting operational performance prior to the Company's ownership of the hotels. Any differences are a result of rounding.

The information above has not been audited and is presented only for comparison purposes.

*The sale of Rouge Hotel is subject to normal closing conditions, and the Company offers no assurances that this sale will be completed.





Pebblebrook Hotel Trust
Reconciliation of 2019 Outlook Net Income (Loss) to FFO and Adjusted FFO
($ in millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
Three months ending
September 30, 2019
 
Year ending
December 31, 2019
 
Low
 
High
 
Low
 
High
 
 
 
 
 
 
 
 
Net income (loss)
$
43

 
$
46

 
$
150

 
$
156

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization
53

 
53

 
218

 
218

Loss (gain) on sale of hotel properties
5

 
5

 
(21
)
 
(21
)
FFO
$
101

 
$
104

 
$
347

 
$
353

Distribution to preferred shareholders
(8
)
 
(8
)
 
(33
)
 
(33
)
FFO available to common share and unit holders
$
93

 
$
96

 
$
314

 
$
320

Non-cash ground rent
2

 
2

 
7

 
7

Non-cash interest expense
2

 
2

 
6

 
6

Other
3

 
3

 
17

 
17

Adjusted FFO available to common share and unit holders
$
100

 
$
103

 
$
344

 
$
350

 
 
 
 
 
 
 
 
FFO per common share - diluted
$
0.71

 
$
0.73

 
$
2.40

 
$
2.44

Adjusted FFO per common share - diluted
$
0.76

 
$
0.78

 
$
2.62

 
$
2.67

 
 
 
 
 
 
 
 
Weighted-average number of fully diluted common shares and units
131.1

 
131.1

 
131.1

 
131.1

 
 
 
 
 
 
 
 
To supplement the Company’s consolidated financial statements presented in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release includes certain non-GAAP financial measures as defined under Securities and Exchange Commission ("SEC") rules.

These measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from similarly titled non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

Funds from Operations (“FFO”) - FFO represents net income (computed in accordance with GAAP), excluding gains or losses from sales of properties, plus real estate-related depreciation and amortization and after adjustments for unconsolidated partnerships. The Company considers FFO a useful measure of performance for an equity REIT because it facilitates an understanding of the Company's operating performance without giving effect to real estate depreciation and amortization, which assume that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, the Company believes that FFO provides a meaningful indication of its performance. The Company also considers FFO an appropriate performance measure given its wide use by investors and analysts. The Company computes FFO in accordance with standards established by the Board of Governors of Nareit in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to that of other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments and uncertainties, nor is it indicative of funds available to fund the Company’s cash needs, including its ability to make distributions. The Company presents FFO per diluted share calculations that are based on the outstanding dilutive common shares plus the outstanding Operating Partnership units for the periods presented.

The Company also evaluates its performance by reviewing Adjusted FFO because it believes that adjusting FFO to exclude certain recurring and non-recurring items described below provides useful supplemental information regarding the Company's ongoing operating performance and that the presentation of Adjusted FFO, when combined with the primary GAAP presentation of net income (loss), more completely describes the Company's operating performance. The Company adjusts FFO for the following items, which may occur in any period, and refers to this measure as Adjusted FFO:

- Non-cash ground rent: The Company excludes the non-cash ground rent expense, which is primarily made up of the straight-line rent impact from a ground lease.
- Non-cash interest expense: The Company excludes non-cash interest expense because the Company believes that including this adjustment in FFO does not reflect the underlying financial performance of the Company and its hotels.
- Other: The Company excludes other expenses, which include transaction costs, management/franchise contract transition costs, interest expense adjustment for acquired liabilities, capital lease adjustment, non-cash amortization of acquired intangibles and estimated hurricane related repairs and cleanup costs because the Company believes that including these non-cash adjustments in FFO does not reflect the underlying financial performance of the Company and its hotels.

The Company’s presentation of FFO in accordance with the Nareit White Paper, and as adjusted by the Company, should not be considered as an alternative to net income (computed in accordance with GAAP) as an indicator of the Company’s financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of its liquidity.

Any differences are a result of rounding.




Pebblebrook Hotel Trust
Reconciliation of 2019 Outlook Net Income (Loss) to EBITDA, EBITDAre and Adjusted EBITDAre
($ in millions)
(Unaudited)
 
 
 
 
 
 
 
 
 
Three months ending
September 30, 2019
 
Year ending
December 31, 2019
 
Low
 
High
 
Low
 
High
 
 
 
 
 
 
 
 
Net income (loss)
$
43

 
$
46

 
$
150

 
$
156

Adjustments:
 
 
 
 
 
 
 
Interest expense and income tax expense
31

 
31

 
114

 
114

Depreciation and amortization
53

 
53

 
218

 
218

EBITDA
$
127

 
$
130

 
$
482

 
$
488

Loss (gain) on sale of hotel properties
5

 
5

 
(21
)
 
(21
)
EBITDAre
$
132

 
$
135

 
$
461

 
$
467

Non-cash ground rent
2

 
2

 
7

 
7

Other
3

 
3

 
12

 
12

Adjusted EBITDAre
$
137

 
$
140

 
$
480

 
$
486

 
 
 
 
 
 
 
 
To supplement the Company’s consolidated financial statements presented in accordance with U.S. generally accepted accounting principles ("GAAP"), this press release includes certain non-GAAP financial measures as defined under Securities and Exchange Commission ("SEC") rules.

These measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from similarly titled non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations determined in accordance with GAAP.

Earnings before Interest, Taxes, and Depreciation and Amortization ("EBITDA") - The Company believes that EBITDA provides investors a useful financial measure to evaluate its operating performance, excluding the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization).

Earnings before Interest, Taxes, and Depreciation and Amortization for Real Estate ("EBITDAre") - The Company believes that EBITDAre provides investors a useful financial measure to evaluate its operating performance, and the Company presents EBITDAre in accordance with the National Association of Real Estate Investment Trusts ("Nareit") guidelines, as defined in its September 2017 white paper "Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate." EBITDAre adjusts EBITDA for the following items, which may occur in any period, and refers to these measures as Adjusted EBITDAre: (1) gains or losses of on the disposition of depreciated property, including gains or losses on change of control; (2) 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 (3) adjustments to reflect the entity's share of EBITDAre of unconsolidated affiliates.

The Company also evaluates its performance by reviewing Adjusted EBITDAre because it believes that adjusting EBITDAre to exclude certain recurring and non-recurring items described below provides useful supplemental information regarding the Company's ongoing operating performance and that the presentation of Adjusted EBITDAre, when combined with the primary GAAP presentation of net income (loss), more completely describes the Company's operating performance. The Company adjusts EBITDAre for the following items, which may occur in any period, and refers to these measures as Adjusted EBITDAre:

- Non-cash ground rent: The Company excludes the non-cash ground rent expense, which is primarily made up of the straight-line rent impact from a ground lease.
- Other: The Company excludes other expenses, which include transaction costs, management/franchise contract transition costs, non-cash amortization of acquired intangibles and estimated hurricane related repairs and cleanup costs because the Company believes that including these non-cash adjustments in EBITDAre does not reflect the underlying financial performance of the Company and its hotels.

The Company’s presentation of EBITDAre, and as adjusted by the Company, should not be considered as an alternative to net income (computed in accordance with GAAP) as an indicator of the Company’s financial performance or to cash flow from operating activities (computed in accordance with GAAP) as an indicator of its liquidity.

Any differences are a result of rounding.




Pebblebrook Hotel Trust
Same-Property Statistical Data
(Unaudited)
 
 
 
 
 
 
 
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Same-Property Occupancy
86.8
 %
 
87.1
%
 
81.1
 %
 
81.6
%
Increase/(Decrease)
(0.3
%)
 
 
 
(0.6
%)
 
 
Same-Property ADR
$
266.56

 
$
262.00

 
$
258.42

 
$
250.08

Increase/(Decrease)
1.7
%
 
 
 
3.3
%
 
 
Same-Property RevPAR
$
231.47

 
$
228.30

 
$
209.65

 
$
204.18

Increase/(Decrease)
1.4
%
 
 
 
2.7
%
 
 
 
 
 
 
 
 
 
 
Same-Property Total RevPAR
$
334.96

 
$
328.43

 
$
305.91

 
$
296.87

Increase/(Decrease)
2.0
%
 
 
 
3.0
%
 
 
 
 
 
 
 
 
 
 
Notes:
 
 
 
 
 
 
 
This schedule of hotel results for the three months ended June 30 includes information from all of the hotels the Company owned as of June 30, 2019. This schedule of hotel results for the six months ended June 30 includes information from all of the hotels the Company owned as of June 30, 2019 and excludes Onyx Hotel for Q2 in both 2019 and 2018 due to its sale in the second quarter of 2019.

These hotel results for the respective periods may include information reflecting operational performance prior to the Company's ownership of the hotels. Any differences are a result of rounding.

The information above has not been audited and is presented only for comparison purposes.







Pebblebrook Hotel Trust
Same Property Statistical Data - by Market
(Unaudited)
 
 
 
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2019
 
2019
RevPAR variance to prior-year period:
 
 
 
Boston
5.5
%
 
6.3
%
Southern Florida
5.2
%
 
6.3
%
San Diego
4.5
%
 
3.1
%
San Francisco
3.3
%
 
13.0
%
Other
0.6
%
 
(2.4
%)
Los Angeles
(0.2
%)
 
(2.5
%)
Portland
(1.5
%)
 
(5.0
%)
Chicago
(2.6
%)
 
(6.8
%)
Washington DC
(5.6
%)
 
(4.5
%)
Seattle
(13.8
%)
 
(7.8
%)
 
 
 
 
East Coast
1.9
%
 
2.3
%
West Coast
1.6
%
 
3.9
%
 
 
 
 
Notes:
 
 
 
This schedule of hotel results for the three months ended June 30 includes information from all of the hotels the Company owned as of June 30, 2019. This schedule of hotel results for the six months ended June 30 includes information from all of the hotels the Company owned as of June 30, 2019 and excludes Onyx Hotel for Q2 in both 2019 and 2018 due to its sale in the second quarter of 2019.

"Other" includes Atlanta (Buckhead), GA; Nashville, TN; New York City, NY; Philadelphia, PA; and Santa Cruz, CA.

These hotel results for the respective periods may include information reflecting operational performance prior to the Company's ownership of the hotels. Any differences are a result of rounding.

The information above has not been audited and is presented only for comparison purposes.







Pebblebrook Hotel Trust
Hotel Operational Data
Schedule of Same-Property Results
($ in thousands)
(Unaudited)
 
 
 
 
 
 
 
 
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Same-Property Revenues:
 
 
 
 
 
 
 
Room
$
304,647

 
$
300,475

 
$
550,942

 
$
536,538

Food and beverage
97,874

 
96,787

 
183,571

 
178,195

Other
38,334

 
35,001

 
69,384

 
65,370

Total hotel revenues
440,855

 
432,263

 
803,897

 
780,103

 
 
 
 
 
 
 
 
Same-Property Expenses:
 
 
 
 
 
 
 
Room
$
70,142

 
$
69,770

 
$
136,431

 
$
133,693

Food and beverage
66,864

 
63,505

 
128,927

 
122,371

Other direct
6,159

 
6,045

 
11,873

 
11,556

General and administrative
32,356

 
31,523

 
62,579

 
60,643

Information and telecommunication systems
5,581

 
5,695

 
11,357

 
11,613

Sales and marketing
31,089

 
30,257

 
59,741

 
58,528

Management fees
13,740

 
14,243

 
23,668

 
23,866

Property operations and maintenance
12,941

 
12,155

 
25,526

 
24,234

Energy and utilities
9,175

 
8,963

 
18,482

 
17,665

Property taxes
20,130

 
17,971

 
40,779

 
36,225

Other fixed expenses
12,125

 
11,688

 
23,892

 
21,798

Total hotel expenses
280,302

 
271,815

 
543,255

 
522,192

 
 
 
 
 
 
 
 
Same-Property EBITDA
$
160,553

 
$
160,448

 
$
260,642

 
$
257,911

 
 
 
 
 
 
 
 
Same-Property EBITDA Margin
36.4
%
 
37.1
%
 
32.4
%
 
33.1
%
 
 
 
 
 
 
 
 
Notes:
 
 
 
 
 
 
 
This schedule of hotel results for the three months ended June 30 includes information from all of the hotels the Company owned as of June 30, 2019. This schedule of hotel results for the six months ended June 30 includes information from all of the hotels the Company owned as of June 30, 2019 and excludes Onyx Hotel for Q2 in both 2019 and 2018 due to its sale in the second quarter of 2019.

These hotel results for the respective periods may include information reflecting operational performance prior to the Company's ownership of the hotels. Any differences are a result of rounding.

The information above has not been audited and is presented only for comparison purposes.







Pebblebrook Hotel Trust
Historical Operating Data
($ in millions except ADR and RevPAR data)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Historical Operating Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
 
Full Year
 
 
2018
 
2018
 
2018
 
2018
 
2018
 
 
 
 
 
 
 
 
 
 
 
Occupancy
 
76
%
 
87
%
 
89
%
 
77
%
 
82
%
ADR
 
$
237

 
$
262

 
$
260

 
$
246

 
$
252

RevPAR
 
$
180

 
$
228

 
$
230

 
$
191

 
$
207

 
 
 
 
 
 
 
 
 
 
 
Hotel Revenues
 
$
343.2

 
$
429.2

 
$
428.0

 
$
374.6

 
$
1,575.1

Hotel EBITDA
 
$
96.0

 
$
159.1

 
$
155.9

 
$
109.8

 
$
520.9

Hotel EBITDA Margin
 
28.0
%
 
37.1
%
 
36.4
%
 
29.3
%
 
33.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
First Quarter
 
Second Quarter
 
 
 
 
 
 
 
 
2019
 
2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Occupancy
 
75
%
 
87
%
 
 
 
 
 
 
ADR
 
$
250

 
$
267

 
 
 
 
 
 
RevPAR
 
$
188

 
$
232

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Hotel Revenues
 
$
358.7

 
$
437.9

 
 
 
 
 
 
Hotel EBITDA
 
$
98.8

 
$
159.4

 
 
 
 
 
 
Hotel EBITDA Margin
 
27.6
%
 
36.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notes:
 
 
 
 
 
 
 
 
 
 
These historical hotel operating results include information for all of the hotels the Company owned as of July 16, 2019. These historical operating results include periods prior to the Company's ownership of the hotels. The information above does not reflect the Company's corporate general and administrative expense, interest expense, property acquisition costs, depreciation and amortization, taxes and other expenses. Any differences are a result of rounding.

The information above has not been audited and is presented only for comparison purposes.













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