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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended
DECEMBER 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-26304
SUNSTONE HOTEL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
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Maryland 52-1891908
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
115 Calle de Industrias, Suite 201, San Clemente, CA 92672
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (714) 361-3900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No / /
Indicated by a check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. / /
Based on the closing sale price on New York Stock Exchange on March 3,
1997, the aggregate market value of the voting stock held by non-affiliates of
the registrant was $192,669,323.
As of March 3, 1997, there were 15,543,719 shares of Common Stock
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Report incorporates information by reference from the
definitive Proxy Statement for the Annual Meeting of Stockholders, to be held
April 17, 1997.
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SUNSTONE HOTEL INVESTORS, INC.
DECEMBER 31, 1996 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
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PAGE
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ITEM 1. BUSINESS.............................................................. 1
ITEM 2. PROPERTIES............................................................ 15
ITEM 3. LEGAL MATTERS......................................................... 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS................... 20
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS............................................................... 21
ITEM 6. SELECTED FINANCIAL DATA............................................... 22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................. 24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................... 32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.................................................. 32
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY....................... 32
ITEM 11. EXECUTIVE COMPENSATION................................................ 32
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........ 32
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................ 32
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K...... 34
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PART I
Forward-Looking Statements
When used throughout this Annual Report, the words "believes",
"anticipates" and "expects" and similar expressions are intended to
identify forward-looking statements. Such statements are subject to the
many risks and uncertainties which affect the Company's business, and
actual results could differ materially from those projected and
forecasted. These uncertainties, which include competition within the
lodging industry, the balance between supply and demand for hotel rooms,
the Company's continued ability to execute acquisitions and renovations,
the effect of economic conditions, and the availability of capital to
finance planned growth, are described but are not limited to those
disclosed in this Annual Report. These and other factors which could
cause actual results to differ materially from those in the
forward-looking statements are discussed under the heading "Risk
Factors". Given these uncertainties, readers are cautioned not to place
undue reliance on such statements. The Company also undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future events
or circumstances.
ITEM 1. BUSINESS
GENERAL
Sunstone Hotel Investors, Inc. (the "Company" or "Sunstone") is a
real estate investment trust ("REIT") with an acquisition, renovation and
repositioning strategy that currently focuses its acquisition strategy
exclusively in the Western United States. The Company brands its hotels
with strong national franchises that are among the most respected and
widely recognized brand names in the lodging industry. The majority of
the Company's hotel portfolio consists of full service and upscale
extended stay properties (71%) with the remainder of the Company's
portfolio consisting of mid-price limited service properties located
primarily in markets where significant barriers exist for new competitive
supply. As of March 3, 1997 the Company has a market capitalization of
approximately $270 million.
Geographically, 51% of the Company's portfolio is located in the
Pacific Coast states of California, Oregon and Washington, where
California's much-improved economic fundamentals have given a boost to
the hotel industry and have caused domestic outmigration to subside. The
balance of the Company's portfolio is in the Mountain states, which
according to the U.S. Census Bureau posted the fastest population growth
in the country in 1995 and 1996.
Sunstone is a self-administered REIT whose hotel operating
strategy emphasizes a commitment to increase market share at each of its
hotels. The Company is able to achieve this increase in market share
through an expansion of a strong base of direct sales and marketing with
an emphasis on repeat customers. The Company is able to increase its
customer base by providing a high level of guest satisfaction,
high-quality facilities and quality food and beverage services through
its program of subleasing its food and beverage operations to national
and regional restaurant chains.
While national in scope, success in the hospitality industry is
measured by competition in local markets and is a street-corner-by-
street-corner business. Sunstone distinguishes itself in competing local
hotel markets by providing high levels of service and value to its
guests, with high-quality hotels combined with superior marketing
practices. Based on data provided by Smith Travel Research, the Company
believes that its portfolio of renovated and rebranded hotels
consistently outperforms the industry's average year-over-year growth in
revenues by a significant margin and averaged 8.7% growth in revenue per
available room ("REVPAR") for 1996 compared to 6.7% and 5.4% average
REVPAR growth for the mid-price and upscale segments of the lodging
industry, respectively, the segments which are most representative of the
Company's hotels.
The lodging industry as a whole, and the mid-price and upscale
segments in particular, are benefiting from a favorable supply and demand
imbalance in the United States. Based on data provided by Smith Travel
Research, the Company believes that demand for rooms, as measured by
annual domestic occupied room nights, increased 3.8% and 2.6% in 1995 and
3.3% and 3.4% in 1996 for the mid-price and upscale segments,
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respectively. Future demand growth for these two segments is forecasted
to be 2.2% per year through 1999 and revenue growth for the entire hotel
industry is forecasted to be 5.4%, 5.1% and 4.9% for the years 1997, 1998
and 1999, respectively.
Management believes that the recent increase in demand has resulted
primarily from an improved economic environment and a corresponding
increase in business travel, as well as favorable demographic factors. In
spite of increased demand for rooms, the room supply growth rate has
generally not kept pace with the growth in demand in the markets in which
the Company owns hotels. This supply and demand imbalance is
significantly greater in the Pacific States. Management believes that
this lag in the supply growth rate is attributable to many factors
including the limited availability of attractive building sites for
hotels in the markets in which the Company operates, more disciplined
financing for new hotel construction and the availability of existing
properties for sale at a discount to their replacement cost. The Company
expects this supply and demand imbalance, particularly in the Western
United States, to continue, which should, if current trends continue,
result in increased REVPAR for its hotels, and consequently, lease
revenue to the Company in the near term.
The Company's operating strategy in 1996 has been to increase
REVPAR by emphasizing increases in average daily rate ("ADR"). This
strategy has been implemented by replacing certain discounted group
business with higher-rated group and transient business and by
selectively increasing room rates. The Company has been successful in
this strategy because of 1) the relatively high occupancy rates at
certain of its hotels, 2) the success of the Company's superior marketing
strategy implemented at each recently acquired hotel and 3) the effects
of repositioning recently acquired hotels as high-quality properties
through the Company's redevelopment and rebranding program. As a result
of the Company's operating strategy, on a comparable basis, REVPAR for
the 14 hotels not undergoing renovation during 1996 increased
approximately 8.7% in 1996 over 1995.
Furthermore, because the Company's lease structure with the hotel
operator is designed to capture predominantely all of the potential
up-side in revenue increases, increases in REVPAR generally yield greater
percentage increases in lease revenue to the REIT. Accordingly, for the
10 continuously-owned, nonrenovation hotels, a 6.0% increase in hotel
room revenues yielded a 10.8% increase in comparable lease revenue to the
Company in 1996.
ORGANIZATION AND INITIAL PUBLIC OFFERING
The Company is a Maryland corporation which was formed on September
21, 1994. The Company completed an initial public offering (the "IPO") on
August 16,1995. The Company contributed all of the net proceeds of the
IPO to Sunstone Hotel Investors, L.P. (the "Partnership") in exchange for
an approximately 82.5% aggregate equity interest in the Partnership. The
Company conducts all its business through and is the sole general partner
of the Partnership. As of March 3, 1997, the Company has a 87.4%
aggregate equity interest in the Partnership.
In order for the Company to qualify as a REIT under Federal income
tax law, neither the Company nor the Partnership can operate hotels.
Therefore, the Partnership leases its hotels to Sunstone Hotel
Properties, Inc., a Colorado corporation (the "Lessee"), pursuant to
percentage leases (the "Percentage Leases") with initial terms of ten
years, which provide for rent payments based principally on a percentage
of room revenues of the hotels. The Lessee pays the recurring franchise
fees, management fees and certain other operating expenses of the hotels.
The Lessee is owned by Robert A. Alter, Chairman and President of the
Company, and Charles L. Biederman, director and Executive Vice President
of the Company. Certain management functions including all finance and
accounting responsibilities are provided by Sunstone Hotel Management,
Inc., a Colorado corporation (the "Management Company"), pursuant to a
management agreement between the Lessee and the Management Company for a
fee equal to 2% of gross revenues of the hotels plus reimbursement of
accounting costs. The Management Company is wholly-owned by Mr. Alter.
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GROWTH STRATEGY
The Company's growth strategy is to enhance stockholder value by
increasing cash available for distribution per share to the holders of its
common stock by:
- Acquiring underperforming hotels located primarily in the
western United States that are, or can be redeveloped and
repositioned into, nationally franchised mid-price and
upscale hotels, with an increasing emphasis on multi-property
acquisitions;
- Enhancing the operating performance of hotels owned or
acquired by the Company through selective renovation,
redevelopment and rebranding, and improved management and
marketing; and;
- Selectively developing new mid-price and upscale hotels in
markets where room demand and other competitive and economic
factors justify new construction.
The Company believes that there will continue to be substantial
acquisition, redevelopment, renovation and repositioning opportunities in
the near future in the mid-price and upscale hotel markets in the Western
United States. The Company believes these opportunities will result from
the aging of a significant portion of the nation's hotel supply and the
recent imposition of capital expenditure and other modernization
requirements by certain national hotel franchisors on the owners of
franchised hotels, many of which are small independent hotel companies or
private hotel owners that may be unwilling or unable to satisfy such
requirements.
Since its IPO in August 1995 through March 3, 1997, the Company
has:
- Acquired 15 hotels for purchase prices aggregating $108.3
million;
- Completed construction of a 78-room Residence Inn for
approximately $5.2 million, which opened in September 1996;
- Increased the number of rooms in its portfolio by 184%, to
3,771, through acquisition and development;
- Completed $9.6 million in redevelopment and renovations to
seven of its hotels;
- Entered into a contract to acquire a 166-room full-service
convention hotel located in Pueblo, Colorado for $8.4 million
upon completion of construction by an unaffiliated developer,
which is expected to occur in the second quarter of 1998;
- Completed two secondary offerings of Common Stock in August
1996 and January 1997 providing gross proceeds of $106
million including, in each case, the full exercise of the
underwriters' over-allotment options;
- Increased availability under the Company's line of credit
from $30 million to $50 million, and reduced the borrowing
cost from LIBOR plus 2.75% to LIBOR plus 1.75%;
- Listed its securities on the New York Stock Exchange;
- Entered into a master development agreement with U.S.
Franchise Systems, Inc. and Hawthorn Suites Franchising, Inc.
to franchise extended-stay Hawthorn Suites in several major
urban markets on the Pacific Coast.
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In addition to significantly expanding its hotel portfolio, the
Company has generated internal revenue growth by renovating or
redeveloping many of its hotels, and by improving the management and
marketing programs at these hotels. The Company believes that its
recently completed and planned future redevelopment and renovation
activities, as well as improvements in management and marketing, will
continue to fuel REVPAR growth at its hotels, thereby increasing revenue
to the Company. The Company is currently planning to redevelop or
renovate, during the first and second quarters of 1997, each of the seven
hotels acquired since June 1996, for an estimated cost of $11.6 million
through completion.
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External Growth -- Completed Acquisitions
The following table sets forth certain information with respect to the Company's
hotel acquisitions, including those acquired in the IPO and thereafter.
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HOTELS ROOMS
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NUMBER CUMULATIVE NUMBER CUMULATIVE
DATE ACQUIRED PROPERTIES OF HOTELS TOTAL OF ROOMS TOTAL
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August 1995 (IPO) Initial Hotels 10 10 1,331(2) 1,331
December 1995 Hampton Inn, 1 11 152 1,483
Oakland, California
December 1995 (1) Residence Inn, Highlands Ranch 1 12 78 1,561
(Denver), Colorado
February 1996 Cypress Inn Hotels: 4 16 384 1,945
Holiday Inn Hotel & Suites
Kent, Washington
Holiday Inn Express,
Poulsbo, Washington
Holiday Inn Express,
Portland, Oregon
Hampton Inn, Clackamas
(Portland), Oregon
April 1996 Courtyard by Marriott, 1 17 163 2,108
Riverside, California
June 1996 Holiday Inn Select, 1 18 188 2,296
Renton, Washington
August 1996 Comfort Suites, 1 19 165 2,461
South San Francisco, California
Holiday Inn Hotel & Suites, 1 20 151 2,612
Price, Utah (3)
October 1996 Holiday Inn, Mesa, Arizona 3 23 527 3,139
Holiday Inn, Flagstaff, Arizona
Hampton Inn, Tucson, Arizona
December 1996 Radisson Suites Hotel, 1 24 250 3,389
Oxnard, California(4)
January 1997 Holiday Inn-Harbor View, 2 26 382 3,771
San Diego, California
Ramada Hotel,
Cypress, California(5)
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(1) The Company acquired the land on this date; the hotel opened on September
20, 1996.
(2) The total number of rooms at the time of the IPO was 1,328. In connection
with the redevelopment of the Doubletree-Santa Fe, New Mexico hotel, three
rooms were added.
(3) This hotel is currently operated under another national franchise license
for the hotel, subject to the completion of certain renovations and
improvements, which the Company estimates will be completed during the
second quarter of 1997.
(4) The Company will rebrand this hotel as a Residence Inn by Marriott upon
completion of its renovation which is expected to be completed in the
second quarter of 1997.
(5) The Company will rebrand this hotel as a Courtyard by Marriott upon
completion of its renovation which is expected to be completed in the
second quarter of 1997.
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Internal Growth
The Company's internal growth strategy is to enhance stockholder
value primarily by increasing cash available for distribution resulting
from increased revenue generated by the Lessee's sales program through
effective sales management policies and procedures at the hotels and by
renovating certain of its hotels when the Company believes such
renovations will provide incremental returns on investment and increased
revenue.
Lessee Marketing. The Company's Lessee uses a
management-by-objective sales program to coordinate, direct and manage
the sales activities of personnel located at each hotel. The Lessee is
required under the applicable Percentage Lease to implement this sales
program. Under each Percentage Lease, the Lessee is also obligated to
have a sales manager at each hotel, as reasonably required by the
Company, to coordinate, direct and manage the sales activities of
personnel located at that hotel in order to maximize revenue.
These marketing activities significantly contributed to the growth
in REVPAR for the Company's acquired hotels during 1996. On average, the
implementation of the required sales program has increased
same-unit-sales REVPAR growth 13.0% for its acquired hotels -- before any
improvements to the physical condition of the hotel are made by the
Company -- when compared to the respective corresponding periods in the
prior year. For example, the newly acquired and yet-to-be renovated
hotels contributed to the Company's positive results in the fourth
quarter of 1996, with the Price, Utah property (which the Company will
rebrand as a Holiday Inn Hotel & Suites after renovation), the Renton,
Washington Holiday Inn and the South San Francisco, California Comfort
Suites posting REVPAR growth of 18.0%, 13.1% and 10.6%, respectively, in
comparison to the fourth quarter of 1995.
Renovations. The Company upgrades its hotels to meet competitive
conditions and occupancy levels and renovates its hotels when the Company
believes such renovations will increase revenue to the Company under the
Percentage Leases or will otherwise be in the best interest of the
Company. In addition, the Percentage Leases require the Lessee to
maintain and repair the hotels in a condition that complies with the
standards of the respective franchise agreements, among other
requirements. This strategy is designed to enhance the revenue growth and
economic performance of each hotel and to maintain or increase each
hotel's market share. Management generally conducts renovation work
during off-peak periods and in a manner least disruptive to hotel
operations; however, there can be no assurance that, due to possible
construction delays, environmental problems or other reasons, management
will be successful in its efforts to minimize disruptions to hotel
operations. The Company believes that its recently completed and planned
future redevelopment and renovation activities will continue to improve
REVPAR growth at its hotels, thereby increasing revenue to the Company.
For example, during 1996 the Company completed $9.6 million of
redevelopment and renovations to its eight hotels acquired before June
1996. Normal operations did not resume at most of these properties until
the beginning of the fourth quarter of 1996. However, the emerging
contribution of these hotels in the fourth quarter was significant. The
Santa Fe, New Mexico Doubletree Hotel, the Kent, Washington Holiday Inn
Hotel & Suites and the Clackamas, Oregon Hampton Inn lead the way posting
REVPAR growth of 33.5%, 31.6% and 28.2%, respectively, compared to
pre-renovation operations for the corresponding quarter in 1995.
Development Strategy
As a secondary growth strategy, the Company will develop and
construct hotels in markets where a particular franchise brand or hotel
product type is absent. During 1996, the Company completed the
construction of a 78-room Residence Inn in Highlands Ranch (Denver),
Colorado for approximately $5.2 million, which opened in September 1996.
In its first full quarter of operations, the hotel achieved an ADR of
$89.92 and occupancy of 76.0%. Other than the acquisition of the Pueblo,
Colorado hotel currently under construction by an unaffiliated developer,
the Company presently has no plans to commence any such development or
construction and, in the absence of a strategic opportunity consistent
with its growth strategies, intends to focus on the implementation of its
acquisition and internal growth strategies for the foreseeable future.
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TAX STATUS
The Company has elected to be taxed as a REIT under Section 856 of
the Code, commencing with its taxable year ending December 31, 1995. If
the Company qualifies for taxation as a REIT, then under current federal
income tax laws the Company generally will not be taxed at the corporate
level to the extent it currently distributes at least 95% of its net
taxable income to its stockholders. Even if the Company qualifies for
taxation as a REIT, the Company may be subject to certain federal, state
and local taxes on its income and property and to federal income and
excise tax on its undistributed income.
COMPETITION
Intense competition exists for investment opportunities in
mid-priced and upscale hotels from entities organized for purposes
substantially similar to the Company's objectives as well as from other
purchasers of hotels. The Company competes for such hotel investment
opportunities with entities which have substantially greater financial
resources than the Company or better relationships with franchisors,
sellers or lenders. These entities may also generally be able to accept
more risk than the Company can prudently manage. Competition may
generally reduce the number of suitable hotel investment opportunities
offered to the Company and increase the bargaining power of property
owners seeking to sell. The Company believes that the inclusion of not
only underperforming, but also undercapitalized properties as well as
secondary markets in its strategy lessens competition for the types of
properties targeted by the Company.
There are a number of companies which develop, construct and
renovate hotels. Some of these companies perform these services only for
their own portfolios, while others actively pursue contracts for these
services with third party owners. The Company believes that it can
develop, construct and renovate hotels at costs which are competitive.
There is significant operational competition in the hotel industry.
There are numerous hotel chains that operate on a national or regional
basis, as well as other hotels, motor inns and other independent lodging
establishments throughout the Western United States. Competition is
primarily in the areas of price, location, quality and services. Many of
the Company's competitors have recognized trade names, greater resources
and longer operating histories than the Company. However, the Company
believes that its management is sufficiently experienced, and the markets
which the Company targets for acquisitions and operations have
historically had less competition than in other larger markets, enabling
the Company to compete successfully. There can be no assurances, however,
that competitors will not develop or renovate hotels in the secondary
markets in which the Company has historically operated. Increased
competition may have a negative impact on the Company's operating results
and consequently cash available for distribution.
FRANCHISE LICENSING
The hotels owned by the Company are part of a national franchise
system, such as Residence Inn by Marriott, Courtyard by Marriott,
Doubletree Hotel, Hampton Inn or Holiday Inn. Franchises in certain
locations are important in maintaining occupancy levels, which is
accomplished through the franchise's national reservation systems as well
as through brand name recognition. The importance of national franchises
is amplified for highway locations. The typical term of a franchise
agreement is twenty years for newly developed and constructed hotels and
ten years for the conversion of an existing hotel. The Company believes
that the loss of any one of its franchise agreements would not have a
material adverse effect on the Company.
SEASONALITY
The hotel industry is seasonal in nature and this seasonality is
typically geographically and market specific. The effects of seasonality
may be expected to cause significant quarterly fluctuations in the
Company's Percentage Lease revenues. Effects of this seasonality on the
Company's operating results may change depending upon the locations and
markets of additional hotels the Company acquires or develops.
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ENVIRONMENTAL MATTERS
Under various federal, state and local laws and regulations, an
owner or operator of real estate may be liable for the costs of removal
or remediation of certain hazardous or toxic substances on such property.
Such laws often impose such liability without regard to whether the owner
or operator knew of, or was responsible for, the presence of hazardous or
toxic substances on the property. The costs of removal or remediation of
such substances may be substantial, and the presence of such substances,
or the failure to promptly remediate such substances, may adversely
affect the owner's ability to fully utilize such property without
restriction, to sell such property or to borrow using such property as
collateral. In connection with the ownership and operation of the hotels,
the Company, and the Lessee, as the case may be, may be potentially
liable for any such costs.
The Company believes that its hotels are in compliance, in all
material respects, with all federal, state and local ordinances and
regulations regarding hazardous or toxic substances and other
environmental matters, the violation of which could have a material
adverse effect on the Company, or the Lessee. The Company has not been
notified by any governmental authority of any material noncompliance,
liability or claim relating to hazardous or toxic substances or other
environmental matters in connection with any of its present or former
properties.
EMPLOYEES
Messrs. Alter and Biederman have each entered into employment
agreements with the Company for one-year terms which renew automatically
until terminated. While Mr. Alter is required to devote substantially all
of his time to the business of the Company, Mr. Biederman is not. The
Company has seven other employees. The Lessee employed approximately
1,500 people as of December 31, 1996 to operate the hotels leased from
the Company. The Lessee has advised the Company that its relationship
with its employees is good. None of the employees of the Company or the
Lessee is a party to any collective bargaining agreement or other similar
agreement.
RECENT DEVELOPMENTS - FIRST QUARTER OF 1997
Acquisitions. On January 21, 1997 the Company closed a $21 million
acquisition of two full service hotels; the 180-room Ramada Hotel in
Cypress, California, for which the Company has received written approval
from Marriott to convert it to a Courtyard by Marriott and the 202-room
Holiday Inn Harbor View in San Diego, California. The price is estimated
to be significantly below replacement cost and included cash, assumption
of debt and issuance of Units. The Ramada Hotel was built in 1988 and is
located within the 587- acre Cypress Business Park. Management believes
the reported 1995 occupancy of 60.0% and average daily rate of $69.75
have significant upside potential, especially after the planned $1.4
million expenditure for soft goods and carpet replacements when coupled
with better targeted marketing efforts. Management believes the San Diego
Holiday Inn, after an estimated renovation of $2.5 million, should
achieve significant increases in occupancy and ADR over the reported 1995
occupancy of 69.0% and average daily rate of $64.00. Planned facilities
changes will also provide an additional 16 guest rooms at this hotel.
Additionally, the Company is evaluating numerous other hotel
properties for acquisition, including several portfolio acquisition
opportunities, and as of the date of this Annual Report has extended
letters of intent to purchase 19 properties in the aggregate amount of
approximately $175 million, all but one of which are subject to the
satisfaction of a number of conditions prior to closing. The Company
intends to finance the acquisition of these or other hotel properties
through cash flow from operations, through borrowings under credit
facilities and, when market conditions warrant, through the issuance of
debt or equity securities.
Franchise Conversions. The Company has received the approval from
Residence Inn by Marriott and Courtyard by Marriott for the issuance of
franchises for two of its recently acquired hotels. The 250-room, all
suite Radisson Suites Hotel in Oxnard, California has been approved for
conversion to a Residence Inn by Marriott. The 180-room Ramada Hotel in
Cypress, California, has been approved for conversion to a Courtyard by
Marriott. The Company has begun architectural and design work necessary
for the renovations and conversions required by the franchisors. The
Company currently anticipates completing the conversions by the end of
the second quarter of 1997.
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Secondary Offering. On January 10, 1997, the Company completed a
secondary offering of 4.6 million shares of common stock at $13 per
share. Gross proceeds from the offering, including the underwriter's
over-allotment option of 600,000 shares, priced at $13 per share, totaled
approximately $60.0 million.
MINIMIZING THE RISKS OF POTENTIAL CONFLICTS OF INTEREST
In order to minimize conflicts of interest inherent in the legal
structure required to maintain the Company's status as a REIT, Messrs.
Alter and Biederman each have entered into several agreements. Their
respective employment agreements restrict competitive activities and the
third party pledge agreements require each of Messrs. Alter and Biederman
to pledge Units to the Company to secure obligations of the Lessee under
the Percentage Leases with a value equal to four months initial base rent
for the hotels (approximately $3.9 million at December 31, 1996). The
Third Party Pledge Agreement will be amended, however, to limit the total
number of Units that Mr. Alter or Mr. Biederman must pledge to the
current number owned. The Third Party Pledge Agreement will also be
amended to subordinate the Company's lien on these Units to the lien in
favor of an institutional lender providing a working capital line to the
Lessee guaranteed by Mr. Alter and secured by a pledge of Mr. Alter's
Units. In addition, Messrs. Alter and Biederman entered into a unit
purchase agreement (the "Unit Purchase Agreement") with the Company and
the Lessee requiring that the Lessee's income (net of shareholder tax
liability) be used to either accumulate reserves to pay rent under the
Percentage Leases or to purchase Units from the Partnership at the then
current price of the Company's common stock. The Percentage Leases also
contain cross-default provisions permitting the Company to terminate the
Percentage Leases, subject to certain conditions, upon a default by
Messrs. Alter or Biederman under the Unit Purchase Agreement or any other
agreement with the Company. Further, the Management Company has agreed
not to collect any payments from the Lessee after receiving notice of an
event of default under a Percentage Lease. Mr. Alter has personally
guaranteed the Lessee's obligation to return any amounts received by the
Management Company in violation of this agreement.
RISK FACTORS
IMPEDIMENTS TO GROWTH AND INCREASING CASH AVAILABLE FOR DISTRIBUTION
The Company's ability to increase cash available for distribution
on its Common Stock ("Cash Available for Distribution") will depend
significantly on the Company's ability to acquire or develop additional
hotels at attractive prices. Risks associated with this growth strategy
include:
Acquisition Risks. There is significant competition for
investment opportunities in mid-price and upscale economy hotels for
entities organized for purposes similar to the Company's. Such entities
may have substantially greater financial resources than the Company or
better relationships with franchisors, sellers or lenders. They may also
generally be able to accept more risk than the Company can.
Renovation and Redevelopment Risks. The Company faces risks arising
from its strategy of acquiring hotels in need of substantial renovation
or redevelopment, particularly the risk that the cost or time to complete
the renovation or redevelopment will exceed the budgeted amount. Such
delays or cost overruns may arise from shortages of materials or skilled
labor, a change in the scope of the original project, the need to comply
with building code or other legal requirements, the discovery of
structural or other latent problems with a hotel once construction has
commenced and other risks inherent in the construction process. In
particular, renovation and redevelopment must comply with the Americans
with Disabilities Act of 1990 (the "ADA"), which provides that all public
accommodations meet certain federal requirements related to access and
use by disabled persons. The Company may be required to make substantial
modifications at the hotels to comply with the ADA. Delays or cost
overruns in connection with renovations or redevelopments could have a
material adverse effect on Cash Available for Distribution.
Development Risks. A component of the Company's growth strategy is
to develop new hotels in markets where room supply and other competitive
factors justify new construction or to purchase such hotels from
unaffiliated developers after they have been completed. New project
development will increase the Company's indebtedness and is subject to a
number of other risks, including risks of construction delays or cost
overruns,
-9-
<PAGE> 12
and the risk that required zoning, occupancy and other governmental
permits might not be obtained and the risk that projects might not be
completed. Additional risks of development projects include the risks
associated with effectively marketing a hotel in order to ramp up
occupancy at projected room rates after the hotel has been opened. Any
failure to complete a development project in a timely manner and within
budget or to ramp up occupancy after completion of the project could have
a material adverse effect on Cash Available for Distribution.
TOTAL DEPENDENCE ON THE LESSEE AND PAYMENTS UNDER THE PERCENTAGE LEASES
Certain tax rules relating to the qualification of a REIT prohibit
the Company from operating hotels. Therefore, the Company enters into
Percentage Leases with the Lessee, and the Lessee operates the hotels and
pays rent to the Company based, in large part, on the revenues from the
hotels. Consequently, the Company relies entirely on the Lessee to
effectively operate the Company's hotels in a manner which generates
sufficient cash flow to enable the Lessee to timely make the rent
payments under the applicable Percentage Leases. Ineffective operation of
the hotels may result in the Lessee's being unable to pay rent at the
higher tier level necessary for the Company to fund distributions to
stockholders because payment of base rent alone is insufficient for such
purposes. In the event that all or a portion of such higher tier rent is
not received by the Company, the Company may not be able to make such
distributions to its stockholders. There can be no assurance that the
Company will receive such higher tier rent from the Lessee or that the
Lessee will even be able to pay base rent. The Lessee controls the daily
operations of the hotels under the Percentage Leases, which have
non-cancelable initial terms of ten years. The Company selected the
Lessee without consideration of other lessees because Mr. Alter and Mr.
Biederman, who own the Lessee, owned and were involved in the management
of a number of the hotels contributed to the Company in connection with
its IPO and because Mr. Alter and Mr. Biederman own significant Units in
the Partnership and options to acquire Common Stock of the Company, and
therefore have an incentive to cause the Lessee to maximize rents. Except
as set forth in the Percentage Leases, neither the Company nor the
Partnership has the authority to require the Lessee to operate the hotels
in a manner that results in a maximization of rent to the Company. Other
than working capital to operate the hotels, the Lessee will have only
nominal assets, which will likely be insufficient to satisfy any claims
the Company may have if the Lessee defaults under the Percentage Leases.
Mr. Alter and Mr. Biederman have entered into an agreement (the "Third
Party Pledge Agreement") whereby the obligations of the Lessee under the
Percentage Leases are secured with a pledge by Mr. Alter and Mr.
Biederman of Units in the Partnership equal in value to four months of
initial base rent for each hotel. The Third Party Pledge Agreement will
be amended, however, to limit the total number of Units that Mr. Alter or
Mr. Biederman must pledge to the current number owned. The Third Party
Pledge Agreement will also be amended to subordinate the Company's lien
on these Units to the lien in favor of an institutional lender providing
a working capital line to the Lessee guaranteed by Mr. Alter and secured
by a pledge of Mr. Alter's Units. The obligations of the Lessee under the
Percentage Leases are not secured by any additional security deposits or
guarantees by third parties.
CONFLICTS OF INTEREST BETWEEN THE COMPANY AND CERTAIN OFFICERS AND
DIRECTORS
Because of Mr. Alter's and Mr. Biederman's ownership in and
positions with the Company and the Lessee and Mr. Alter's ownership of
the Management Company, there are inherent conflicts of interest between
the Lessee and the Company in the leasing, acquisition, disposition,
operation and management of the Company's hotels. Accordingly, the
interests of stockholders may not have been, and in the future may not
be, reflected fully in all decisions made or actions taken by the
officers and directors of the Company. In the event revenues from the
Company's hotels increase significantly over prior periods and operating
expenses with respect thereto are less than historical or projected
operating expenses, the Lessee could disproportionately benefit. In
addition, there may be conflicts of interest in connection with the sale
of certain hotels. Unrealized gain from the sale to the Company of
certain hotels in connection with its IPO is specially allocated to Mr.
Alter and Mr. Biederman and any sale of such hotels by the Partnership
may cause adverse tax consequences to them. In addition, the reduction of
mortgage indebtedness by the Partnership at any time below certain levels
would create adverse tax consequences to Mr. Alter and Mr. Biederman.
These conflicts may result in decisions relating to the sale of certain
hotels and/or the incurrence or repayment of indebtedness which do not
reflect solely the interests of the stockholders. In addition, the
Company will generally be required under the Percentage Leases to pay a
lease termination fee to the Lessee if the Company elects to sell a hotel
and not
-10-
<PAGE> 13
replace it with another hotel. The payment of a termination fee to the
Lessee, which is owned by Mr. Alter and Mr. Biederman, may result in
decisions regarding the sale of a hotel which do not reflect solely the
interests of the Company.
RELIANCE ON MR. ALTER
The Company places substantial reliance on the hotel industry
knowledge and experience and the continued services of Robert A. Alter,
the Company's Chairman and President. The Company's future success and
its ability to manage future growth depends in large part upon the
efforts of Mr. Alter and on the Company's ability to attract and retain
other highly qualified personnel. Competition for such personnel is
intense and there can be no assurance that the Company will be successful
in attracting and retaining such personnel. The loss of Mr. Alter's
services or the Company's inability to attract and retain highly
qualified personnel may adversely affect the operations of the Company
and the Cash Available for Distribution.
HOTEL INDUSTRY RISKS
Operating Risks and Competition. Many of the Company's competitors
have substantially greater marketing and financial resources than the
Company and the Lessee. In addition, the Company's hotels are subject to
all operating risks common to the hotel industry. The hotel industry has
experienced volatility in the past, as have the Company's hotels. Hotel
industry risks include, among other things, competition from other
hotels; over-building in the hotel industry which has adversely affected
occupancy ADR and REVPAR increases in operating costs due to inflation
and other factors, which may not necessarily be offset by increased room
rates; dependence on business and commercial travelers and tourism;
strikes and other labor disturbances of hotel employees for hotels owned
by the Company; increases in energy costs and other expenses of travel
and adverse effects of general and local economic conditions. These
factors could decrease room revenues of the hotels and adversely affect
the Lessee's ability to make payments of rent under the Percentage Leases
to the Company, and therefore reduce Cash Available for Distribution.
Seasonality of Hotel Business and the Company's Hotels. The hotel
industry is seasonal in nature. This seasonality can be expected to cause
quarterly fluctuations in the Company's Percentage Lease revenues, which,
therefore, may be insufficient to provide all of the Cash Available for
Distribution necessary to pay dividends in a given quarter.
Increased Competition Resulting From Overbuilding. The hotel
industry has historically experienced cycles of overbuilding in certain
geographic markets and product segments. Such overbuilding increases
competition for hotel guests, resulting in lower occupancies and lower
average daily rates, thereby reducing the profitability of the hotels
affected by the increased competition. While the Company's investment
strategy is to acquire underperforming hotels or hotels where there are
significant barriers to entry, there can be no assurance that the current
hotel development activities, particularly in the limited service
segment, will not create additional significant competition for the
Company's hotels. Such increased competition would reduce the revenue
generated by the Lessee, thus reducing percentage rent paid to the
Company and Cash Available for Distribution.
RISKS OF INCREASES IN OPERATING COSTS AND CAPITAL EXPENDITURES; FRANCHISE
AGREEMENTS
Hotels in general, including the Company's hotels, have an ongoing
need for renovations and other capital improvements, including periodic
replacement of furniture, fixtures and equipment. In addition, the
franchise agreements under which the Company's hotels are operated impose
specified operating standards and may permit the franchisor to condition
the continuation of a franchise agreement on the completion of capital
improvements. Under the terms of the Percentage Leases, the Company is
obligated to pay the cost of certain capital expenditures at its hotels
and to pay for furniture, fixtures and equipment. The ability of the
Company to fund these and other capital expenditures and periodic
replacement of furniture, fixtures and equipment will depend in part on
the financial performance of the Lessee and the hotels. If these expenses
exceed the Company's estimate, the additional expenses could have an
adverse effect on Cash Available for Distribution. Any inability or
failure to fund these expenditures could have a material adverse effect
on occupancy rates, ADRs and REVPAR and may constitute a breach under the
franchise agreements.
-11-
<PAGE> 14
MULTI-HOTEL ACQUISITION RISKS
The Company has increasingly emphasized and intends to continue to
emphasize acquisitions of multiple hotels in a single transaction in
order to reduce acquisition expense-per hotel and enable the Company to
more rapidly expand its hotel portfolio. Multiple-hotel acquisitions are,
however, more complex than single-hotel acquisitions and the risk that a
multiple-hotel acquisition will not close may be greater than in a
single-hotel acquisition. In addition, the Company's costs for a
portfolio acquisition that does not close are generally greater than for
an individual hotel acquisition. If the Company fails to close hotel
acquisitions, its ability to increase Cash Available for Distribution
will be limited. See "Risk Factors--Dependence on Acquisitions to
Increase Cash Available for Distribution." Another risk associated with
multiple-hotel acquisitions is that a seller may require that a group of
hotels be purchased as a package, even though one or more of the hotels
in the package does not meet the Company's investment criteria. In such
cases, the Company may purchase the group of hotels with the intent to
re-sell those which do not meet its criteria. This occurred in the first
quarter of 1996 with the acquisition of the six Cypress Inn Hotels in
Oregon and Washington, two of which were re-sold by the Company within
three months of the acquisition. In such circumstances, however, there is
no assurance as to how quickly the Company could sell such hotels or the
price at which they could be sold. Such hotels might reduce Cash
Available for Distribution if they operate at a loss during the time the
Company holds them for sale or if the Company sells them at a loss. In
addition, any gains on the sale of such hotels within four years of the
date of acquisition may be subject to a 100% tax. The Company may finance
multi-hotel acquisitions by issuing shares of Common Stock or Units in
the Partnership which are convertible into Common Stock. Such issuances
may have an adverse effect on the market price of the Common Stock.
HAWTHORN SUITES DEVELOPMENT RISKS
The Company has entered into a five-year master development
agreement with U.S. Franchise Systems, Inc. and Hawthorn Suites
Franchising, Inc. to permit the Company to franchise properties operated
under the Hawthorn Suites brand. Pursuant to the agreement, the Company
will have the right to obtain franchise licenses in several major urban
markets on the West Coast. Under the agreement, certain development
rights may terminate if the Company does not establish a certain minimum
number of licenses for Hawthorn Suites during each year. This timetable
may cause the Company to overcommit to developing and owning Hawthorn
Suites at the expense of other growth opportunities. As a franchise with
a limited number of hotels currently operating, the Company's focus on
this brand subjects it to greater risks than a more diversified approach.
COMPETITION FOR ACQUISITIONS
There will be competition for investment opportunities in mid-price
and upscale hotels from entities organized for purposes substantially
similar to the Company's objectives as well as other purchasers of
hotels. The Company is competing for such hotel investment opportunities
with entities which have substantially greater financial resources than
the Company or better relationships with franchisors, sellers or lenders.
These entities may also generally be able to accept more risk than the
Company can prudently manage. Competition may generally reduce the number
of suitable hotel investment opportunities offered to the Company and
increase the bargaining power of property owners seeking to sell.
DEPENDENCE ON ACQUISITIONS TO INCREASE CASH AVAILABLE FOR DISTRIBUTION
The Company's success in implementing its growth plan will depend
significantly on the Company's ability to acquire additional hotels at
attractive prices. After the ramp-up of certain of the hotels which were
recently redeveloped or renovated and repositioned or which are expected
to be redeveloped or renovated and repositioned in the near future,
internal growth in ADR and occupancy for the hotels is not expected to
provide as much growth in Cash Available for Distribution as will
acquisition of additional hotels. However, since the Company intends to
borrow funds to purchase, redevelop or renovate and reposition hotels,
the Company will be subject to the risks associated with increased
indebtedness, such as paying debt service even if cash flow from such
additional hotels is not sufficient to pay it or cost overruns in
redeveloping or renovating such additional hotels.
-12-
<PAGE> 15
REAL ESTATE INVESTMENT RISKS IN GENERAL
The Company's hotels will be subject to varying degrees of risk
generally incident to the ownership of real property. Income from the
hotels may be adversely affected by changes in national and local
economic conditions, changes in interest rates and in the availability,
cost and terms of mortgage funds, the impact of present or future
environmental legislation and compliance with environmental laws, the
ongoing need for capital improvements, changes in real estate tax rates
and other operating expenses, changes in governmental rules (such as
those requiring upgrades for disabled persons) and fiscal policies, civil
unrest, acts of God, including earthquakes, hurricanes and other natural
disasters (which may result in uninsured losses), acts of war, changes in
zoning laws, and other factors which are beyond the control of the
Company. In addition, real estate investments are relatively illiquid,
and the ability of the Company to vary its portfolio in response to
changes in economic and other conditions will be limited.
DISTRIBUTION OF SUBSTANTIALLY ALL OF CASH AVAILABLE FOR DISTRIBUTION;
DISTRIBUTIONS INCLUDE RETURN OF CAPITAL
Consistent with the Company's practice of acquiring properties in
need of renovation or redevelopment, the Company's annual distributions
to stockholders have constituted a high percentage of the Company's Cash
Available for Distribution. If this continues, the Company will retain
little or no cash from the rent payments under the Percentage Leases, and
expenditures for additional acquisitions or future capital improvements
would have to be funded from borrowings, or from proceeds from the sale
of assets (including the hotels) or equity securities. In addition, a
percentage of the estimated annual distribution has constituted a return
of capital rather than a distribution of retained earnings. Consequently,
there is a risk that the distribution rate has been set too high and may
not be sustainable.
TAX RISKS
The Company intends to operate so as to be taxed as a REIT under
Sections 856-860 of the Internal Revenue Code of 1986 as amended (the
"Code"). As long as the Company qualifies for taxation as a REIT, with
certain exceptions, the Company will not be taxed at the corporate level
on its taxable income that is distributed to its stockholders. A REIT is
subject to a number of organizational and operational requirements,
including requirements as to the nature of its income and assets,
distribution requirements, diversity of stock ownership requirements and
record-keeping requirements. While the Company intends to satisfy all of
these requirements for treatment as a REIT, it is possible that the
Company may in the future fail to satisfy one or more of these
requirements. Failure to qualify as a REIT would render the Company
subject to tax (including any applicable minimum tax) on its taxable
income at regular corporate rates and distributions to the stockholders
in any such year would not be deductible by the Company. Unless entitled
to relief under certain Code provisions, the Company also would be
disqualified from treatment as a REIT for the four taxable years
following the year during which qualification was lost. Even if the
Company qualifies for taxation as a REIT, the Company may be subject to
certain state and local taxes on its income and property.
In order for the Company to be taxed as a REIT, the Partnership
must be classified as a partnership for federal income tax purposes. If
the Partnership were to be taxable as a corporation, because the
Company's ownership interest in the Partnership constitutes more than 10%
of the Partnership's voting securities and exceeds 5% of the value of the
Company's assets, the Company would cease to qualify as a REIT. The
imposition of corporate income tax on the Company and the Partnership
would substantially reduce the amount of Cash Available for Distribution.
OWNERSHIP LIMITATION
In order for the Company to maintain its qualification as a REIT,
not more than 50% in value of its outstanding stock may be owned,
directly or indirectly, by five or fewer individuals (as defined in the
Code to include certain entities). Furthermore, if any stockholder or
group of stockholders of the Lessee owns, actually or constructively, 10%
or more of the stock of the Company, the Lessee could become a related
party tenant of the Partnership, which likely would result in loss of
REIT status for the Company. For the purpose of preserving the Company's
REIT qualification, the Company's Articles of Incorporation prohibit
direct or
-13-
<PAGE> 16
indirect ownership of more than 9.8% of the outstanding shares of any
class of the Company's stock by any person or group (the "Ownership
Limitation"). Generally, the capital stock owned by affiliated owners
will be aggregated for purposes of the Ownership Limitation. Subject to
certain exceptions, any transfer of Common or Preferred Stock that would
prevent the Company from continuing to qualify as a REIT under the Code
will be designated as "Shares-in-Trust" and transferred automatically to
a trust (the "Share Trust") effective on the day before the purported
transfer of such Common or Preferred Stock. The record holder of the
Common or Preferred Stock that are designated as Shares-in-Trust will be
required to submit such number of Common or Preferred Stock to the Share
Trust and the beneficiary of the Share Trust will be one or more
charitable organizations that are named by the Company.
-14-
<PAGE> 17
ITEM 2. PROPERTIES
THE HOTELS
The following table sets forth certain information for each of the
Company's hotels:
<TABLE>
<CAPTION>
Type
of No. of Date Year Last
Price Point Service/Product Rooms Acquired Built Renovated in
----------- --------------- ------ -------- ----- ------------
<S> <C> <C> <C> <C> <C> <C>
COMFORT SUITES:
San Francisco, California(1) Mid-Price Limited 165 8/12/96 1985 1997
COURTYARD BY MARRIOTT:
Cypress, California(2) Mid-Price Full 180 1/17/97 1988 1997
Fresno, California Upscale Full 116 8/16/95 1989 1994
Riverside, California Upscale Full 163 4/1/96 1988 1994
DOUBLETREE HOTEL:
Santa Fe, New Mexico Upscale Full 213 8/16/95 1985 1996
HAMPTON INN:
Arcadia, California(1) Mid-Price Limited 131 8/16/95 1988 1997
Denver, Colorado Mid-Price Limited 152 8/16/95 1986 1996
Pueblo, Colorado Upscale Limited 112 8/16/95 1986 1997
Silverthorne, Colorado Upscale Limited 160 8/16/95 1976 1993
Mesa, Arizona Mid-Price Limited 118 8/16/95 1987 1994
Oakland, California Mid-Price Limited 152 12/18/95 1986 1996
Clackamas, Oregon Mid-Price Limited 114 2/2/96 1986 1996
Tucson, Arizona(1) Mid-Price Limited 125 10/29/96 1987 1997
HOLIDAY INN:
Provo, Utah Upscale Full 78 8/16/95 1968 1994
Steamboat Springs, Colorado Upscale Full 82 8/16/95 1971 1996
Craig, Colorado Upscale Full 169 8/16/95 1981 1992
Portland, Oregon Mid-Price Limited 85 2/2/96 1986 1996
Poulsbo, Washington Mid-Price Limited 63 2/2/96 1986 1996
Kent, Washington Mid-Price Full 122 2/2/96 1986 1996
Renton, Washington(1) Upscale Full 188 6/28/96 1968 1997
Price, Utah(1)(2) Upscale Full 151 8/12/96 1985 1997
Flagstaff, Arizona(1) Upscale Full 156 10/29/96 1987 1997
Mesa, Arizona(1) Upscale Full 246 10/29/96 1984 1997
San Diego, California Upscale Full 202 1/17/97 1988 1997
Residence Inn:
Highlands Ranch, Colorado(3) Upscale Extended stay 78 12/22/95 1996 N/A
Oxnard, California(1)(2) Upscale Extended stay 250 12/19/96 1987 1997
-----
Total 3,771
=====
</TABLE>
- -------------------
(1) Renovations for this hotel are currently in progress and are expected
to be completed in the second quarter of 1997.
(2) This hotel will be rebranded upon completion of renovation.
(3) The Residence Inn in Highlands Ranch, Colorado was newly constructed
by the Company and opened in September of 1996.
Redevelopment and Renovation. In conjunction with the Company's
strategy of acquiring hotels that can benefit from extensive
improvements, reflagging and repositioning, the Company's principal
internal growth strategy is to redevelop or extensively renovate such
hotels and brand them with a national franchise that the Company believes
will generate higher REVPAR than that currently being generated. In
addition to the redevelopment strategy, the Company periodically
renovates its hotels, not only to satisfy requirements of the franchise
agreements, but to maintain or increase market share. The Company
believes that after taking into account the purchase price of each hotel
in its portfolio and the cost of renovating or redeveloping it, the
overall expenditure for each hotel is below its replacement cost. The
Company has and intends, to the extent practicable, to continue to keep
hotels operational while conducting renovation and redevelopment work by
performing such work during off-peak periods and in a manner least
disruptive to hotel operations.
-15-
<PAGE> 18
SCOPE OF RENOVATION
For those hotels whose franchise affiliation will not be changed, the
Company typically makes renovations following acquisition in order to satisfy
the existing franchisor's product improvement plan. The Company also performs
periodic routine maintenance to all hotels in order to keep them competitive.
Renovations typically consist of many of the following:
<TABLE>
<CAPTION>
GUEST ROOMS PUBLIC AREAS EXTERIOR
----------- ------------ --------
<S> <C> <C>
selectively replacing bedspreads, linens, drapes replacing drapes and valances repainting
and valances refinishing and selectively replacing seal coating parking lot
refinishing and selectively replacing furniture furniture adding lighting
and adding televisions, telephones with data replacing wallpaper and vinyl wallcovering
ports and voicemail, clock radios, coffeemakers, repainting
irons and ironing boards recarpeting
replacing wallpaper and vinyl wallcovering
repainting
recarpeting
</TABLE>
SCOPE OF REDEVELOPMENT
Redevelopment is more extensive than renovation and is used to completely
upgrade a hotel so that in certain instances it can be branded with a national
franchise if it is not already, or rebranded with a national franchise that the
Company believes will generate higher REVPAR than that currently being generated
at its hotels. Redevelopment typically involves many of the following:
<TABLE>
<CAPTION>
GUEST ROOMS PUBLIC AREAS EXTERIOR
----------- ------------ --------
<S> <C> <C>
replacing all bedspreads, linens, drapes and replacing drapes and valances repainting
valances replacing wallpaper and vinyl wallcovering installing new window
replacing all furniture repainting treatments and grill work
adding televisions, telephones with data ports and recarpeting modifying the facade
voicemail, clock radios, coffeemakers, irons and redecorating constructing port-cochere
ironing boards replacing furniture repaving or seal coating
replacing wallpaper and vinyl wallcovering rebuilding reception area parking lot
repainting redesigning lobby for improved traffic flow adding lighting
recarpeting remodeling restaurant to standards of re-roofing
remodeling guestrooms, including changing room regional or national restaurant operator
layout and modifying closets installing fire safety equipment, including
remodeling guest bathrooms with new sprinklers and smoke detectors
counntertops, tile floors, plumbing fixtures,
lights and valances
installing fire safety equipment, including
sprinklers and smoke detectors
</TABLE>
-16-
<PAGE> 19
The following table sets forth certain information with respect to the Company's
completed, outstanding and planned redevelopment and renovation activity. The
table includes renovation and redevelopment work on the Initial IPO Hotels,
which was completed by Sunstone affiliates prior to the transfer of the initial
hotels to the Company in connection with the IPO. The table does not include
work completed by any other prior owners of the hotels.
SCOPE OF RENOVATION OR REDEVELOPMENT WORK
<TABLE>
<CAPTION>
ADD/
COMPLETED OR REPLACE/ UPGRADE ROOMS RENOVATION PRIOR
EXPECTED TO BE REFURBISH MEETING SOFT GUEST FRANCHISE
COMPLETED EXTERIOR RESTAURANT LOBBY SPACE GOODS FURNITURE BATH AFFILIATION
--------- -------- ---------- ----- ----- ----- --------- ---- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Courtyard by Marriott:
Cypress, California(1) June 1997 X X X X X Ramada Hotel
Fresno, California February 1994 X X X X X X Hampton Inn
Riverside, California June 1994 X X X X X X X Ramada Hotel
Doubletree Hotel:
Santa Fe, New Mexico April 1996 X X X X X X X Best Western
Hampton Inn:
Mesa, Arizona
Tucson, Arizona October 1997 X X X X X
Arcadia, California
Oakland, California July 1996 X X X X X
Denver, Colorado
Pueblo, Colorado
Silverthorne, Colorado June 1996 X X X X
June 1997 X
Clackamas (Portland),
Oregon October 1996 X X X X X X Cypress Inn
Holiday Inn:
Flagstaff, Arizona May 1997 X X X X
San Diego, California June 1997 X X X X X
Steamboat Springs,
Colorado February 1996 X X X X X
Provo, Utah June 1994 X X X X X X
June 1997 X
Holiday Inn Hotel & Suites:
Mesa, Arizona(1) October 1997 X X X X X X X Holiday Inn
Price, Utah(1) July 1997 X X X X X X X
Kent (Seattle),
Washington(1) October 1996 X X X X X X Cypress Inn
Holiday Inn Select:
Renton (Seattle),
Washington August 1997 X X X X X X Holiday Inn
Holiday Inn Express:
Portland, Oregon August 1996 X X X X X X Cypress Inn
Poulsbo,
Washington September 1996 X X X X X Cypress Inn
Residence Inn:
Oxnard, California(1) April 1997 X X X X X X X Radisson
Suites
Highlands Ranch
(Denver), Colorado September 1996 NEWLY CONSTRUCTED
Comfort Suites:
South San Francisco,
California December 1997 X X X X X
</TABLE>
- ----------
(1) The Company has obtained a franchise license from the franchisor to rebrand
the hotel with the brand listed in the left-hand column of this table
subject to the completion of redevelopment or renovation.
-17-
<PAGE> 20
THE PERCENTAGE LEASES
In order for the Company to qualify as a REIT, neither the Company
nor the Partnership can operate any hotels. The Partnership, therefore,
leases hotels to the Lessee typically for a term of ten years pursuant to
Percentage Leases which provide for rent equal to base rent and percentage
rent. Each Percentage Lease contains the provisions generally described
below, and the Company intends that future Percentage Leases with respect to
additional hotels it may acquire will contain substantially similar
provisions, although the Independent Directors may, in their discretion,
alter any of these provisions with respect to any proposed percentage lease,
depending on the purchase price paid, economic conditions and other factors
deemed relevant at the time. The Lessee will not lease or operate any hotel
other than those owned by the Partnership.
Percentage Lease Terms. The Percentage Leases typically have a
non-cancelable term of ten years, subject to earlier termination upon the
occurrence of defaults thereunder and certain other events (including
provisions for damage to the hotels, condemnation of the hotels, and
termination of Percentage Leases on disposition of the hotels).
Amounts Payable Under the Percentage Leases. During the term of each
Percentage Lease, the Lessee is obligated to pay to the Partnership (i) base
rent and percentage rent (which includes a specified percentage of room
revenues, 5% of the Lessee's food and beverage revenues, 100% of any
sublease and concession rentals and other net revenues described in the
Percentage Leases) and (ii) certain other amounts, including interest
accrued on any late payments or charges. Base rent accrues and is required
to be paid monthly in arrears. Both the base rent and the threshold room
revenue amount in each percentage rent formula is adjusted annually for
inflation. The adjustment will be calculated at the beginning of each
calendar year based upon the change in the CPI during the prior calendar
year. Percentage rent, if any, is due monthly within forty-five days after
the end of each calendar month and is reconciled on a quarterly basis.
-18-
<PAGE> 21
PERCENTAGE LEASES:
The following table sets forth the annual base rent, and percentage rent
formulas for the hotels:
<TABLE>
<CAPTION>
ANNUAL
1996 PERCENTAGE LEASE
ANNUAL ---------------- ROOM
BASE FIRST SECOND REVENUE
RENT(1) TIER TIER THRESHOLD(1)
------- ---- ---- ------------
<S> <C> <C> <C> <C>
HOTELS:
Comfort Suites:
South San Francisco, California $ 720,000 30.0% 60.0% $ 2,400,000
Courtyard by Marriott:
Fresno, California 410,000 30.0% 63.0% 1,366,000
Riverside, California 426,000 30.0% 60.0% 1,420,000
Cypress, California 1,007,000 37.3% 62.0% 2,699,000
Doubletree Hotel:
Santa Fe, New Mexico 668,000 30.0% 63.0% 2,226,000
Hampton Inn:
Mesa, Arizona 482,000 34.0% 63.0% 1,417,000
Arcadia, California 401,000 36.0% 63.0% 1,113,000
Oakland, California 418,000 22.0% 63.0% 1,902,000
Denver, Colorado 573,000 37.5% 63.0% 1,528,000
Pueblo, Colorado 455,000 36.0% 63.0% 1,265,000
Silverthorne, Colorado 489,000 30.0% 63.0% 1,629,000
Clackamas (Portland), Oregon 437,000 38.0% 63.0% 1,150,000
Tucson, Arizona 345,000 30.0% 62.0% 1,150,000
Holiday Inn:
Steamboat Springs, Colorado 380,000 30.0% 60.0% 1,265,000
Provo,Utah 162,000 20.0% 65.0% 810,000
Flagstaff, Arizona 300,000 30.0% 61.5% 1,000,000
San Diego, California 867,000 25.9% 62.0% 3,348,000
Holiday Inn Hotel & Suites:
Craig, Colorado 431,000 30.0% 60.0% 1,437,000
Kent (Seattle), Washington 567,000 36.0% 63.0% 1,575,000
Price, Utah 270,000 24.0% 60.0% 1,125,000
Mesa, Arizona 806,000 31.0% 60.5% 2,600,000
Holiday Inn Express:
Portland, Oregon 363,000 33.0% 63.0% 1,100,000
Poulsbo, Washington 324,000 35.0% 63.0% 925,000
Holiday Inn Select:
Renton (Seattle), Washington 810,000 30.0% 62.0% 2,700,000
Residence Inn:
Highlands Ranch (Denver), Colorado 300,000 30.0% 63.0% 1,000,000
Oxnard, California 1,090,000 32.0% 61.0% 3,407,000
-----------
Total $13,501,000
===========
</TABLE>
- --------------------------------------------------------------------------------
(1) Effective January 1, 1996 and 1997, base rent payable and the room revenue
threshold under the Percentage Leases were adjusted based upon change in
the CPI for hotels acquired in 1995 and 1996.
-19-
<PAGE> 22
Other than real estate and personal property taxes, ground
lease rent, where applicable, the cost of certain furniture, fixtures
and equipment, capital expenditures, and insurance (other than
workers' compensation insurance), which are obligations of the
Partnership, the Percentage Leases require the Lessee to pay base
rent, percentage rent, other additional charges and the operating
expenses of the hotel (including workers' compensation insurance,
utility, repairs and maintenance costs and other charges incurred in
the operation of the hotel) during the terms of the Percentage Leases.
The Percentage Leases also provide for rent reductions and abatements
in the event of damage or destruction.
Maintenance and Modifications. Under the Percentage Leases,
the Company is required to pay for capital improvements at each hotel.
In addition, the Percentage Leases obligate the Company to make
available to the Lessee for the repair, replacement and refurbishment
of furniture, fixtures and equipment in the hotel, when and as deemed
necessary by the Lessee, an amount equal to 4.0% of room revenue per
quarter on a cumulative basis, provided that such amount may be used
for capital expenditures made by the Partnership respecting the hotel.
The amount in the reserve is carried forward to the extent that the
Lessee or the Company has not expended such amount, and any unexpended
amounts will remain the property of the Partnership upon termination
of the Percentage Leases. Otherwise, the Lessee will be required, at
its expense, to maintain the hotel in good order and to repair and to
pay for all operating expenses of the hotel. The Company owns
substantially all personal property including that portion affixed to,
or deemed a part of, the real estate or improvements.
Property Taxes and Insurance. The Company is responsible for
paying real estate and personal property taxes on the hotels (except
for taxes on personal property associated with the hotels which are
owned by the Lessee) and for paying all premiums for property,
casualty, comprehensive general public liability (naming the Lessee as
an additional named insured) and other insurance appropriate and
customary for properties similar to the hotel, as determined by the
Company. The Lessee is required to pay for workers' compensation
insurance. The Company believes that the coverages specified in the
Percentage Leases are of the type and amount customarily obtained by
owners of hotels similar to the Company's hotels.
ITEM 3. LEGAL MATTERS
Neither the Company nor the Partnership is currently involved
in any material litigation, nor, to the Company's knowledge, is any
material litigation currently threatened against the Company or the
Partnership or any of the hotels. The Lessee and the Management
Company have each advised the Company that it currently is not
involved in any material litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
No matters were submitted to a vote of security-holders during
the quarter ended December 31, 1996.
-20-
<PAGE> 23
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
PRICE RANGE OF COMMON STOCK
The Company's Common Stock commenced trading in the over-the-counter
market on August 16, 1995 and since July 23 1996, has been listed on the New
York Stock Exchange under the symbol "SSI". The following table sets forth, for
the periods indicated, the high and low price information for the Common Stock
on the Nasdaq National Market or New York Stock Exchange, as applicable.
<TABLE>
<CAPTION>
High Low
---- ---
<S> <C> <C>
1995
3rd Quarter (from August 16,1995). ..........$ 9.625 $ 8.875
4th Quarter ................................. 10.500 7.875
1996
1st Quarter ................................. 11.500 9.750
2nd Quarter ................................. 11.625 9.875
3rd Quarter ................................. 10.875 9.500
4th Quarter ................................. 13.625 10.000
</TABLE>
STOCKHOLDER INFORMATION
As of March 3, 1997, there were approximately 187 record holders of the
Company's Common Stock. On March 3, 1997, the last reported sale price of the
Common Stock on the New York Stock Exchange was $13.25 per share. In addition,
the Units of limited partnership interest in the Partnership (which are
exchangeable for Common Stock) were held by 49 entities and/or individuals as
of March 3, 1997. In order to comply with certain requirements related to
qualification of the Company as a REIT, the Company's Articles of Incorporation
limits the number of shares of common stock that may be owned by any single
person to 9.8% of the outstanding common stock.
DIVIDENDS
The Company has adopted a policy of paying regular quarterly dividends on its
common stock, and cash distributions have been paid on the Company's common
stock with respect to each quarter since its inception. The following table sets
forth information regarding the declaration and payment of distributions by the
Company since its inception of operation on August 16, 1995.
<TABLE>
<CAPTION>
Quarter to Distribution Distribution Per Share
Which Distribution Record Payment Distribution
Relates Date Date Amount
------- ---- ---- ------
<S> <C> <C> <C>
1995
3rd Quarter 10/20/95 11/1/95 $0.115(1)
4th Quarter 12/29/95 1/31/96 $ 0.23
1996
1st Quarter 5/1/96 5/15/96 $ 0.23
2nd Quarter 8/1/96 8/15/96 $ 0.23
3rd Quarter 11/1/96 11/15/96 $ 0.25
4th Quarter 2/1/97 2/14/97 $ 0.25
</TABLE>
-----------------------------------------------------
(1)Represents the pro rata portion (for the period from August 16, 1995 to
September 30, 1995) of a quarterly distribution of $0.23.
-21-
<PAGE> 24
The foregoing distributions represent an approximately 15%
return of capital for 1995 and zero percent for 1996, the latter due to
the difference in the timing of distribution record dates for the
fourth quarter dividend in 1995 and 1996. The return of capital
percentage for 1997 is expected to be comparable to that of 1995.
Reference is made to "Item 1 Business -- Tax Status" for information
relating to the distribution requirements applicable to a REIT. The
Company currently anticipates that it will maintain at least the
current dividend rate for the immediate future, unless actual results
of operations, economic conditions or other factors differ from its
current expectations. Future distributions paid by the Company will be
at the discretion of the Board of Directors of the Company and will
depend on the actual cash flow of the Company, its financial condition,
capital requirements, the annual distribution requirements under the
REIT provisions of the Code and such other factors as the Directors of
the Company deem relevant.
ITEM 6. SELECTED FINANCIAL DATA
The following tables set forth (i) historical financial
information for the Company for the quarters ended December 31, 1996
and 1995, the year ended December 31, 1996 and for the period August
16, 1995 (inception) through December 31, 1995, (ii) pro forma
information for the Company for the year ended December 31, 1995 which
assumes that all transactions related to the IPO occurred on January 1,
1995, (iii) historical information for the Lessee for the period August
16, 1995 (inception) to December 31, 1995, and (iv) historical
information for the predecessor of the Company ("Sunstone Hotels") for
the period January 1, 1995 through August 15, 1995 and for the three
years ended December 31, 1994. The selected combined historical
financial information for Sunstone Hotels for each of these years in
the period ended December 31, 1994 has been derived from the combined
historical financial statements and notes thereto of Sunstone Hotels
audited by Coopers and Lybrand LLP, independent accountants.
-22-
<PAGE> 25
The following selected financial information should be read in
conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the financial statements and
notes thereto included in this Annual Report.
SUNSTONE INVESTORS, INC.
STATEMENTS OF INCOME
(The Company)
<TABLE>
<CAPTION>
For the Quarter Ended For the Year Ended Inception
December 31, December 31, August 16, 1995 to
1996 1995 1996 1995 December 31, 1995
(Actual) (Actual) (Actual) (Pro Forma) (Actual)
REVENUE
<S> <C> <C> <C> <C> <C>
Lease revenue $ 4,441,000 $ 1,868,000 $14,848,000 $ 9,300,000 $ 3,013,000
Interest income 95,000 34,000 236,000 47,000 47,000
----------- ----------- ----------- ----------- -----------
4,536,000 1,902,000 15,084,000 9,347,000 3,060,000
----------- ----------- ----------- ----------- -----------
EXPENSES
Real estate related depreciation 1,457,000 715,000 4,514,000 2,276,000 968,000
Interest expense and amortization of financing costs 529,000 47,000 1,558,000 47,000 47,000
Real estate and personal property taxes and insurance 516,000 216,000 1,273,000 853,000 312,000
General and administrative 308,000 63,000 1,015,000 375,000 109,000
----------- ----------- ----------- ----------- -----------
2,810,000 1,041,000 8,360,000 3,551,000 1,436,000
Income before minority interest and extraordinary
item 1,726,000 861,000 6,724,000 5,796,000 1,624,000
Minority interest 261,000 150,000 1,090,000 1,011,000 284,000
----------- ----------- ----------- ----------- -----------
Income before extraordinary item 1,465,000 711,000 5,634,000 4,785,000 1,340,000
Extraordinary item due to early extinguishment
of debt (net of $34,000 minority interest) 159,000
----------- ----------- ----------- ----------- -----------
NET INCOME $ 1,465,000 $ 711,000 $ 5,634,000 $ 4,785,000 $ 1,181,000
=========== =========== =========== =========== ===========
NET INCOME PER SHARE $ 0.13 $ 0.11 $ 0.71 $ 0.76 $ 0.19
FUNDS FROM OPERATIONS ("FFO") $ 3,183,000 $ 1,576,000 $11,238,000 $ 8,072,000 $ 2,592,000
Number of properties at end of period 24 11 24 11 11
Number of rooms at end of period 3,389 1,477 3,389 1,477 1,477
</TABLE>
SELECTED FINANCIAL INFORMATION
(THE LESSEE AND ITS PREDECESSOR)
<TABLE>
<CAPTION>
Sunstone Hotels
Sunstone Hotel Properties Inc (The Predecessor)
For the Year From August 16, 1995 For the Period
Ended (Inception) to January 1 to For the Year Ended December 31,
December 31, 1996 December 31, 1995 August 15, 1995 1994 1993 1992
----------------- ----------------- --------------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Hotel operating revenue $38,593,000 $7,925,000 $9,675,000 $13,863,000 $11,937,000 $10,377,000
Hotel operating expense 26,907,000 5,658,000 5,679,000 9,168,000 7,514,000 6,718,000
Operating Profit 11,686,000 2,267,000 3,996,000 4,695,000 4,423,000 3,659,000
Lease rent expense 14,848,000 3,013,000
Net income (loss) (3,162,000) (746,000) 1,674,000 398,000 245,000 42,000
</TABLE>
-23-
<PAGE> 26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
Sunstone is a REIT with an acquisition, renovation and repositioning
strategy that currently focuses its acquisition strategy exclusively in the
Western United States. The Company brands its hotels with strong national
franchises that are among the most respected and widely recognized brand
names in the lodging industry. The majority of the Company's hotel
portfolio consists of full service and upscale extended stay properties
(71%) with the remainder of the Company's portfolio consisting of mid-price
limited service properties located primarily in markets where significant
barriers exist for new competitive supply. As of March 3, 1997 the Company
has a market capitalization of approximately $270 million.
Geographically, 51% of the Company's portfolio is located in the
Pacific Coast states of California, Oregon and Washington, where
California's much-improved economic fundamentals have given a boost to the
hotel industry and have caused domestic outmigration to subside. The
balance of the Company's portfolio is in the Mountain states, which
according to the U.S. Census Bureau posted the fastest population growth in
the country in 1995 and 1996.
Sunstone is a self-administered REIT whose hotel operating strategy
emphasizes a commitment to increase market share at each of its hotels. The
Company is able to achieve this increase in market share through an
expansion of a strong base of direct sales and marketing with emphasis on
repeat customers. The Company is able to increase its customer base by
providing a high level of guest satisfaction, high-quality facilities and
quality food and beverage services through its program of subleasing its
food and beverage operations to national and regional restaurant chains.
While national in scope, success in the hospitality industry is
measured by competition in local markets and is a
street-corner-by-street-corner business. Sunstone distinguishes itself in
competing local hotel markets by providing high levels of service and value
to its guests, with high-quality hotels combined with superior marketing
practices. Based on data provided by Smith Travel Research, the Company
believes that its portfolio of renovated and rebranded hotels consistently
outperforms the industry's average year-over-year growth in revenues by a
significant margin and averaged 8.7% growth in revenue per available room
("REVPAR") for 1996 compared to 6.7% and 5.4% average REVPAR growth for the
mid-price and upscale segments of the lodging industry, respectively, the
segments which are most representative of the Company's hotels.
The lodging industry as a whole, and the mid-price and upscale segments
in particular, are benefiting from a favorable supply and demand imbalance
in the United States. Based on data provided by Smith Travel Research, the
Company believes that demand for rooms, as measured by annual domestic
occupied room nights, increased 3.8% and 2.6% in 1995 and 3.3% and 3.4% in
1996 for the mid-price and upscale segments, respectively. Future demand
growth for these two segments is forecasted to be 2.2% per year through
1999 and revenue growth for the entire hotel industry is forecasted to be
5.4%, 5.1% and 4.9% for the years 1997, 1998 and 1999.
Management believes that recent demand increases have resulted
primarily from an improved economic environment and a corresponding
increase in business travel, as well as favorable demographic factors. In
spite of increased demand for rooms, the room supply growth rate has
generally not kept pace with the growth in demand in the markets in which
the Company owns hotels. This supply and demand imbalance is significantly
greater in the Pacific States. Management believes that this lag in the
supply growth rate is attributable to many factors including the limited
availability of attractive building sites for hotels in the markets in
which the Company operates, more disciplined financing for new hotel
construction and the availability of existing properties for sale at a
discount to their replacement cost. The Company expects this supply and
demand imbalance, particularly in the Western United States, to continue,
which should, if current trends continue, result in improved REVPAR for its
hotels, and consequently, lease revenue to the Company in the near term.
The Company's operating strategy in 1996 has been to increase REVPAR by
emphasizing increases in ADR. This strategy has been implemented by
replacing certain discounted group business with higher-rated group and
transient business and by selectively increasing room rates. The Company
was successful in this strategy because
-24-
<PAGE> 27
of 1) the relatively high occupancy rates at certain of its hotels, 2) the
success of the Company's superior marketing strategy implemented at each
recently acquired hotel and 3) the effects of repositioning recently acquired
hotels as high-quality properties through the Company's redevelopment and
rebranding program. As a result of the Company's operating strategy, on a
comparable basis, REVPAR for the 14 hotels not undergoing renovation during 1996
increased approximately 8.7% in 1996 over 1995.
Furthermore, because the Company's lease structure with the hotel operator is
designed to capture predominantely all of the potential up-side in revenue
increases, increases in REVPAR generally yield greater percentage increases in
lease revenue to the REIT. Accordingly, for the 10 continuously-owned,
non-renovation hotels, a 6.0% increase in hotel room revenues yielded a 10.8%
increase in comparable lease revenue to the Company in 1996.
RESULTS OF OPERATIONS OF THE COMPANY
Comparison of the Quarter and Year Ended December 31, 1996 to 1995
Overview. The following events should be considered when comparing the
results of operations for the fourth quarter and year of 1996 to the
corresponding periods of 1995.
During 1996, the Company:
- Acquired 12 hotels for purchase prices aggregating $83.0 million;
- Completed construction of a 78-room Residence Inn for approximately $5.2
million, which opened in September 1996;
- Increased the number of rooms in its portfolio by 129%, to 3,389, through
acquisition and development;
- Completed $9.6 million in redevelopment and renovations to seven of its
hotels;
- Entered into a contract to acquire a 166-room full-service convention
hotel for $8.4 million upon completion of construction by an unaffiliated
developer, which is expected to occur in the second quarter of 1998;
- Completed a secondary offering of Common Stock in August 1996 with gross
proceeds of $46 million (including the full exercise of the underwriters'
over-allotment option);
- Increased availability under the Company's line of credit from $30 million
to $50 million, and reduced the borrowing cost from LIBOR plus 2.75% to
LIBOR plus 1.90%;
In addition to significantly expanding its hotel portfolio, the Company has
generated internal revenue growth by renovating or redeveloping many of its
hotels, and by improving their management and marketing programs. The Company
believes that its recently completed and planned future redevelopment and
renovation activities, as well as improvements in management and marketing, will
continue to improve REVPAR growth at its hotels, thereby increasing revenue to
the Company. The Company is currently planning to redevelop or renovate, during
the first and second quarters of 1997, each of the seven hotels acquired since
June 1996, for an estimated cost of $11.6 million through completion.
As a result of the success of the Company's growth strategy and strong
industry fundamentals, the Company has experienced significant increases in
revenues and its hotels have experienced significant increases in REVPAR. REVPAR
is a commonly used indicator of market performance for hotels which represents
the combination of the average daily room rate charged and the average occupancy
achieved. REVPAR does not include food and beverage or other ancillary revenues
generated by the property. During 1996, the Company's 8.7% REVPAR increase over
1995 primarily represents strong percentage increases in room rates, while
occupancies have generally increased slightly.
-25-
<PAGE> 28
Results of Operations. For the fourth quarter ended December 31, 1996, net
income more than doubled to $1.5 million from $700,000, and on a per-share basis
increased by 18.2% to $0.13 per share from $0.11 per share, while revenues
increased 132% to $4.4 million from $1.9 million, as compared to the fourth
quarter of 1995. REVPAR for same-unit-sales rose 10.6% from $34.20 to $37.84,
fueled by ADR increase of 8.3% from $56.79 to $61.53, while occupancy rates
increased 2.2% from 60.2% to 61.5%.
For the year ended December 31, 1996 net income grew by 16.7% to $5.6 million
from pro forma net income of $4.8 million, and on a per-share basis decreased by
6.6% to $0.71 from $0.76 of pro forma net income per share, while revenues
increased 62.4% to $15.1 million from pro forma revenues of $9.3 million, as
compared to the pro forma year ended December 31, 1995. For those hotels not
undergoing renovations, results for the year ended December 31, 1996 reflect
same-unit-sales increases in REVPAR of 8.7% from $38.08 to $41.38, and ADR of
7.8% from $57.51 to $62.01, with an increase in occupancy rates of 0.5
percentage points to 66.7%. REVPAR for hotels under renovation during 1996
decreased 14.3% compared to 1995.
External Growth -- 1996 Acquisitions, Renovations and Rebranding, Redevelopment
and Development
Acquisitions formed the cornerstone of Sunstone's significant growth in 1996.
During the first full year of operations since its IPO in August 1995, the
Company acquired a total of 12 hotels with 1,828 rooms for purchase prices
aggregating $88.0 million. These acquisitions were the primary factor in the
Company's 132% increase in revenues for the fourth quarter over 1995 pro forma
revenues. The Company's portfolio now contains a total of 26 hotels in strategic
Western United States locations. Through these acquisitions, as well as
development, the Company has increased the number of rooms in its portfolio by
184% to 3,771 since its IPO.
As Sunstone placed these newly-renovated, high-quality products in the
marketplace, Sunstone continued to receive the support of major franchisors and,
as part of its renovation, redevelopment and development strategy, has rebranded
eight hotels under such leading brands as Doubletree Hotel, Hampton Inn, Holiday
Inn and Residence Inn by Marriott. The Company believes that the rebranding of
its hotels with strong national franchises will result in increases in REVPAR in
the near term and in a competitive position during periods of both economic
growth and decline. Additionally, the Company has entered into a master
development agreement with the U.S. Franchise Systems, Inc. and Hawthorn Suites
Franchising, Inc. to franchise extended-stay Hawthorn Suites in several major
urban markets on the Pacific Coast. The Company expects to add this upscale,
extended-stay flag to its portfolio as early as the first quarter of 1997.
Where appropriate the Company has sought opportunities to develop hotels from
the ground up, and during the year completed the construction of a 78-room
Residence Inn in Highlands Ranch (Denver), Colorado for approximately $5.2
million, which opened in September 1996. In it's first full quarter of
operations, the hotel achieved an ADR of $89.92 and occupancy of 76.0%. During
1996, the Company has also completed $9.6 million in redevelopment and
renovations to seven of its hotels, and to date is planning redevelopment
budgeted at $11.6 million of seven additional hotels in 1997.
Internal Growth
The strong, 10.6% REVPAR growth in the fourth quarter of 1996 was a result
not only of the performance of the recently redeveloped properties, but also of
the internal revenue growth from continuously operated hotels. Sunstone's
recently renovated hotels contributed to the Company's strong fourth-quarter
performance with the Santa Fe, New Mexico Doubletree Hotel, the Kent, Washington
Holiday Inn Hotel & Suites and the Clackamas, Oregon Hampton Inn leading the way
posting REVPAR growth of 33.5%, 31.6% and 28.2%, respectively, compared to
pre-renovation operations for the corresponding quarter in 1995. Newly acquired
and yet-to-be renovated hotels also contributed to the Company's positive
results, with the Price, Utah property (which Sunstone will reflag as a Holiday
Inn Hotel & Suites after renovation), the Renton, Washington Holiday Inn and the
South San Francisco, California Comfort Suites posting REVPAR growth of 18.0%,
13.1% and 10.6%, respectively in comparison to the fourth quarter of 1995.
Additionally, the Riverside, California Courtyard by Marriott, the Denver,
Colorado Hampton Inn and the Arcadia, California Hampton Inn led the
contribution to internal growth from continually operated hotels, with REVPAR
growth of 32.3%, 15.8% and 10.4%, respectively, over the fourth quarter of 1995.
The Provo, Utah
-26-
<PAGE> 29
Holiday Inn, affected by new competition and decreasing demand, decreased 13% in
REVPAR for the same period. The Company also posted significant gains from the
Craig, Colorado Holiday Inn and the Fresno, California Courtyard by Marriott,
which posted REVPAR gains of 9.7% and 9.2% over the fourth quarter of 1995.
The following tables summarize average occupancy, ADR and REVPAR on a
same-unit-sales basis for the hotels for the quarter and year ended December 31,
1996.
<TABLE>
<CAPTION>
Quarter Ended Year Ended
December 31, December 31,
All Hotels: 1996 1995 1996 1995
- ----------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Occupancy Rate 61.5% 60.2% 64.9% 66.9%
ADR $61.53 $56.79 $62.13 $58.04
REVPAR $37.84 $34.20 $40.30 $38.82
REVPAR % change 10.6% 3.8%
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended Year Ended
December 31, December 31,
Non-Renovation Hotels: 1996 1995 1996 1995
- ---------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Occupancy Rate 61.5% 60.2% 66.7% 66.2%
ADR $61.53 $56.79 $62.01 $57.51
REVPAR $37.84 $34.20 $41.38 $38.08
REVPAR % change 10.6% 8.7%
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended Year Ended
December 31, December 31,
Renovation Hotels (2): 1996 1995 1996 1995
- ---------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Occupancy Rate N/A N/A 54.5% 66.2%
ADR N/A N/A $62.72 $60.17
REVPAR N/A N/A $34.17 $39.85
REVPAR % change N/A (14.3%)
</TABLE>
(1) Non-renovation hotels are those hotels that had minor expenditures for
renovation during the respective periods of 1996 and included 16 of the
Company's portfolio of 24 hotels.
(2) Renovation hotels are those hotels that had significant expenditures for
renovation or redevelopment during the respective periods of 1996 and included 8
of the Company's portfolio of 24 hotels.
Comparison of Year Ended December 31, 1995 to Year Ended December 31, 1994
Because of the vast differences in organizational structure and composition
of the Company (which commenced operations on August 16, 1995) as compared to
Sunstone Hotels (the predecessor of the Company) a comparison of the results of
operations of the two different entities for differing operating periods is not
considered meaningful.
-27-
<PAGE> 30
Seasonality and Diversification
The hotel industry is seasonal in nature and this seasonality is typically
geographically and market specific. The effects of seasonality may be expected
to cause significant quarterly fluctuations in the Company's Percentage Lease
revenues. Effects of this seasonality on the Company's operating results may
change depending upon the locations and markets of additional hotels the Company
acquires.
The Company has implemented a business strategy of franchise and geographic
diversification. The following tables summarize certain information for the
Company's hotels with respect to franchise affiliations and to the distribution
of hotels throughout the Western United States.
FRANCHISE AFFILIATIONS
<TABLE>
<CAPTION>
Revenues
Number of Rooms Percentage of Rooms For the year Ended Percentage of
Franchise System As of December 31, 1996 As of December 31, 1996 December 31, 1996 Gross Revenues
- ---------------- ----------------------- ----------------------- ----------------- --------------
<S> <C> <C> <C> <C>
Marriott -- Courtyard
and Residence Inn(1) 607 17.9% $ 4,320,000 11.3%
Comfort Suites 165 4.9 1,524,000 4.0
Doubletree Hotel 213 6.3 2,869,000 7.5
Hampton Inns 1,064 31.4 16,180,000 42.4
Holiday Inns (2) 1,340 39.5 13,307,000 34.8
----- ----- ----------- -----
3,389 100.0% $38,200,000 100.0%
===== ===== =========== =====
</TABLE>
- ---------------------------------------------------
(1) Includes the Oxnard, California Radisson Suites Hotel which will be
rebranded as a Residence Inn by Marriott upon completion of renovation
which is expected to occur in the second quarter of 1997.
(2) Includes the Price, Utah Days Inn which will be rebranded as a Holiday Inn
& Suites upon completion of renovation which is expected to occur in the
second quarter of 1997.
GEOGRAPHIC DIVERSIFICATION
<TABLE>
<CAPTION>
Number of Revenue
Rooms Percentage of Rooms For the Year Ended Percentage of
State (As of December 31, 1996) (As of December 31, 1996) December 31, 1996 Revenues
----- ------------------------- ------------------------- ----------------- --------
<S> <C> <C> <C> <C>
Arizona 645 19.0% $ 3,746,000 9.8%
California 977 28.8 9,820,000 25.7
Colorado 753 22.2 12,822,000 33.6
New Mexico 213 6.3 2,869,000 7.5
Oregon 199 5.9 1,825,000 4.8
Utah 229 6.8 2,263,000 5.9
Washington 373 11.0 4,855,000 12.7
----- ----- ----------- -----
Total 3,389 100.0% $38,200,000 100.0%
===== ===== =========== =====
</TABLE>
Accounting Policies
In March and October 1995, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 121 "Accounting for the
Impairment of Long Lived Assets and for Long Lived Assets to be Disposed Of" and
No. 123 "Accounting for Stock-Based Compensation," respectively. Implementation
of Standard No. 121 has not had an effect on its financial position or results
of operations. Management has implemented the disclosure method of Standard No.
123 and, accordingly, there has been be no impact on the Company's financial
position or results of operations.
-28-
<PAGE> 31
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Provided by Operating Activities. The Company's operating
activities provide the principal source of cash to fund the Company's operating
expenses, interest expense, recurring capital expenditures and dividend
payments. The Company anticipates that its cash flow provided by leasing the
hotels to the Lessee will provide the necessary funds on a short and long term
basis to meet its operating cash requirements. In 1996, the Company paid
dividends and distributions totaling $8.4 million representing an average of
$0.24 per share or Partnership Unit on a quarterly basis. Beginning with the
third quarter of 1996, the Company increased its regular quarterly dividend 8.7%
to $0.25 per share.
Cash flows from Investing and Financing Activities.
The Company believes a regular program of capital improvements, including
replacement and refurbishment of furniture, fixtures and equipment at its
hotels, as well as the periodic renovation and redevelopment of certain of its
hotels, is essential to maintaining the competitiveness of the hotels and
maximizing revenue growth. The Company is also required under the Percentage
Leases to make available to the Lessee for the repair, replacement and
refurbishment of furniture, fixtures and equipment an amount equal to 4% of the
room revenue per quarter on a cumulative basis, provided that such amount may be
used for capital expenditures made by the Company with respect to the hotels.
The Company expects that this amount will be adequate to fund the required
repairs, replacements and refurbishments and to maintain its hotels in a
competitive condition.
Additionally, the Company intends to finance the acquisition of additional
hotel properties, hotel renovations and non-recurring capital improvements
principally through a loan facility of Bank One of Arizona, N.A. and, when
market conditions warrant, to issue additional equity or debt securities. During
1996, the Company raised $53.2 million through issuance and assumption of debt
and $46.0 million through issuance of equity securities. As of December 31,
1996, the Company had $9.6 million of unused credit on the $50 million line of
credit facility from Bank One (the "Facility") and immediately after the
Company's January 10, 1997 spot offering had $35.1 million available under the
Facility. Interest currently accrues on advances under the Facility at a rate
equal to the three-month LIBOR plus 1.75%. The Company is currently in
negotiations with Bank One together with Credit Lyonnais and Wells Fargo to
provide a $100 million line of credit.
Up to $5 million of the Facility may be used for working capital purposes.
The Facility matures in October, 1998, at which time the outstanding balance at
the end of that period is convertible, at the option of the Company, into a
three-year term loan. The Facility is secured by first mortgages on the majority
of the Company's hotels. The Company has the option of owning hotels not subject
to the lien securing the Facility so long as no proceeds under the Facility are
used with respect to such hotels and any other lender loaning against such
hotels limits its liens to only that hotel. This feature of the Facility gives
the Company the ability to separately finance on a long-term basis certain of
its hotels. The Company may seek to obtain such stand-alone mortgage facility if
market conditions are appropriate in management's view. The Facility may be
retired in whole or in part from the proceeds of public or private issuances of
equity or debt securities by the Company and may be refinanced in whole or in
part with fixed-rate financing. However, because Messrs. Alter and Biederman and
certain affiliates would suffer adverse tax consequences if the Company's
mortgage indebtedness were reduced below $13.6 million, the Company does not
anticipate reducing its mortgage indebtedness below this amount. The Company may
seek to obtain such a stand-alone mortgage facility if market conditions are
appropriate in management's view.
As part of its investment strategy, the Company plans to acquire additional
hotels. Future acquisitions are expected to be funded through use of the
Facility or other borrowings and the issuance of additional equity or debt
securities. The Company's Articles of Incorporation limits consolidated
indebtedness to 50% of the Company's investment in hotel properties, at cost on
a consolidated basis, after giving effect to the Company's use of proceeds from
any indebtedness. Management believes that it will have access to capital
resources sufficient to satisfy the Company's cash requirements and to expand
and develop its business in accordance with its strategy for future growth.
During 1996, the Company used cash in the amount of $83.9 million as well as
debt and the issuance of Units to acquire hotel assets, including redevelopment
and recurring capital expenditures.
-29-
<PAGE> 32
During 1996, the Company substantially completed approximately $9.6 million
in major renovations and conversions of seven of its hotels. The Company is
currently engaged in renovations of eight of its more recently acquired hotels
for approximately $11.6 million. Management believes the renovations should
result in incremental increases in REVPAR at these renovation hotels and
increased lease revenue for the Company. In addition, the Company may acquire
additional hotels and invest additional cash for renovations during 1997.
Funds From Operations ("FFO"). Management believes that FFO is one measure
of financial performance of an equity REIT, such as the Company. On a pro forma
basis, FFO (as defined by the National Association of Real Estate Investment
Trusts)(1) for the fourth quarter of 1996 doubled to $3.2 million from $1.6
million. For the year ended December 31, 1996, FFO grew by 38.3% to $11.2
million from $8.1 million.
<TABLE>
<CAPTION>
Quarter Ended Year Ended
December 31, December 31,
1996 1995 1996 1995
Actual Pro Forma Pro Forma Pro Forma
------ --------- --------- ---------
<S> <C> <C> <C> <C>
Income before minority interest $1,726,000 $ 861,000 $ 6,724,000 $ 5,796,000
Real estate related depreciation 1,457,000 715,000 4,514,00 2,276,000
---------- ---------- --------- ----------
Funds from operations $3,183,000 $1,576,000 $11,238,000 $8,072,000
========== ========== =========== ==========
</TABLE>
- --------------------------------------------------------------------------------
(1) With respect to the presentation of FFO, management elected early adoption
of the "new definition" as recommended in the March 1995 NAREIT White Paper
on Funds From Operations beginning January 1, 1995. Management and industry
analysts generally consider funds from operations to be one measure of the
financial performance of an equity REIT that provides a relevant basis for
comparison among REITs and it is presented to assist investors in analyzing
the performance of the Company. Funds From Operations is defined as income
before minority interest (computed in accordance with generally accepted
accounting principles), excluding gains (losses) from debt restructuring and
sales of property and real estate related depreciation and amortization
(excluding amortization of financing costs). Funds From Operations does not
represent cash generated from operating activities in accordance with
generally accepted accounting principles and is not necessarily indicative
of cash available to fund cash needs. Funds From Operations should not be
considered an alternative to net income as an indication of the Company's
financial performance or as an alternative to cash flows from operating
activities as a measure of liquidity.
The Lessee
For a discussion of the Lessee's revenue operations and a comparison of the
year ended December 31, 1996 to 1995, see "Results of Operations of the
Company." Additionally, the Lessee reported a net loss of $3.2 million in 1996.
Notwithstanding the net loss, cash flows were provided by operating activities
during 1996 in the amount of $384,000. The loss is primarily due to the effects
on the Lessee of executing the Company's strategy of renovating and
repositioning its acquired hotels. Additional losses are primarily attributable
to the transition to new management at acquired hotels, seasonal operations as
determined by the timing of acquisitions, the operating leverage of certain
Percentage Leases, new competitive supply in the Provo, Utah Holiday Inn market
and a temporary decline in the local Santa Fe, New Mexico market.
Typically, the Company's renovations and redevelopments of acquired hotels
are extensive involving refurbishing exteriors, renovations to restaurants and
lobbies and extensive renovations to guest rooms, including guest bath,
furniture and soft goods. On average, the Company has spent over 25% of the
purchase price on renovations which typically last approximately six to nine
months. During the renovations, the Lessee's revenues are significantly reduced.
In addition, there is typically a brief ramp up period of approximately one to
three months before the renovated hotels produce positive cash flow for the
Lessee. Further, many of the recently renovated hotels have not yet produced
significant positive cash flows because of the lower REVPAR typically generated
by these hotels in the fourth and first quarters.
By the beginning of the second quarter of 1996, seven of the sixteen hotels
then operated by the Lessee were undergoing substantial renovation and
redevelopment. These seven hotels contributed $1.5 million to the 1996 loss.
Three of these renovation projects were not completed until late in the third
quarter of 1996 and the remaining four were generally not completed until late
in the fourth quarter of 1996. Management of the Company and the Lessee believe
that the related losses represent costs that have a reasonable assurance of
future economic benefit that will be derived from significantly improved
operating performance of the renovated and redeveloped hotels.
-30-
<PAGE> 33
During the periods following renovation and redevelopment in 1996 and during
the first two months of 1997, each of the seven renovated hotels have
experienced dramatic increases in REVPAR when comparing stabilized, normal,
pre-renovation operations in months of the prior year to the corresponding
months of post- renovation operations in 1996 and 1997. The weighted average
REVPAR growth for these periods for the renovated and redeveloped hotels is
21.6% while the national average for 1996 was 6.0%. While the Company
significantly benefited from this upside improvement, the Lessee also minimized
its losses from these hotels during the post renovation periods, which in each
instance, was during an off-season interval. Management of the Company and the
Lessee believe that REVPAR and operations for the renovated and redeveloped
hotels will continue to show improved results in the short and long term and
anticipate the Lessee will generate net income and substantial positive
operational cash flow during 1997. There can be no assurance, however, that the
Lessee's operating results will improve because of various factors described
under "Risk Factors." Further, the acquisition by the Company of additional
hotels requiring extensive renovations or redevelopment could create significant
negative cashflows offsetting the improved operating results of the renovated
and redeveloped hotels.
As of December 31, 1996, the Lessee had a net working capital deficit of
$3.9 million. The Lessee has received credit approval from a financial
institution for a $1.5 million working capital line of credit. The Lessee
anticipates that cash provided by operations will be an adequate source of
liquidity for the foreseeable future.
The following table sets forth certain information for each of the hotels
which were undergoing redevelopment in 1996:
<TABLE>
<CAPTION>
Average
Number of Months REVPAR
Hotel Rooms After Renovation Growth
----- ----- ---------------- ------
<S> <C> <C> <C>
Clackamas (Portland), Oregon
Hampton Inn 114 2 160.1%
Kent (Seattle), Washington
Holiday Inn & Suites 122 2 57.6%
Portland, Oregon
Holiday Inn Express 85 2 19.5%
Poulsbo, Washington
Holiday Inn Express 63 2 20.2%
Oakland, California
Hampton Inn 152 7 8.6%
Santa Fe, New Mexico
Doubletree Hotel 213 7 4.8%(1)
Steamboat Springs, Colorado
Holiday Inn 82 9 24.9%
----
Total/average/weighted average 831 4.4 21.6%
=====
</TABLE>
- ------------------------------
(1) The Santa Fe, New Mexico Doubletree Hotel and its related local market
experienced a temporary decline in revenue during 1996. For the four month
period ended February 28, 1997, the hotel's REVPAR growth was 35.9%.
-31-
<PAGE> 34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by Regulation S-X
are included in this Report on Form 10-K commencing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
Certain information required by Part III is omitted from this Report in that
the Company has filed a definitive proxy statement pursuant to Regulation 14A
(the "Proxy Statement") for its Annual Meeting of Stockholders to be held April
17, 1997 and the information included therein is incorporated herein by
reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information with respect to directors of the Company is incorporated by
reference from the information under the caption "Election of
Directors--Nominees" in the Company's Proxy Statement. Information with respect
to executive officers of the Company is incorporated by reference from the
information under the caption "Executive Officers" in the Company's Proxy
Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information under the caption "Executive Compensation and Other
Information" in the Company's Proxy Statement is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information under the caption "Stock Ownership of Management and
Principal Stockholders" in the Company's Proxy Statement is incorporated by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information under the caption "Certain Transactions" in the Company's
Proxy Statement is incorporated by reference.
-32-
<PAGE> 35
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form
10 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Clemente, State of California, on March 13, 1997.
SUNSTONE HOTEL INVESTORS, INC.
By: /s/ ROBERT A. ALTER
----------------------------------------
Robert A. Alter
President, Secretary and
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10K has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ROBERT A. ALTER President, Secretary and Chairman March 13, 1997
- ----------------------------- of the Board of Directors (Principal
Robert A. Alter Executive Officer)
/s/ CHARLES L. BIEDERMAN Executive Vice President and Director March 13, 1997
- -----------------------------
Charles L. Biederman
/s/ KENNETH J. BIEHL Vice President and Chief Financial Officer March 13, 1997
- ----------------------------- (Principal Financial and Accounting Officer)
Kenneth J. Biehl
/s/ C. ROBERT ENEVER Director March 13, 1997
- -----------------------------
C. Robert Enever
/s/ LAURENCE GELLER Director March 13, 1997
- -----------------------------
Laurence Geller
/s/ DAVID E. LAMBERT Director March 13, 1997
- -----------------------------
David Lambert
/s/ H. RAYMOND BINGHAM Director March 13, 1997
- -----------------------------
H. Raymond Bingham
/s/ FREDRIC H. GOULD Director March 13, 1997
- -----------------------------
Fredric H. Gould
/s/ EDWARD H. SONDKER Director March 13, 1997
- -----------------------------
Edward H. Sondker
/s/ MARK A. FERRUCCI Director March 13, 1997
- -----------------------------
Mark A. Ferrucci
</TABLE>
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<PAGE> 36
PART IV
ITEM EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------------------------------------------------------------------------------
<S> <C>
3.1 Amended Articles of Incorporation of the Company, as further
amended by the Articles of Amendment of the Company, as filed
with the State Department of Assessments and Taxation of Maryland
on November 9, 1994, filed as Exhibit 3.1 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
3.2 Bylaws of the Company, as currently in effect, filed as Exhibit
3.2 to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
3.3 Articles of Amendment of the Company, as filed with the State
Department of Assessments and Taxation of Maryland on June 19,
1995, filed as Exhibit 3.3 to the Company's Registration
Statement No. 33-84346 and incorporated herein by this reference.
10.1 Form of First Amended and Restated Agreement of Limited
Partnership of the Partnership, filed as Exhibit 10.1 to the
Company's Registration Statement No. 33-84346 and incorporated
herein by this reference.
10.1.1 First Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of December 12, 1995, filed as
Exhibit 10.36 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (the "1995 10-K") and incorporated
herein by this reference.
10.1.2 Second Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of December 28, 1995, filed as
Exhibit 10.1.2 to the Company's 1995 10-K and incorporated herein
by this reference.
10.1.3 Third Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of March 17, 1996, filed as Exhibit
10.1.3 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.4 Fourth Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of March 28, 1996, filed as Exhibit
10.1.4 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.5 Fifth Amendment to First Amended and Restated Agreement and
Limited Partnership dated as of July 31, 1996, filed as Exhibit
10.1.5 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.6 Sixth Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of August 10, 1996, filed as Exhibit
10.1.6 to the Company's Registration Statement No. 333-07685 and
incorporated herein by this reference.
10.1.7 Seventh Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of September 10, 1996, filed as
Exhibit 10.1.7 to the Company's Registration Statement No.
333-07685 and incorporated herein by this reference.
10.1.8* Eighth Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of October 29, 1996.
</TABLE>
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<PAGE> 37
<TABLE>
<CAPTION>
<S> <C>
10.1.9* Ninth Amendment to First Amended and Restated Agreement of
Limited Partnership dated as of December 31, 1996.
10.2 Form of Percentage Lease, filed as Exhibit 10.2 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.2.1 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Hampton Inn Hotel located in
Denver S.E., Colorado, filed as Exhibit 10.2.1 to the Company's
1995 10-K and incorporated herein by this reference.
10.2.2 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Hampton Inn Hotel located in
Pueblo, Colorado, filed as Exhibit 10.2.2 to the Company's 1995
10-K and incorporated herein by this reference.
10.2.3 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Courtyard By Marriott Hotel
located in Fresno, California, filed as Exhibit 10.2.3 to the
Company's 1995 10-K and incorporated herein by this reference.
10.2.4 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Courtyard By Marriott Hotel
located in Fresno, California, filed As Exhibit 10.2.4 to the
Company's 1995 10-K and incorporated herein by this reference.
10.2.5 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Holiday Inn Hotel located in
Steamboat Springs, Colorado, filed as Exhibit 10.2.5 to the
Company's 1995 10-K and incorporated herein by this reference.
10.2.6 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Holiday Inn Hotel located in
Craig, Colorado, filed as Exhibit 10.2.6 to the Company's 1995
10-K and incorporated herein by this reference.
10.2.7 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Holiday Inn Hotel located in
Provo, Utah, filed as Exhibit 10.2.7 to the Company's 1995 10-K
and incorporated herein by this reference.
10.2.8 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P. as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Hampton Inn Hotel located in
Silverthorne, Colorado, filed as Exhibit 10.2.7 to the Company's
1995 10-K and incorporated herein by this reference.
10.2.9 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Doubletree Hotel located in
Santa Fe, New Mexico, filed as Exhibit 10.2.9 to the Company's
1995 10-K and incorporated herein by this reference.
10.2.10 Lease Agreement dated as of August 16, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Hampton Inn Hotel located in
Arcadia, California, filed as Exhibit 10.2.10 to the Company's
1995 10-K and incorporated herein by this reference.
10.2.11 Lease Agreement dated as of December 13, 1995 by and between
Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
Properties, Inc., as lessee, for the Hampton Inn Hotel located in
Oakland, California, filed as Exhibit 10.2.11 to the Company's
1995 10-K and incorporated herein by this reference.
</TABLE>
-35-
<PAGE> 38
<TABLE>
<CAPTION>
<S> <C>
10.2.12 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Clackamas,
Oregon, filed as Exhibit 10.2.12 to the Company's First Quarter
1996 10-Q/A and incorporated herein by this reference.
10.2.13 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Kent,
Washington, filed as Exhibit 10.2.13 to the Company's First
Quarter 1996 10-Q/A and incorporated herein by this reference.
10.2.14 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Poulsbo,
Washington, filed as Exhibit 10.2.14 to the Company's First
Quarter 1996 10-Q/A and incorporated herein by this reference.
10.2.15 Lease Agreement dated February 2, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Cypress Inn hotel located in Portland,
Oregon, filed as Exhibit 10.2.15 to the Company's First Quarter
1996 10-Q/A and incorporated herein by this reference.
10.2.16 Lease Agreement dated March 28, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Courtyard by Marriott Hotel located in
Riverside, California, filed as Exhibit 10.2.16 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.2.17 Lease Agreement dated June 28, 1996 by and between Sunstone Hotel
Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
as lessee, for the Holiday Inn Hotel located in Renton,
Washington, filed as Exhibit 10.2.17 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.2.18 Lease Agreement dated August 13, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Days Inn Hotel located in Price, Utah,
filed as Exhibit 10.2.18 to the Company's Registration Statement
No. 333-07685 and incorporated herein by this reference.
10.2.19 Lease Agreement dated September 20, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Residence Inn Hotel located in Highlands
Ranch, Colorado, filed as Exhibit 10.2.18 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.2.20 Lease Agreement dated August 13, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Comfort Suites Hotel located in South
San Francisco, California, filed as Exhibit 10.2.20 to the
Company's Registration Statement No. 333-07685 and incorporated
herein by this reference.
10.2.21** Lease Agreement dated October 29, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Hampton Inn located in Tucson, Arizona.
10.2.22** Lease Agreement dated October 29, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Holiday Inn located in Mesa, Arizona.
10.2.23** Lease Agreement dated October 29, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Holiday Inn located in Flagstaff,
Arizona.
10.2.24** Lease Agreement dated December 19, 1996 by and between Sunstone
Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
Inc., as lessee, for the Radisson Suites located in Oxnard,
California.
</TABLE>
-36-
<PAGE> 39
<TABLE>
<CAPTION>
<S> <C>
10.3 Form of Right of First Refusal and Option to Purchase, filed as
Exhibit 10.3 to the Company's Registration Statement No. 33-84346
and incorporated herein by this reference.
10.4 Form of Alter Employment Agreement, filed as Exhibit 10.4 to the
Company's Registration Statement No. 33-84346 and incorporated
herein by this reference.
10.5 Form of Biederman Employment Agreement, filed as Exhibit 10.5 to
the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.6 Form of Indemnification Agreement to be entered into with
officers and directors of the Company, filed as Exhibit 10.6 to
the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.7 1994 Stock Incentive Plan, filed as Exhibit 10.7 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.8 Form of Notice of Grant of Stock Option and Form of Stock Option
Agreement (and Addendum thereto) to be generally used in
connection with the Discretionary Option Grant Program of the
1994 Stock Incentive Plan, filed as Exhibit 10.8 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.9 Form of Stock Purchase Agreement to be generally used in
connection with the Discretionary Option Grant Program of the
1994 Stock Incentive Plan, filed as Exhibit 10.9 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.10 1994 Directors Plan, filed as Exhibit 10.10 to the Company's
Registration Statement No. 33-84346 and incorporated herein by
this reference.
10.11 Form of Notice of Grant of Automatic Stock Option, Automatic
Stock Option Agreement, Stock Purchase Agreement and Automatic
Direct Stock Issuance Agreement to be generally used in
connection with the 1994 Directors Plan, filed as Exhibit 10.11
to the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.12 Deleted
10.13 Deleted
10.14 Deleted
10.15 Deleted
10.16 Deleted
10.17 Deleted
10.18 Deleted
10.19 Deleted
10.20 Deleted
10.21 Deleted
10.22 Deleted
10.23 Deleted
10.24 Deleted
</TABLE>
-37-
<PAGE> 40
<TABLE>
<CAPTION>
<S> <C>
10.30 Form of Third Party Pledge Agreement among the Partnership,
Robert A. Alter and Charles Biederman, filed as Exhibit 10.30 to
the Company's Registration Statement No. 33-84346 and
incorporated herein by this reference.
10.30.1 Amendment Number One to Third Party Pledge Agreement effective as
of December 13, 1995, filed as Exhibit 10.34 to the Company's
1995 10-K and incorporated herein by this reference.
10.30.2 Amendment Number Two to Third Party Pledge Agreement effective as
of February 2, 1996, filed as Exhibit 10.30.2 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.30.3 Amendment Number Three to Third Party Pledge Agreement effective
as of May 30, 1996, filed as Exhibit 10.30.3 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.30.4 Amendment Number Four to Third Party Pledge Agreement effective
as of June 28, 1996, filed as Exhibit 10.30.4 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference.
10.30.5 Amendment Number Five to Third Party Pledge Agreement effective
as of August 13, 1996, filed as Exhibit 10.30.5 to the Company's
Registration Statement No. 333-07685 and incorporated herein by
this reference
10.30.6 Amendment Number Six to Third Party Pledge Agreement effective
as of August 10, 1996.
10.30.7* Amendment Number Seven to Third Party Agreement effective as of
October 29, 1996.
10.30.8* Amendment Number Eight to Third Party Agreement effective as of
December 19, 1996.
10.31 Deleted
10.32 Deleted
10.33 Deleted
10.34 Deleted
10.35 Loan Agreement by and between the Company and Bank One, Arizona,
N.A. dated as of October 25, 1995, filed as Exhibit 10.38 to the
Company's 1995 10-K and incorporated herein by this reference.
10.36 Deleted
10.37 Deleted
10.38 Deleted
10.39 Deleted
10.40 Deleted
</TABLE>
* Filed herewith; all other exhibits previously filed.
** Substantially identical to Exhibit 10.2; full text omitted pursuant to
Instruction 2 to Item 601 of Regulation S-K. The material differences
between this Exhibit and Exhibit 10.2 are set forth in the schedule filed
under this Exhibit.
-38-
<PAGE> 41
(b) Reports on Form 8-K:
A Current Report on Form 8-K (the "8-K") dated November 13, 1996, was
filed in the quarter ended December 31, 1996, with disclosure under Items 2 and
7. The 8-K did not include the financial statements required by Item 7, but
undertook to file a Form 8K/A as soon as practicable, but no later than sixty
(60) days after the date the 8-K was filed.
A report on Form 8K/A amending to the 8-K was filed on January 7, 1997,
including the financial statements required by Item 7 but not included in the
previously filed 8-K.
-39-
<PAGE> 42
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
SUNSTONE HOTEL INVESTORS, INC. AND SUNSTONE HOTELS (THE "PREDECESSOR")
<S> <C> <C>
Report of Independent Accountants..................................................................... F-2
Sunstone Hotel Investors, Inc. -- Consolidated Balance Sheets as of December 31, 1996
and 1995..................................................................................... F-3
Sunstone Hotel Investors, Inc. -- Consolidated Statements of Income for the year
ended December 31, 1996 and for the period August 16, 1995 to December 31, 1995 and
Sunstone Hotels (Predecessor) -- Combined Statements of Income for the period
January 1, 1995 to August 15, 1995 and for the year ended December 31, 1994 ................. F-4
Sunstone Hotel Investors, Inc. -- Consolidated Statements of Equity for the year ended
December 31, 1996 and for the period August 16, 1995 to December 31, 1995 and
Sunstone Hotels (Predecessor) -- Combined Statements of Deficit for the period
January 1, 1995 to August 15, 1995 and the year ended December 31, 1994 ..................... F-5
Sunstone Hotel Investors, Inc. -- Consolidated Statements of Cash Flows for the year
ended December 31, 1996 and for the period August 16, 1995 to December 31, 1995 and
Sunstone Hotels (Predecessor) - Combined Statements of Cash Flows for the period
January 1, 1995 to August 15, 1995 and for the year ended December 31, 1994 ................. F-6
Notes to Consolidated and Combined Financial Statements............................................... F-7
Schedule III -- Real Estate and Accumulated Depreciation as of December 31, 1996...................... F-16
SUNSTONE HOTEL PROPERTIES, INC. (THE "LESSEE")
Report of Independent Accountants.................................................................... F-17
Balance Sheets as of December 31, 1996 and 1995...................................................... F-18
Statements of Operations and Stockholders' Deficit for the year ended December 31, 1996
and for the period August 16, 1995 through December 31, 1995................................ F-19
Statements of Cash Flows for the year ended December 31, 1996 and
for the period August 16, 1995 through December 31, 1995.................................... F-20
Notes to Financial Statements........................................................................ F-21
</TABLE>
F-1
<PAGE> 43
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Sunstone Hotel Investors, Inc.
We have audited the accompanying consolidated balance sheets of Sunstone Hotel
Investors, Inc. (the "Company") as of December 31, 1996 and 1995 and the related
consolidated statements of operations, equity and cash flows for the year ended
December 31, 1996 and for the period August 16, 1995 to December 31, 1995 and
the combined statements of operations, deficit and cash flows of Sunstone Hotels
(the "Predecessor") for the period January 1, 1995 to August 15, 1995, and for
the year ended December 31, 1994. Our audit also included the accompanying
financial statement schedule as of December 31, 1996. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated and combined financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Sunstone Hotel Investors, Inc. as of December 31, 1996 and 1995, and
the consolidated results of their operations and cash flows for the year ended
December 31, 1996 and for the period August 16, 1995 to December 31, 1995 and
the combined results of operations and cash flows of the Predecessor for the
period January 1, 1995 to August 15, 1995, and for the year ended December 31,
1994, in conformity with generally accepted accounting principles. In addition,
in our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
San Francisco, California
February 28, 1997
F-2
<PAGE> 44
SUNSTONE HOTEL INVESTORS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
------------
1996 1995
---- ----
ASSETS:
<S> <C> <C>
Investment in hotel properties, net $ 152,937,000 $ 50,063,000
Mortgage notes receivable 2,850,000
Cash and cash equivalents 142,000 5,222,000
Rent receivable-- Lessee 2,360,000 646,000
Prepaid expenses and other assets, net
of accumulated amortization of $253,000
and $32,000, respectively 1,790,000 1,305,000
--------------- --------------
$ 160,079,000 $ 57,236,000
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Revolving line of credit $ 40,400,000 $ 8,400,000
Mortgage loans payable 19,651,000
Accounts payable and other accrued expenses 3,249,000 1,346,000
Distributions payable 1,764,000
--------------- --------------
63,300,000 11,510,000
--------------- --------------
Commitments
Minority interest 15,978,000 8,231,000
--------------- --------------
Stockholders' equity:
Common stock, $.01 par value, 50,000,000 authorized;
10,936,457 and 6,322,000 issued and outstanding as of
December 31, 1996 and 1995, respectively 109,000 63,000
Preferred stock, $.01 par value, 10,000,000 authorized,
no shares issued or outstanding
Additional paid-in capital 80,700,000 37,432,000
Distributions in excess of earnings (8,000)
--------------- --------------
80,801,000 37,495,000
--------------- --------------
$ 160,079,000 $ 57,236,000
=============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 45
SUNSTONE HOTEL INVESTORS, INC. -- CONSOLIDATED STATEMENTS OF INCOME
SUNSTONE HOTELS (PREDECESSOR) -- COMBINED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Sunstone Hotel Investors, Inc. Sunstone Hotels
---------------------------------- --------------------------------
For the year For the period For the period For the
ended August 16, 1995 January 1,1995 year ended
December 31, to December 31, to August 15, December 31,
1996 1995 1995 1994
------------ --------------- -------------- ------------
<S> <C> <C>
REVENUES:
Lease revenue $ 14,848,000 $ 3,013,000
Hotel operating revenue $ 9,675,000 $ 13,863,000
Interest income 236,000 47,000
------------ ----------- -------------- ------------
15,084,000 3,060,000 9,675,000 13,863,000
------------ ----------- -------------- ------------
EXPENSES:
Real estate related depreciation and
amortization 4,514,000 968,000 696,000 1,248,000
Interest expense and amortization of
financing costs 1,558,000 47,000 1,270,000 2,360,000
Real estate, personal property taxes
and insurance 1,273,000 312,000 356,000 689,000
Property operating costs 3,550,000 5,801,000
General and administrative 1,015,000 109,000 721,000 1,067,000
Management fees 409,000 620,000
Franchise costs 323,000 624,000
Advertising and promotion 676,000 1,056,000
------------ ----------- -------------- ------------
Total expenses 8,360,000 1,436,000 8,001,000 13,465,000
------------ ----------- -------------- ------------
Income before minority interest
and extraordinary items 6,724,000 1,624,000 1,674,000 398,000
Minority interest 1,090,000 284,000
------------ ----------- -------------- ------------
Income before extraordinary item 5,634,000 1,340,000
Extraordinary charge for early
extinguishment of debt (net of
$34,000 of minority interest) 159,000
------------ ----------- -------------- ------------
NET INCOME $ 5,634,000 $ 1,181,000 $ 1,674,000 $ 398,000
============ =========== ============== ============
Per common share:
Income before extraordinary item $0.71 $0.21
Extraordinary item (net of
minority interest) (0.02)
------------ -----------
NET INCOME $0.71 $0.19
============ ===========
Weighted average number of shares 8,050,990 6,322,000
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 46
SUNSTONE HOTEL INVESTORS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
<TABLE>
<CAPTION>
Common Stock Additional Distributions
------------ paid-in in excess of
Total Shares $ capital earnings
----- ------ -------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994 $ 490,000 $ 490,000
Reorganization and issuance of
common stock 53,306,000 6,322,000 $ 63,000 53,243,000
Predecessor deficit (6,627,000) (6,627,000)
Issuance of common stock to directors 71,000 71,000
Dividends/distributions declared (2,695,000) (1,514,000) $ (1,181,000)
Net income 1,181,000 1,181,000
Minority interest (8,231,000) (8,231,000)
-------------- ---------- --------- ------------ --------------
Balance at December 31, 1995 37,495,000 6,322,000 63,000 37,432,000
Issuance of common stock, net 43,151,000 4,614,457 46,000 43,105,000
Distributions declared (5,642,000) (5,642,000)
Net income 5,634,000 5,634,000
Reallocation of minority interest 163,000 163,000
-------------- ---------- --------- ------------ --------------
Balance at December 31, 1996 $ 80,801,000 10,936,457 $ 109,000 $ 80,700,000 $ (8,000)
============== ========== ========= ============ ==============
</TABLE>
SUNSTONE HOTELS (PREDECESSOR)
COMBINED STATEMENTS OF DEFICIT
<TABLE>
<CAPTION>
Partners'
Deficit
-------
<S> <C>
Balance at January 1, 1994 $(8,781,000)
Net income 398,000
Capital contributions 159,000
Distributions (50,000)
-----------
Balance at December 31, 1994 (8,274,000)
Net income 1,674,000
Capital contributions 15,000
Distributions (42,000)
-----------
Balance at August 15, 1995 $(6,627,000)
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 47
SUNSTONE HOTEL INVESTORS, INC. -- CONSOLIDATED STATEMENTS OF CASH FLOWS
SUNSTONE HOTELS (PREDECESSOR) -- COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Sunstone Hotel Investors, Inc. Sunstone Hotels
------------------------------- ------------------------------
For the year For the period For the period For the
ended August 16, 1995 January 1,1995 year ended
December 31, to December 31, to August 15, December 31,
1996 1995 1995 1994
------------ --------------- -------------- ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 5,634,000 $ 1,181,000 $ 1,674,000 $ 398,000
Extraordinary item due to early
extinguishment of debt 159,000
Adjustments to reconcile net income
to net cash provided by operating activities:
Minority interest 1,090,000 284,000
Depreciation 4,514,000 968,000 696,000 1,248,000
Amortization of financing costs 221,000 35,000
Loss on disposal of assets 108,000
Increase in due to affiliates for management fees 70,000 73,000
Management fees waived by partner 15,000 160,000
Interest expense added to principal balance
for revenue participation clause 51,000
Changes in assets and liabilities:
Receivables, net 255,000 33,000
Rent receivable-Lessee (1,714,000) (646,000)
Prepaid and other assets, net 21,000 (900,000) 79,000 97,000
Accounts payable and accrued expenses 1,903,000 1,210,000 (1,595,000) 429,000
------------ ------------ ------------- ------------
Net cash provided by operating
activities 11,669,000 2,291,000 1,194,000 2,597,000
------------ ------------ ------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition, improvements and additions
to hotel properties (83,857,000) (32,899,000) (463,000) (1,081,000)
Proceeds from sale of hotel properties 1,100,000
Decrease in restricted cash 104,000 263,000
------------ ------------ ------------- ------------
Net cash used in investing activities (82,757,000) (32,899,000) (359,000) (818,000)
------------ ------------ ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 43,151,000 52,982,000
Payments to noncontinuing equity investors
of Predecessor (832,000)
Payment of deferred financing costs (308,000) (425,000)
Borrowings on revolving line of credit 53,200,000 8,400,000
Principal payments on revolving line of credit (21,200,000)
Principal payments on long-term debt (411,000) (23,420,000) (846,000) (1,055,000)
Proceeds from issuance of long-term debt 200,000
Advances from affiliates 40,000
Payments on advances from affiliates (418,000) (460,000)
Distributions paid (7,096,000) (727,000)
Partnership distributions paid (1,328,000) (154,000) (42,000) (50,000)
------------ ------------ ------------- ------------
Net cash provided by (used in)
financing activities 66,008,000 35,824,000 (1,306,000) (1,325,000)
------------ ------------ ------------- ------------
Net change in cash (5,080,000) 5,216,000 (471,000) 454,000
Cash, beginning of period 5,222,000 6,000 718,000 264,000
------------ ------------ ------------- ------------
Cash, end of period $ 142,000 $ 5,222,000 $ 247,000 $ 718,000
============ ============ ============= ============
Supplemental Disclosure:
Cash paid for interest, net of amounts
capitalized $ 1,337,000 $ 11,000 $ 1,750,000 $ 2,193,000
============ ============ ============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 48
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION AND INITIAL PUBLIC OFFERING
Sunstone Hotel Investors, Inc. (the "Company"), a Maryland
corporation, was formed on September 21, 1995, as a real estate investment trust
("REIT"). The Company completed an initial public offering (the "Offering") of
5,910,000 shares of its common stock on August 16, 1995 (inception). An
additional 404,500 shares of common stock were issued by the Company on
September 3, 1995 upon a partial exercise of the underwriters' over-allotment
option. The offering price of all shares sold in the Offering was $9.50 per
share, resulting in gross proceeds of approximately $60.0 million and net
proceeds (less the underwriters' discount and offering expenses) of
approximately $53.3 million.
The Company contributed all of the net proceeds of the Offering to
Sunstone Hotel Investors, L.P. (the "Partnership") in exchange for an
approximately 82.5% aggregate equity interest in the Partnership. The Company
conducts all its business through and is the sole general partner of the
Partnership (hereafter referred to as the "Company").
In connection with the Offering, the Company acquired seven hotels
(the "Sunstone Hotels") from seven entities controlled by officers and a
director of the Company and acquired three additional hotels (the "Acquisition
Hotels" and together, the "Initial Hotels") from unrelated third parties in
exchange for (i) 1,288,500 units ("Units") in the Partnership (representing the
remaining 17.5% of equity interest in the Partnership) which are exchangeable
for a like number of shares of the common stock of the Company, (ii) the payment
of mortgage indebtedness for the Sunstone Hotels of approximately $23.5 million
and other obligations relating to the Sunstone Hotels, and (iii) payment of
approximately $25.8 million to purchase the Acquisition Hotels.
On August 7, 1996, the Company completed a secondary offering for
4,000,000 shares of its common stock. On September 10, 1996, 600,000 shares of
common stock were issued by the Company upon the full exercise of the
underwriters' over-allotment option. The offering price of the shares sold was
$10.00 per share, resulting in gross proceeds of approximately $46 million and
net proceeds (less the underwriters' discount and offering expenses) of
approximately $43.1 million.
At December 31, 1996, the Company owned 24 hotel properties,
primarily located in the Western United States, which are leased to Sunstone
Hotel Properties, Inc. (the "Lessee") under operating leases (the "Percentage
Leases") providing for the payment of base and percentage rent. The Lessee is
owned by Robert A. Alter, Chairman and President of the Company (80%), and
Charles L. Biederman, Director and Executive Vice President of the Company
(20%). The Lessee has entered into a management agreement pursuant to which all
of the Hotels are managed by Sunstone Hotel Management, Inc. (the "Management
Company"), of which Mr. Alter is the sole shareholder.
Basis Of Presentation:
For accounting purposes, the Company exercises unilateral control
over the Partnership; hence, the financial statements of the Company and the
Partnership are consolidated. All significant intercompany transactions and
balances have been eliminated.
The Predecessor:
The predecessor to the Company was Sunstone Hotels (the
"Predecessor"), consisting of the seven entities referred to above. Due to
common ownership and management of the Predecessor, the historical combined
financial statements have been accounted for as a group of entities under common
control. All significant intercompany transactions and balances have been
eliminated in the combined presentations. The financial statements of the
Predecessor do not include the Acquisition Hotels or other hotel properties
acquired subsequent to the Offering and are, therefore, not comparable to the
financial statements of the Company.
F-7
<PAGE> 49
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Investment In Hotel Properties:
The Sunstone Hotels are recorded at the historical cost of the
Predecessor including accumulated depreciation and do not reflect the Company's
cost to acquire the Sunstone Hotels. All other hotel properties are recorded at
cost, less accumulated depreciation. During periods of construction, interest
attributable to rooms not in service is capitalized until such rooms are
available for their intended use under a specific identification method. Hotel
properties are stated at the lower of cost or the amounts described below and
are depreciated using the straight-line method over estimated useful lives
ranging from five to thirty-five years for buildings and improvements and three
to ten years for furniture, fixtures and equipment. A gain or loss is recorded
to the extent the amounts ultimately received upon disposition differ from the
book values of the hotel assets. Franchise fees are recorded at cost and
amortized using the straight-line method over the lives of the franchise
agreements ranging from 10 to 20 years.
In 1996, the Company applied Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", which requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the estimated undiscounted cash flows to be generated by those
assets are less than the carrying amount of the assets.
Management estimates that the sum of the expected future undiscounted
cash flows, excluding interest charges, for each hotel asset is greater than the
carrying amount of each hotel property and, accordingly, hotel properties are
stated at cost less accumulated depreciation.
Cash And Cash Equivalents:
Cash and cash equivalents are defined as cash on hand and in banks
plus all short-term investments with an original maturity of three months or
less.
Other Assets:
Other assets consist primarily of deferred offering costs, deferred
loan fees, deposits and due from affiliates. Amortization of deferred loan costs
is computed using the straight-line method over the life of the loan based upon
the terms of the loan agreements. Deferred offering costs are offset against
equity when the related proceeds are received.
Minority Interest:
Minority interest carried on the balance sheet is adjusted
periodically upon issuance of either common stock of the Company or Units based
on the number of Units outstanding divided by the sum of shares of common stock
and units outstanding at the measurement date. Such adjustments are recorded as
adjustments to additional paid-in capital.
Concentrations Of Credit Risk:
At December 31, 1996 and 1995, the Company had amounts in banks that
were in excess of federally insured amounts.
Revenue Recognition:
The Company recognizes lease revenue on an accrual basis over the
terms of the respective Percentage Leases.
F-8
<PAGE> 50
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued:
Income Taxes:
The Company expects to qualify as a REIT under the Internal Revenue
Code of 1986, as amended. A REIT will generally not be subject to federal income
taxation to the extent that it distributes at least 95% of its taxable income to
its stockholders and complies with other requirements. The Company is subject to
state income and franchise taxes in certain states in which it operates.
Stock-Based Compensation:
The Company applies Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations, in
accounting for its Stock Incentive Plan and its Directors Plan.
Net Income Per Share and Partnership Units:
Net income per share is based on the weighted average number of
common and common equivalent shares outstanding during the year. Outstanding
options are included as common equivalent shares using the treasury stock method
when the effect is dilutive. The weighted average number of shares used in
determining net income per share was 8,050,990 and 6,322,000 for the year ended
December 31, 1996 and for the period August 16, 1995 to December 31, 1995,
respectively. At December 31, 1996 and 1995, 2,162,147 and 1,387,859 partnership
units, which are exchangeable for a like number of common shares of the Company,
were issued and outstanding, respectively. The weighted average number of
partnership units outstanding for the year ended December 31, 1996 and for the
period August 16, 1995 to December 31, 1995 was 1,563,947 and 1,340,121,
respectively. Partnership units are not deemed to be common stock equivalents
for purposes of calculating net income per share.
Fair Value Of Financial Instruments:
Management has estimated the fair value of its financial instruments.
Considerable judgment is required in interpreting market data in order to
develop estimates of the fair value of the Company's financial instruments.
Accordingly, the estimated values are not necessarily indicative of the amounts
that could be realized in current market exchanges. For those financial
instruments for which it is practical to estimate value, management believes
that the carrying amounts of the Company's financial instruments reasonably
approximate their fair value at December 31, 1996 and 1995.
Use Of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
F-9
<PAGE> 51
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
3. INVESTMENT IN HOTEL PROPERTIES:
Investment in hotel properties as of December 31, 1996 and 1995
consists of the following:
<TABLE>
<CAPTION>
1996 1995
-------------- --------------
<S> <C> <C>
Land $ 25,774,000 $ 11,597,000
Building and improvements 121,550,000 40,552,000
Furniture and equipment 19,681,000 8,239,000
Construction in process 2,851,000 2,280,000
---------------- -------------
169,856,000 62,668,000
Accumulated depreciation and amortization (16,919,000) (12,605,000)
---------------- -------------
Net investment in hotel properties $ 152,937,000 $ 50,063,000
================ =============
</TABLE>
In December 1995, the Company acquired one hotel in exchange for
50,537 Units and the assumption of $4 million of debt.
During 1996, the Company acquired 12 hotel properties for aggregate
consideration of $85,884,000, including transaction costs, comprised of
$57,942,000 in cash, $20,062,000 in assumed mortgage notes payable and the
issuance of 786,347 Units, which are exchangeable for a like number of shares of
common stock of the Company. During 1996, the Company completed, or was in the
process of completing, substantial renovations at ten of the hotel properties,
and in connection with such renovations, incurred costs of approximately
$9,600,000. In addition, during 1996, the Company completed development and
construction of one hotel property and incurred related costs in 1996 of
$5,189,000. In connection with the renovations and construction activity during
the year ended December 31, 1996, the Company capitalized $1,131,000 of
interest.
In May 1996, the Company sold two hotel properties acquired in
February 1996 for aggregate consideration of $3,950,000, comprised of $1,100,000
in cash and mortgage notes receivable aggregating $2,850,000. The Company did
not recognize any gain or loss in connection with the sale of the assets.
4. MORTGAGE NOTES RECEIVABLE:
At December 31, 1996, mortgage notes receivable consisted of the
following:
<TABLE>
<S> <C>
Note receivable dated May 17, 1996; monthly payments of interest
only at 9.1% until maturity on May 17, 1997; collateralized by a
deed of trust, assignment of rents and fixtures $ 1,250,000
Note receivable dated May 17, 1996; monthly payments of interest
only at 9.1% until maturity on May 17, 1997; collateralized by a
deed of trust, assignment of rents and fixtures 1,600,000
-----------
$ 2,850,000
===========
</TABLE>
Related interest income for the year ended December 31, 1996 was
$167,000.
F-10
<PAGE> 52
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
5. REVOLVING LINE OF CREDIT:
In October 1995, the Company obtained a three-year commitment for a
$30 million credit facility maturing in 1998, which was increased to $50 million
in December 1996. Borrowings outstanding at maturity may, at the option of the
Company, be converted to a three-year term note. Initially, variable interest
was payable monthly at the London Interbank Offered Rate ("LIBOR") plus 2.75%.
The spread over LIBOR was reduced to 2.25% in June 1996 and 1.90% in August
1996. In January 1997, the spread over LIBOR was reduced to 1.75%. The credit
facility may be used for acquisitions, capital improvements, working capital and
general corporate purposes and requires the Company to pay a 0.25% fee on the
unused portion. As of December 31, 1996 and 1995, additional borrowings
available under the credit facility were $9.6 million and $21.6 million,
respectively. For the year ended December 31, 1996 and for the period August 16,
1995 to December 31, 1995, related interest expense was $1,044,000 and $11,000,
respectively, and the weighted average interest rates on outstanding borrowings
at December 31, 1996 and 1995 was 7.53% and 8.13%, respectively.
The line of credit is collateralized by the hotel properties . In
addition, the line of credit is guaranteed by certain directors of the Company.
The line of credit requires the Company to maintain a specified debt
to net worth ratio, a coverage ratio of EBITDA to debt service and a debt
service coverage ratio. In addition, the Company is restricted in the amount of
distributions to share and unit holders and must maintain a specified liquidity.
Further, the Company is required to maintain national franchises at each of its
properties and maintain its REIT status. At December 31, 1996 and 1995, the
Company was in compliance with such covenants.
6. MORTGAGE NOTES PAYABLE:
At December 31, 1996, mortgage notes payable consisted of the
following:
<TABLE>
<S> <C>
$2,100,000 note payable dated June 9, 1994; monthly payments
of principal and interest at 9.76%; maturing in 2004; collateralized by a
first deed of trust, assignment of rents and fixtures $ 2,025,000
$1,000,000 note payable dated October 12, 1994; monthly payments
of principal and interest at 8.73%; maturing in 2014;
collateralized by a second deed of trust, assignment of rents and fixtures 955,000
$9,000,000 note payable dated September 26, 1995; monthly
payments of principal and interest at 9.95%; maturing in 1999;
collateralized by a deed of trust, assignment of rents and fixtures 8,018,000
$9,500,000 note payable dated December 28, 1993; monthly
payments of principal and interest at 9.67%; maturing in 1999;
collateralized by a deed of trust, assignment of rents and fixtures 8,653,000
------------
$ 19,651,000
============
</TABLE>
F-11
<PAGE> 53
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
6. MORTGAGE NOTES PAYABLE, continued:
Interest expense on these mortgage notes payable was $506,000 for the
year ended December 31, 1996.
Future principal maturities after December 31, 1996, are as follows:
<TABLE>
<S> <C>
1997 $ 767,000
1998 847,000
1999 15,276,000
2000 88,000
2001 97,000
Thereafter 2,576,000
----------------
$ 19,651,000
</TABLE>
No mortgage notes payable were outstanding as of, or for the period
ended, December 31, 1995.
For the period January 1, 1995 to August 15, 1995, and for the year
ended December 31, 1994, the Predecessor had approximately $23.5 million of
long-term indebtedness outstanding. Such obligations were repaid in connection
with the Offering.
7. COMMITMENTS:
In 1996, the Company entered into a contract to acquire a 166-room
full-service convention hotel located in Pueblo, Colorado for $8.4 million from
an unaffiliated developer upon completion of construction, which is expected to
occur in the second quarter of 1998.
8. DISTRIBUTIONS:
As described in Note 2, the Company qualifies for federal income tax
purposes as a REIT. The following summarizes the tax components of common
distributions declared during the year ended December 31, 1996 and for the
period August 16, 1995 to December 31, 1995:
<TABLE>
<CAPTION>
1996 1995
-------- ------
<S> <C> <C>
Per common share:
Ordinary income 100% 85%
Return of capital 15%
--- ---
Total 100% 100%
=== ===
</TABLE>
9. PREFERRED STOCK:
The Company has the authority to issue 10,000,000 shares of preferred
stock, par value $0.01 per share, undesignated as to class, series or terms. No
shares of preferred stock have been issued.
F-12
<PAGE> 54
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
10. PERCENTAGE LEASE AGREEMENTS:
Future minimum rentals (base rents) to be received by the Company
from the Lessee under the Percentage Leases after December 31, 1996 are as
follows:
<TABLE>
<S> <C>
1997 $ 11,329,000
1998 11,329,000
1999 11,329,000
2000 11,329,000
2001 11,329,000
Thereafter 47,069,000
--------------
$ 103,714,000
==============
</TABLE>
The term of each lease is ten years. The Percentage Leases contain
various covenants and are cross-defaulted. The rent due under each lease is the
greater of base rent (subject to annual adjustments based on increases in the
United States Consumer Price Index) or percentage rent. Percentage rent is
calculated as 20% to 37% of room revenues, up to a certain baseline revenue,
then 60% to 65% of room revenues in excess of the baseline revenues. Generally,
percentage rent includes 5% of food and beverage revenue and 100% of net other
revenues. Rental income pursuant to the leases for the year ended December 31,
1996 and for the period August 16, 1995 through December 31, 1995 was
$14,848,000 and $3,013,000, respectively, of which $6,807,000 and $1,328,000,
respectively, was in excess of base rents. All rents have been assigned as
collateral under the line of credit. The stockholders of the Lessee have pledged
375,315 Units as collateral for the lease payments.
Pursuant to the Percentage Leases, the Company is required to make
available to the Lessee for the repair, replacement and refurbishment of
furniture, fixtures and equipment in the Initial Hotels, when and as deemed
necessary by the Lessee, an amount equal to 4.0% of room revenue per quarter on
a cumulative basis. To the extent the amount is not fully utilized by the Lessee
in any year, the Company may use the amount to fund certain capital
expenditures.
11. STOCK INCENTIVE PLAN AND DIRECTORS PLAN:
Under the Stock Incentive Plan adopted by the Board of Directors in
1994, executive officers and other key employees of the Company may be granted
share options, restricted share awards or performance share awards. Restricted
share awards are subject to restrictions determined by the Company's
Compensation Committee. The Compensation Committee, comprised of independent
Directors, determines compensation for the Company's executive officers, and
administers awards under the Stock Incentive Plan. No restricted shares have
been issued as of December 31, 1996. At December 31, 1996, 94,600 shares were
available for future grant of options or awards under the Stock Incentive Plan.
Under the Directors Plan adopted by the Board of Directors in 1994,
non-employee members of the Board of Directors of the Company are granted
options to purchase common shares, which vest immediately, or direct issuances
of common stock at periodic intervals over their period of board service. No
direct issuances of common stock have been issued as of December 31, 1996. At
December 31, 1996, 135,000 shares were available for future grant of options or
awards under the Directors Plan.
During the year ended December 31, 1996, the Company granted options to
purchase 180,400 shares at exercise prices ranging from $9.75 to $10.50 per
share. During the period August 16, 1995 to December 31, 1995, the Company
granted options to purchase 240,000 shares at an exercise price of $9.50 per
share. Such options, which were granted at fair market value on the date of
grant, vest over 5 years and expire in ten years from date of grant. As of
December 31, 1996, no options have been exercised.
F-13
<PAGE> 55
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
11. STOCK INCENTIVE PLAN AND DIRECTORS PLAN, continued:
The Company applies Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations in
accounting for its plans. Accordingly, no compensation expense has been
recognized for its stock-based compensation plans. Had compensation cost for the
Company's stock options plans been determined based upon the fair value at the
grant date for awards under these plans consistent with the methodology
prescribed under Statement of Financial Accounting Standards No. 123, Accounting
for Stock-Based Compensation, the Company's net income and earnings per share
would have been reduced by approximately $67,000 or $0.01 per share for the year
ended December 31, 1996, and approximately $16,000 and $0.01 per share for the
year ended December 31, 1995. The average fair value of the options granted
during 1996 is estimated as $0.96 per share on the date of grant using the
Black-Scholes option pricing model with the following assumptions: dividend
yield of 7.11%, volatility of 27.9, risk-free interest rates of 6.48% to 6.85%,
actual forfeitures, and an expected life of approximately 10 years. The average
fair value of the options granted during 1995 is estimated as $0.88 per share on
the date of grant using the Black-Scholes option pricing model with the
following assumptions: dividend yield of 7.11%, volatility of 27.9%, risk-free
interest rates of 6.5%, actual forfeitures, and an expected life or
approximately 10 years.
12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
Summarized quarterly financial data for the year ended December 31,
1996 and for the period August 16, 1995 to December 31, 1995 is as follows:
<TABLE>
<CAPTION>
1996
----------------------------------------------------------------
Quarter Ended Quarter Ended Quarter Ended Quarter Ended
March 31 June 30 September 30, December 31
------------- ------------- ------------- ------------
<S> <C> <C> <C> <C>
Lease revenues $ 3,190,000 $ 2,965,000 $ 4,252,000 $ 4,441,000
Net income 1,337,000 877,000 1,955,000 1,465,000
Net income per share 0.21 0.14 0.23 0.13
</TABLE>
<TABLE>
<CAPTION>
1995
-----------------------------
Period Ended Quarter Ended
September 30 December 31
------------- -------------
<S> <C> <C>
Lease revenues $ 1,145,000 $ 1,868,000
Net income before extraordinary item 629,000 711,000
Extraordinary charge 159,000
Net income per share before extraordinary item 0.10 0.11
Net income 470,000 711,000
Net income per share 0.08 0.11
</TABLE>
13. RELATED PARTY TRANSACTIONS:
The Management Company provides certain accounting and management
services for the Company. The Company expensed $60,000 and $11,000 for these
services for the year ended December 31, 1996 and for the period August 16, 1995
to December 31, 1995, respectively, and are included in general and
administrative services in the statement of operations.
F-14
<PAGE> 56
SUNSTONE HOTEL INVESTORS, INC.
AND SUNSTONE HOTELS -- PREDECESSOR
NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
13. RELATED PARTY TRANSACTIONS, continued:
At December 31, 1995, prepaid expenses and other assets includes
$21,000 representing interest expense incurred by the Company that was
reimbursed by affiliates in 1996. Certain interest incurred by the Company is
reimbursable pursuant to an understanding whereby, among other provisions, the
Company has agreed to maintain debt of at least $8.4 million in order to avoid
triggering a taxable event to certain affiliates. Such affiliates, in return,
have agreed to cover the negative interest spread under this arrangement. During
periods in which outstanding debt exceeds $8.4 million, no amounts are payable
by the affiliates. To date, the affiliates have paid $66,000 under this
arrangement. In connection with a hotel acquisition completed subsequent to
December 31, 1996, the outstanding debt threshold under this arrangement was
increased to $13.6 million.
In April 1996, the Company acquired a hotel property from an
affiliate for $4.0 million, comprised of $3.2 million of an assumed mortgage
note payable and the issuance of 80,000 Units.
Certain Lessee employee salaries and identifiable employee expenses
incurred in connection with acquisition and construction services are reimbursed
by the REIT. During the year ended December 31, 1996 and for the period August
16, 1995 to December 31, 1995, $200,000 and $13,000 was paid to the Lessee for
such services, respectively.
14. PRO FORMA FINANCIAL INFORMATION (UNAUDITED):
The unaudited pro forma financial information set forth below is
presented as if: (i) the Offering and related formation transactions, (ii) the
acquisition, development and disposition of the other hotel properties, and
(iii) the secondary equity offering completed in 1996, had occurred on January
1, 1995.
The pro forma financial information is not necessarily indicative of
what actual results of operations of the Company would have been assuming the
Offering and related formation transactions and the acquisition, development and
disposition of the other hotel properties, and the secondary equity offering
completed in 1996 had occurred on January 1, 1996, nor does it purport to
represent the results of operations for future periods.
<TABLE>
<CAPTION>
For the year ended December 31,
--------------------------------
1996 1995
------------- ------------
(Unaudited)
<S> <C> <C>
Lease revenues $ 22,653,000 $ 20,754,000
Net income 6,865,000 5,631,000
Net income per share 0.63 0.51
</TABLE>
15. SUBSEQUENT EVENTS:
The Company completed a shelf offering for 4,000,000 shares of its
common stock on January 6, 1997. Concurrently, 600,000 shares of common stock
were issued by the Company upon the exercise of the underwriters' over-allotment
option. The offering price of the shares sold in the offering was $13.00 per
share, resulting in gross proceeds of approximately $59.8 million and net
proceeds (less the underwriters' discount and offering expenses) of
approximately $56.3 million.
Subsequent to December 31, 1996, the Company acquired two hotel
properties for $21.0 million.
Subsequent to December 31, 1996, the Company declared a dividend of
$0.25 per common share which was paid February 15, 1997.
F-15
<PAGE> 57
SUNSTONE HOTELS
SCHEDULE III- REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Cost Capitalized
Initial Cost to Company Subsequent to Acquisition
----------------------- -------------------------
Buildings and Buildings and
Description Encumbrances Land Improvement Land Improvement
----------- ------------ ---- ----------- ---- -----------
<S> <C> <C> <C> <C> <C>
Hampton Inn - Pueblo (c) $ 607,183 $1,745,054 $ 435,241
Hampton Inn - Denver (c) 1,250,462 2,597,505 879,429
Holiday Inn - Craig (c) 70,000 915,024 207,098 697,390
Hampton Inn - Mesa (c) 900,000 2,117,321 229,573
Courtyard by Marriott - Fresno (c) 800,000 2,936,460 150,000 792,129
Holiday Inn - Provo (c) 850,000 1,116,708 68,687
Best Western - Santa Fe (c) 2,296,000 8,610,000 1,627,014
Hampton Inn - Arcadia (c) 1,660,500 6,226,875 3,507
Hampton Inn - Silverthorne (c) 1,337,625 5,016,094 463,067
Hampton Inn - Oakland (c) 1,223,045 3,109,435 437,861
Holiday Inn - Kent (c) 1,166,955 2,963,452 21,996 1,826,105
Holiday Inn Express - Poulsbo (c) 613,485 1,558,033 21,996 989,547
Hampton Inn - Clackamas (c) 2,261,998 2,048,440
Holiday Inn Express - Stark (c) 376,254 1,643,824 27,211 1,219,554
Residence Inn - Highlands Ranch (c) 809,159 4,151,567 155,226 208,503
Holiday Inn - Price (c) 240,167 4,034,833 123,364
Comfort Suites - S. San Francisco (c) 1,731,368 8,935,209 73,345
Holiday Inn - Renton (c) 2,119,815 5,622,685 216,484
Hampton Inn - Mesa CC $ 16,671,000(d) 1,800,000 11,025,000 175,040
Hampton Inn - Tucson (d) 500,000 5,817,500 94,955
Holiday Inn - Flagstaff (d) 1,148,000 6,072,000 120,324
Radisson Suites - Oxnard (c) 2,894,000 11,996,825 66,619
Courtyard - Riverside 2,980,000(c) 395,323 3,098,797 60,593
------------ --------- --------- -------- ------------
$ 19,651,000 $25,189,341 $106,531,199 $584,527 $115,018,566
============ =========== ============ ======== ============
<CAPTION>
Gross Amount at Which
Carried at Close of Period
--------------------------
Buildings and Accumulated Date of Date
Description Land Improvement Totals(a) Depreciation (b) Construction Acquired
----------- ---- ----------- --------- --------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Hampton Inn - Pueblo $ 607,183 $ 2,180,295 $ 2,787,478 $1,079,089 1985
Hampton Inn - Denver 1,250,462 3,476,934 4,727,396 1,745,762 1985
Holiday Inn - Craig 277,098 1,612,414 1,889,512 397,496 1991
Hampton Inn - Mesa 900,000 2,346,894 3,246,894 663,519 1987
Courtyard by Marriott - Fresno 950,000 3,728,589 4,678,589 803,387 1989
Holiday Inn - Provo 850,000 1,185,395 2,035,395 109,136 1993
Best Western - Santa Fe 2,296,000 10,237,014 12,533,014 780,270 1995
Hampton Inn - Arcadia 1,660,500 6,230,382 7,890,882 418,459 1995
Hampton Inn - Silverthorne 1,337,625 5,479,161 6,816,786 290,283 1995
Hampton Inn - Oakland 1,223,045 3,547,296 4,770,341 104,465 1995
Holiday Inn - Kent 1,188,951 4,789,557 5,978,508 119,033 1996
Holiday Inn Express - Poulsbo 635,481 2,547,580 3,183,061 68,145 1996
Hampton Inn - Clackamas 4,310,438 4,310,438 90,903 1996
Holiday Inn Express - Stark 403,465 2,863,378 3,266,843 64,357 1996
Residence Inn - Highlands Ranch 964,385 4,360,070 5,324,455 39,242 1996
Holiday Inn - Price 240,167 4,158,197 4,398,364 64,185 1996
Comfort Suites - S. San Francisco 1,731,368 9,008,554 10,739,922 141,537 1996
Holiday Inn - Renton 2,119,815 5,839,169 7,958,984 121,039 1996
Hampton Inn - Mesa CC 1,800,000 11,200,040 13,000,040 77,641 1996
Hampton Inn - Tucson 500,000 5,912,455 6,412,455 41,075 1996
Holiday Inn - Flagstaff 1,148,000 6,192,324 7,340,324 42,854 1996
Radisson Suites - Oxnard 2,894,000 12,063,444 14,957,444 18,001 1996
Courtyard - Riverside 395,323 3,159,390 3,554,713 98,138 1996
---------- ---------- ----------- ----------
$25,773,868 $121,549,765 $147,323,633(a) $9,558,217(b)
=========== ============ ============ ==========
<CAPTION>
Life on Which
Depreciation
in Latest
Income Statement
Description is Conducted
----------- --------------
<S> <C>
Hampton Inn - Pueblo 5-35
Hampton Inn - Denver 5-35
Holiday Inn - Craig 5-35
Hampton Inn - Mesa 5-35
Courtyard by Marriott - Fresno 5-35
Holiday Inn - Provo 5-35
Best Western - Santa Fe 5-35
Hampton Inn - Arcadia 5-35
Hampton Inn - Silverthorne 5-35
Hampton Inn - Oakland 5-35
Holiday Inn - Kent 5-35
Holiday Inn Express - Poulsbo 5-35
Hampton Inn - Clackamas 5-35
Holiday Inn Express - Stark 5-35
Residence Inn - Highlands Ranch 5-35
Holiday Inn - Price 5-35
Comfort Suites - S. San Francisco 5-35
Holiday Inn - Renton 5-35
Hampton Inn - Mesa CC 5-35
Hampton Inn - Tucson 5-35
Holiday Inn - Flagstaff 5-35
Radisson Suites - Oxnard 5-35
Courtyard - Riverside 5-35
</TABLE>
<TABLE>
<CAPTION>
1995 1996
---- ----
<S> <C> <C>
(a) Reconciliation of Land and Buildings and Improvements:
Balance at beginning of year $22,148,798 $ 52,012,431
Additions during year:
Acquisitions 29,499,740 88,198,970
Improvements 363,893 11,062,230
Disposals during the year (3,949,998)
----------- ------------
Balance at end of year period $52,012,431 $147,323,633
=========== ============
(b) Reconciliation of Accumulated Depreciation:
Balance at beginning of year 5,661,851 6,735,996
Depreciation for the year 1,074,145 2,861,351
Retirement (39,130)
Balance at end of year period $ 6,735,996 $ 9,558,217
=========== ============
</TABLE>
(c) Property is pledged as collateral under the line of credit. At December 31,
1996, $40,400,000 was outstanding under the line of credit.
(d) The $16,671,000 of encumbrances are cross-collateralized by the Mesa
Hampton Inn, the Tucson Hampton Inn, and the Flagstaff Holiday Inn.
Properties are also pledged as collateral under the line of credit.
F-16
<PAGE> 58
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Sunstone Hotel Investors, Inc.
We have audited the accompanying balance sheets of Sunstone Hotel Properties,
Inc. (the "Lessee") as of December 31, 1996 and 1995, and the related statements
of operations, stockholders' equity, and cash flows for the year ended December
31, 1996 and for the period August 16, 1995 (inception) to December 31, 1995.
These financial statements are the responsibility of the Lessee's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sunstone Hotel Properties, Inc.
as of December 31, 1996 and 1995, and the results of its operations and cash
flows for the year ended December 31, 1996 and for the period August 16, 1995 to
December 31, 1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
San Francisco, California
February 28, 1997
F-17
<PAGE> 59
SUNSTONE HOTEL PROPERTIES, INC.
BALANCE SHEETS
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 1,165,000 $ 800,000
Receivables, net of allowance for doubtful accounts
of $99,000 and $6,000, respectively 1,217,000 466,000
Due from affiliates, net 66,000
Inventories 514,000 125,000
Prepaid expenses and other assets, net 134,000 70,000
----------- -----------
$ 3,096,000 $ 1,461,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Rent payable - Sunstone Hotel Investors, Inc. 2,360,000 $ 645,000
Accounts payable 2,328,000 294,000
Customer deposits 276,000 199,000
Sales taxes payable 224,000 225,000
Accrued payroll 718,000 242,000
Accrued vacation 163,000 82,000
Accrued bonuses 176,000 115,000
Due to affiliates 104,000
Other accrued expenses 759,000 301,000
----------- -----------
7,004,000 2,207,000
----------- -----------
Commitments
Stockholders' equity:
Common stock, no par value, 1,000 shares authorized,
100 shares issued and outstanding
Accumulated deficit (Note 3) (3,908,000) (746,000)
----------- -----------
$ 3,096,000 $ 1,461,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-18
<PAGE> 60
SUNSTONE HOTEL PROPERTIES, INC.
STATEMENTS OF OPERATIONS AND STOCKHOLDERS' EQUITY
For the year ended December 31, 1996 and
for the period August 16, 1995 to December 31, 1995
<TABLE>
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Revenues:
Room $ 34,085,000 $ 7,060,000
Food and beverage 2,576,000 572,000
Other 1,932,000 293,000
------------ -----------
Total revenue 38,593,000 7,925,000
------------ -----------
Expenses:
Room 9,041,000 2,487,000
Food and beverage 2,436,000 531,000
Other 1,265,000 131,000
General and administrative 4,098,000 726,000
Franchise costs 1,326,000 285,000
Advertising and promotion 3,895,000 602,000
Utilities 2,034,000 363,000
Repairs and maintenance 1,829,000 376,000
Management fees 983,000 157,000
Rent expense (Note 3) 14,848,000 3,013,000
------------ -----------
Total expenses 41,755,000 8,671,000
------------ -----------
Net loss (3,162,000) (746,000)
Stockholders' equity:
Accumulated deficit, beginning of period (746,000)
------------ -----------
Accumulated deficit, end of period $ (3,908,000) $ (746,000)
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-19
<PAGE> 61
SUNSTONE HOTEL PROPERTIES, INC.
STATEMENTS OF CASH FLOWS
For the year ended December 31, 1996 and
for the period August 16, 1995 to December 31, 1995
<TABLE>
<CAPTION>
1996 1995
----------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net loss $(3,162,000) $(746,000)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Changes in assets and liabilities:
Receivables, net (751,000) (466,000)
Inventories (389,000) (125,000)
Prepaid expenses and other assets (45,000) (70,000)
Rent payable - Sunstone Hotel Investors, Inc. 1,715,000 645,000
Accounts payable, trade 2,034,000 294,000
Customer deposits 77,000 199,000
Sales taxes payable (1,000) 225,000
Accrued payroll 476,000 242,000
Accrued vacation 81,000 82,000
Accrued bonuses 61,000 115,000
Due from/to affiliates, net (170,000) 104,000
Other accrued expenses 458,000 301,000
----------- ---------
Net cash provided by operating activities 384,000 800,000
----------- ---------
Cash flows used in investing activities:
Purchase of office furniture and equipment (19,000)
----------- ---------
Net change in cash 365,000 800,000
Cash and cash equivalents, beginning of period 800,000
----------- ---------
Cash and cash equivalents, end of period $ 1,165,000 $ 800,000
=========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-20
<PAGE> 62
SUNSTONE HOTEL PROPERTIES
NOTES TO COMBINED FINANCIAL STATEMENTS
1. ORGANIZATION:
Sunstone Hotel Properties, Inc. (the "Lessee") was incorporated in
Colorado in August 1996 and commenced operations effective with the completion
of an initial public stock offering by Sunstone Hotel Investors, Inc. (the
Company) on August 16, 1996. The Lessee leases hotel properties, which are
primarily located in the Western United States, from the Company pursuant to
long-term leases (the "Percentage Leases"). The Lessee is owned by Robert A.
Alter, Chairman and President of the Company (80%), and Charles L. Biederman,
Director and Executive Vice President of the Company (20%). At December 31,
1996, 24 hotel properties were leased from the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Cash And Cash Equivalents:
Cash and cash equivalents are defined as cash on hand and in banks plus
all short-term investments with an original maturity of three months or less.
Inventories:
Inventories are stated at the lower of cost or market with cost
determined on a first-in, first-out basis.
Concentrations Of Credit Risk:
At December 31, 1995, the Lessee had amounts in banks that were in
excess of federally-insured amounts.
Revenue Recognition:
Revenue is recognized as earned which is generally defined as the date
upon which a guest occupies a room and utilizes the hotel's services. Ongoing
credit evaluations are performed and potential credit losses are expensed at the
time the account receivable is estimated to be uncollectible. Historically,
credit losses have not been material to the hotels' results of operations.
Fair Value of Financial Instruments:
The carrying amounts of cash and cash equivalents, accounts receivable,
prepaid and other assets, accounts payable and accrued expenses are deemed to
represent their fair value at December 31, 1996 and 1995.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Income Taxes:
The Lessee has elected to be treated as an S Corporation under
Subchapter S of the Internal Revenue Code. As a Subchapter S Corporation, the
tax attributes of the Lessee will pass through to its stockholders, who will
then owe any related taxes. Accordingly, the accompanying statements of
operations and stockholders' equity do not include income tax expense.
F-21
<PAGE> 63
SUNSTONE HOTEL PROPERTIES
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
3. ACCUMULATED DEFICIT:
From inception, the Lessee has incurred cumulative losses of $3.9
million. Of the current year loss of $3.2 million, approximately $1.5 million of
the loss was attributable to seven hotels that underwent substantial renovations
during 1996. Such renovations were made in conjunction with the Company's
strategy of acquiring hotels that can benefit from extensive improvements,
reflagging and repositioning resulting in higher potential revenue. In
accordance with the terms of the Percentage Leases, the Lessee is required to
pay the full lease payment even though a portion of the rooms are under
renovation and not available for rent to guests. During periods of renovation,
the hotels generally do not generate sufficient revenue to meet operating
expenses, including lease payments. Accordingly, the Lessee incurred substantial
operating losses primarily due to the terms of the Percentage Leases. Management
believes that the related losses represent costs that have a reasonable
assurance of future economic benefit that will be derived from improved
operating performance of the renovated hotels. Additional losses not related to
renovation are primarily attributable to the transition to new management at
acquired hotels, seasonal operations as determined by the timing of
acquisitions, the operating leverage of certain Percentage Leases and market
conditions in certain markets.
The Lessee has remained current in its payments to the Company under
the terms of the Percentage Leases, and during 1997, management anticipates
generating net income and substantial positive operating cash flow, however,
there can be no assurance that improved operating expectations will be met.
4. COMMITMENTS:
Franchise costs represent the expense for franchise royalties under the
terms of hotel franchise agreements, generally ranging from 10 to 20 years. Fees
are computed based upon percentages of gross room revenue.
Advertising and promotion costs represent the expense for franchise
advertising and reservation systems under the terms of the hotel franchise
agreements and general and administrative expenses that are directly
attributable to advertising and promotions. Fees are computed based upon
percentages of room revenue.
5. PERCENTAGE LEASE AGREEMENTS:
Future minimum rentals (base rents) payable under the Percentage Leases
with the Company subsequent to December 31, 1996 are as follows:
<TABLE>
<S> <C>
1997 $ 11,329,000
1998 11,329,000
1999 11,329,000
2000 11,329,000
2001 11,329,000
Thereafter 47,069,000
--------------
$ 103,714,000
==============
</TABLE>
F-22
<PAGE> 64
SUNSTONE HOTEL PROPERTIES
NOTES TO COMBINED FINANCIAL STATEMENTS, Continued
5. PERCENTAGE LEASE AGREEMENTS, CONTINUED:
The term of each lease is ten years. The Percentage Leases contain
various covenants and are cross- defaulted. The rent payable under each lease is
the greater of base rent (subject to annual adjustments based on increases in
the United States Consumer Price Index) or percentage rent. Percentage rent is
calculated as 20% to 37% of room revenues, up to a certain baseline revenue,
then 60% to 65% of room revenues in excess of the baseline revenues. Generally,
percentage rent includes 5% of food and beverage revenue and 100% of net other
revenues. Rent expense for the year ended December 31, 1996 and for the period
August 16, 1995 to December 31, 1995 was $14,848,000 and $3,013,000,
respectively, of which $6,807,000 and $1,328,000, respectively, was in excess of
base rent. The stockholders of the Lessee have collateralized the lease payments
by pledging 375,315 units owned in Sunstone Hotel Investors, L.P., a
majority-owned partnership of the Company.
6. RELATED PARTY TRANSACTIONS:
Sunstone Hotel Management, Inc. (the "Management Company"), a company
wholly owned by Robert A. Alter, Chairman and President of the Company,
provided management services to the Lessee. The cost of these services is
classified as management fees in the statements of operations.
Certain Lessee employee salaries and identifiable employee expenses
incurred in connection with acquisition and construction services are
reimbursed by the Company. During the year ended December 31, 1996 and for the
period August 16, 1995 to December 31, 1995, $200,000 and $13,000 was reimbursed
to the Lessee for such services, respectively.
F-23
<PAGE> 1
EXHIBIT 10.1.8
EIGHTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP
This Eighth Amendment ("Amendment") to the First Amended and Restated
Agreement of Limited Partnership, is entered into by and among Sunstone Hotel
Investors, Inc., a Maryland corporation, in its individual capacity (the
"Company") and in its capacity as the General Partner of the Partnership (the
"General Partner") and Flagstaff Hotel Assets, Inc., an Arizona corporation and
Tucson Desert Assets, Inc., an Arizona corporation, each as a newly admitted
limited partner of the Partnership (the "Additional Limited Partners") as of
October 29, 1996. All defined terms not otherwise defined herein shall have the
meaning set forth in the Agreement (as defined below).
RECITALS
A. WHEREAS, the General Partner and the current Limited Partners
executed that certain First Amended and Restated Agreement of Limited
Partnership dated as of October 16, 1995, amending and restating that certain
Limited Partnership Agreement dated as of September 22, 1994 (as amended, the
"Agreement"), and the General Partner caused Sunstone Hotel Investors, L.P. (the
"Partnership") to file a Certificate of Limited Partnership with the Delaware
Secretary of State on September 23, 1994, thereby causing the Partnership to be
formed for the purposes set forth in the Agreement.
B. WHEREAS, the Partnership has entered into a Capital Contribution
Agreement dated as of October 29, 1996 (the "Contribution Agreement") with the
Additional Limited Partners pursuant to which the Additional Limited Partners
have each agreed to accept the Partnership Units in exchange for the
contribution of the net equity of the Additional Limited Partners in the Hotels
described on Schedule 1 attached hereto (the "Additional Hotels").
C. WHEREAS, in order to evidence the issuance of the Partnership Units
and the admission of the Additional Limited Partners into the Partnership, the
parties hereto desire to enter into this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions.
a. The definition of "Partnership Unit" appearing in ARTICLE I
of the Partnership Agreement is hereby deleted and the following is inserted in
its place:
"PARTNERSHIP UNIT" means a fractional, undivided share of the
Partnership Interest of all Partners issued at any time and from
time to time by the Partnership. The ownership of Partnership Units
shall be evidenced by such form of certificate for units as the
General Partner may in its sole discretion adopt from time to time.
If no such certificate is adopted, the ownership of Partnership
Units shall be evidenced by Exhibit A as revised from time to time
by the General Partner to reflect the issuance, redemption,
exchange, or conversion of Partnership Units; provided, however,
that the General Partner may in its sole discretion engage a
transfer agent to maintain a Unitholder Ledger that will reflect
the issuance, redemption, exchange or conversion of Partnership
Units. In the absence of manifest error, the Unitholder Ledger
maintained by the Transfer Agent shall be final, conclusive and
binding on all Limited Partners.
b. The definition of "Percentage Interest" is hereby deleted in
its entirety and the following is inserted in its place:
"PERCENTAGE INTEREST" means the percentage ownership interest in
the Partnership that each Partner, as determined by dividing the
Partnership Units owned by a Partner as of the date of determination by
the total number of Partnership Units then outstanding, as may be
adjusted
-40-
<PAGE> 2
by Section 4.2 hereof. The Percentage Interest of each Partner is set forth
opposite its respective name on the Unitholder Ledger.
c. The following definition is hereby added:
"TRANSFER AGENT" shall mean the transfer agent engaged by the General
Partner with respect to the common stock of the General Partner.
d. The following definition is hereby added:
"UNITHOLDER LEDGER" shall mean the ledger maintained by the Transfer
Agent which reflects the ownership of Partnership Units and shall be revised
from time to time pursuant to the instructions by the General Partner to the
Transfer Agent to reflect the issuance, redemption, exchange, or conversion of
Partnership Units
2. Replacement of Exhibit "A". In order to reflect the fact that the
Transfer Agent is maintaining the record of Partnership Units and Partnership
Interest with the Unitholder Ledger rather than with Exhibit "A", all references
in the Partnership Agreement to Exhibit "A" are hereby deleted and replaced with
a reference to "Unitholder Ledger."
3. Issuance of Additional Partnership Units. Pursuant to Section 4.2(a)
of the Agreement, the General Partner hereby issues a Partnership Interest in
the form of the number of Partnership Units listed on the Unitholder Ledger
hereto to the Additional Limited Partners in consideration for the contribution
of the Additional Hotels pursuant to the terms of the Contribution Agreement.
Such issuance shall be deemed effective, and the Additional Limited Partners
shall each be deemed admitted as a Limited Partner automatically upon the
closing of the Contri bution Agreement and all references to "Limited Partner"
in the Agreement shall include each of the Additional Limited Partners. The
Partnership Interest issued in the foregoing sentence shall have all of the same
rights, powers and duties and shall be equal in all respects to the existing
Limited Partnership interests issued to the existing Limited Partners
specifically including, without limitation, the Redemption Rights granted
pursuant to Section 8.5 of the Agreement, and the Registration Rights granted
pursuant to Section 8.6 of the Agreement.
4. Allocations of Profit and Loss and Distributions.
a. Pre-Closing Hotel Profits and Losses. All profits, losses and
other items earned or incurred with respect to the Additional Hotels on or prior
to the Closing Date shall be allocated to the Additional Limited Partners. All
Profits, Losses and other taxable items earned or incurred after the Closing
Date shall be for the account of the Partnership. The General Partner shall
determine the amount of such items incurred or earned on or prior to the, as
opposed to after, the Closing Date in any reasonable manner permitted under the
Internal Revenue Code of 1986, as amended (the "Code") and the Regulations.
b. No Right to Distribution for Pre-Closing Hotel Profits. The
Additional Limited Partners shall not be entitled to any special distributions
with respect to any income generated by the Additional Hotels that may be
allocated to them for the period on or prior to the Closing Date.
c. No Right to Partnership Distribution for Third Quarter 1996.
Notwithstanding Section 5.2(a) of the Agreement to the contrary, none of the
Additional Limited Partners shall be entitled to the distribution for the third
quarter of 1996 (which is payable in November, 1996).
d. Full Distribution for Fourth Quarter 1996. Notwithstanding any
provision in the Agreement to the contrary, the Additional Limited Partners
shall be entitled to a full share of the distribution for the quarter ending
December 31, 1996.
e. Capital Accounts; Fourth Quarter 1996 Allocations. Upon the
admission of the Additional Limited Partners, the Partners' respective Capital
Accounts shall be adjusted to reflect the fair market value of the Partnership's
assets as prescribed in Section 4.4 of the Agreement. For purposes of
determining the Partners' respective Capital Accounts and making allocations in
the quarter ending December 31, 1996:
-41-
<PAGE> 3
(1) The distribution for the third quarter of 1996
shall be deemed to have been prior to the aforementioned Capital Account
adjustment and prior to the Capital Contribution Date.
(2) Notwithstanding anything in this Agreement to the
contrary, the Profits, Losses and any items thereof for the quarter
ending December 31, 1996, shall be allocated among the Partners so that
the per-Unit Capital Accounts of the Additional Limited Partners are
equal to the per-Unit Capital Accounts of the existing Limited Partners
as of the end of such quarter, after taking into account the distribution
for said quarter.
5. Addition to Section 9.2 Regarding Pledge of Limited Partnership
Interest. The following is hereby added as Section 9.2(e):
"(e) Notwithstanding Section 9.2(a) to the contrary, any Limited
Partner (including the Additional Limited Partners) may pledge, encumber or
hypothecate ("Pledge") all or any portion of his Limited Partnership Interest
upon satisfaction of each of the following conditions:
(i) the General Partner shall have determined in the exercise of
its reasonable judgment that such Pledge will not either jeopardize the status
of the Partnership as a partnership for federal or state income tax purposes or
otherwise create any adverse tax consequences to the Partnership or result in a
transfer that might jeopardize any exemption from registration under federal or
state securities laws;
(ii) the pledgee of the Pledge shall either be (i) an
institutional lender; or (ii) a non- institutional lender reasonably acceptable
to the General Partner; and
(iii) the Limited Partner making the Pledge shall provide a copy
of all documents evidencing the Pledge or relating to the Pledge transaction and
reimburse the Partnership for all reasonable costs and expenses incurred by the
Partnership in connection with such Pledge."
6. Restrictions on Transfer. Notwithstanding any other provision in the
Agreement to the contrary, the Additional Limited Partners shall not convey,
assign, distribute, or otherwise voluntarily or involuntarily transfer (other
than a Pledge permitted under Section 5 above) to any person, including any
shareholder, any of the Partnership Units (or any other substitute securities or
other securities received on account of such Partnership Units) held by any of
the Additional Limited Partners at any time prior to October 29, 1997. In
addition, none of the Additional Limited Partners shall sell any Redemption
Shares at any time if such sale could reasonably be expected to result in a
violation of any applicable law or regulation due to any other securities
offering or transaction by the General Partner or any administrator or agent for
the General Partners's dividend reinvestment and stock purchase plan.
7. Lock Up Agreements. In addition to the restrictions in Section 4
above, each of the Additional Limited Partners shall execute a lock-up agreement
at the request of the managing underwriter in connection with any public
underwritten securities offering by the General Partner on the same terms and
conditions as any such agreement executed by Mr. Robert A. Alter, but in no
event shall such lock-up period exceed 120 days after the first date that any
shares are released for sale to the public. As a condition to any transfer of
Partnership Units or Redemption Shares otherwise permitted under the Agreement,
each Additional Limited Partner shall cause any shareholder or other affiliate
who receives any Partnership Units from such Additional Limited Partner to agree
to be subject to the obligation to execute such a lock-up agreement.
8. Power of Attorney. Each of the Additional Limited Partners hereby
irrevocably constitutes and appoints the General Partner, any Liquidator, and
authorized officers and attorneys-in-fact of each, and each of those acting
singly, in each case with full power of substitution, as its true and lawful
agent and attorney-in-fact, with full power and authority in its name and place
instead to perform any of the acts set forth in Section 8.2 of the Agreement.
9. General Provisions. Article 12 of the Agreement is hereby
incorporated by reference as if set forth in full.
-42-
<PAGE> 4
10. Effect of Amendment. Except as amended hereby, the Agreement is
hereby confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
GENERAL PARTNER ADDITIONAL LIMITED PARTNERS
SUNSTONE HOTEL INVESTORS, INC., a FLAGSTAFF HOTEL ASSETS, INC.
Maryland corporation and the sole an Arizona corporation
General Partner, Executing this
Amendment without the need for any
consent by any Limited Partner By: /s/ Lauren B. Koonin
pursuant to the terms of Article XI -------------------------
of the Agreement Lauren B. Koonin
Its: President
By: /s/Robert A. Alter
------------------ TUCSON DESERT ASSETS, INC.,
Robert A. Alter an Arizona corporation
Its: President
By: /s/ Lauren B. Koonin
-------------------------
Lauren B. Koonin
Its: President
-43-
<PAGE> 1
EXHIBIT 10.1.9
NINTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP
This Ninth Amendment ("Amendment") to the First Amended and Restated
Agreement of Limited Partnership dated as of December __, 1996, is entered into
by and among Sunstone Hotel Investors, Inc., a Maryland corporation, in its
individual capacity (the "Company") and in its capacity as the General Partner
of the Partnership (the "General Partner") and each of the individuals listed on
the signature page attached hereto, as newly admitted limited partners of the
Partnership (the "Substitute Limited Partners"). All defined terms not otherwise
defined herein shall have the meaning set forth in the Agreement (as defined
below).
RECITALS
A. WHEREAS, the General Partner and the current Limited Partners
executed that certain First Amended and Restated Agreement of Limited
Partnership dated as of October 16, 1995, amending and restating that certain
Limited Partnership Agreement dated as of September 22, 1994 (as amended, the
"Agreement"), and the General Partner caused the Sunstone Hotel Investors, L.P.
(the "Partnership") to file a Certificate of Limited Partnership with the
Delaware Secretary of State on September 23, 1994, thereby causing the
Partnership to be formed for the purposes set forth in the Agreement.
B. WHEREAS, Steamboat Hotel Partners, Ltd., a Colorado limited
partnership, and current Limited Partner of the Partnership (the "Dissolving
Limited Partner"), has elected to dissolve and distribute in a liquidation to
its partners all of its respective assets, including Partnership Units. Robert
Alter and C. Robert Enever are existing Limited Partners (the "Existing Limited
Partners") who will be receiving a distribution of Partnership Units from the
Dissolving Limited Partner.
C. WHEREAS, each of the Substitute Limited Partners desire as soon as
practical after receiving such liquidating distribution of Partnership Units
from the Dissolving Limited Partner to be admitted as a substitute limited
partner in accordance with the terms of Section 9.3 of the Agreement.
D. WHEREAS, in order to evidence the transfer of the Partnership Units
and the admission of the Substitute Limited Partners into the Partnership, the
parties hereto desire to enter into this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Admission of Substitute Limited Partners. Each of the Substitute
Limited Partners is hereby admitted as a Substituted Limited Partner pursuant to
Section 9.3 of the Agreement effective as of December 31, 1996. The General
Partner shall instruct ChaseMellon Shareholder Services, the Transfer Agent for
the Partnership, to process the request for transfer of Partnership Units to
reflect the transfer from the Dissolving Limited Partner to the Substitute
Limited Partners. Attached hereto as Exhibit "A" is a chart reflecting the
transfer of the Partnership Units to the Substitute Limited Partners and to the
Existing Limited Partners and the allocated Agreed Value of the Hotel
contributed in consideration for the original issuance of the Partnership Units.
Each Substitute Limited Partner has listed his or her address for notices below
the signature block hereto.
2. Agreement to be Bound. Each of the Substitute Limited Partners
hereby agrees to be bound by each of the terms and conditions of the Agreement,
which are hereby incorporated by reference.
3. Power of Attorney. Each Substitute Limited Partner hereby
irrevocably constitutes and appoints the General Partner, any Liquidator, and
authorized officers and attorneys-in-fact of each, and each of those acting
singly, in each case with full power of substitution, as its true and lawful
agent and attorney-in-fact, with full power and authority in its name and place
instead to perform any of the acts set forth in Section 8.2 of the Agreement.
-44-
<PAGE> 2
4. Representation of Substitute Limited Partner. Each
Substitute Limited Partner hereby represents and warrants to the
General Partner and to the Partnership that the acquisition of his
Partnership Interest is made as a principal for his own account for
investment purposes only and not with a view to the resale or
distribution of such Partnership Interest. Each Substitute Limited
Partner hereby agrees that he or she will not sell, assign or otherwise
transfer his or her Partnership Interest or any fraction thereof,
whether voluntarily or by operation of law or judicial sale or
otherwise, to any Person who does not make the representations and
warranties to the General Partners set forth in Section 9.1(a) and
similarly agree not to sell, assign or transfer such Partnership or
fraction thereof to any Person who does not similarly represent,
warrant and agree.
5. Effect of Amendment. Except as amended hereby, the
Agreement is hereby confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
GENERAL PARTNER SUBSTITUTE LIMITED PARTNER
SUNSTONE HOTEL INVESTORS, INC., /s/ Audrey W. Enever
a Maryland corporation and the ----------------------------------
sole General Partner, Executing Audrey W. Enever
this Amendment without the need
for any consent by any Limited /s/ Daniel E. Carsello
Partner pursuant to the terms ----------------------------------
of Article XI of the Agreement Daniel E. Carsello
/s/ Daniel E. Carsello
By: /s/Robert A. Alter ----------------------------------
- ---------------------- /s/ Daniel E. Carsello, Trustee
Robert A. Alter
Its: President /s/ Jeanne H. Carsello
----------------------------------
Jeanne H. Carsello, Trustee
/s/ Gerald N. Clark
----------------------------------
Gerald N. Clark
/s/ Andra M. Palmros
----------------------------------
Andra M. Palmros, personal Representative
of the Estate of Alexander Palmros II,
a/k/a Alex Palmros II,
Deceased
/s/ H. David Zabel
----------------------------------
H. David Zabel
/s/ Daniel P. Dooley
----------------------------------
Daniel P. Dooley
-45-
<PAGE> 3
/s/ Colleen Dooley
----------------------------------
Colleen Dooley
/s/ Peter B. Ayres
----------------------------------
Peter B. Ayres, Trustee
/s/ Terry H. Hilson
----------------------------------
Terry H. Hilson, Trustee
/s/ Douglas A. Slansky
----------------------------------
Douglas A. Slansky
/s/ Edward C. Poth
----------------------------------
Edward C. Poth
/s/ Dean A. Sammons
----------------------------------
Dean A. Sammons
/s/ Sarah B. Sammons
----------------------------------
Sarah B. Sammons
/s/ Richard E. Pyle
----------------------------------
Richard E. Pyle
/s/ Garey W. Coonen
----------------------------------
Garey W. Coonen
/s/ Edgar R. Johnson
----------------------------------
Edgar R. Johnson
/s/ June A. Johnson
----------------------------------
June A. Johnson
/s/ James Hively
----------------------------------
James Hively
/s/ Sandra Hively
----------------------------------
Sandra Hively
/s/ Richard F. Wehrli
----------------------------------
Richard F. Wehrli
/s/ Judith J. Wehrli
----------------------------------
Judith J. Wehrli
-46-
<PAGE> 4
/s/ Eugene D. Hogenson
-------------------------------
Eugene D. Hogenson
/s/ Christine M. Leick
-------------------------------
Christine M. Leick
/s/ Sherman B. Cornell
-------------------------------
Sherman B. Cornell
/s/ Anthony E. Van Baak
-------------------------------
Anthony E. Van Baak
-47-
<PAGE> 1
EXHIBIT 10.30.7
AMENDMENT NUMBER SEVEN
TO
THIRD PARTY PLEDGE AGREEMENT
THIS AMENDMENT NUMBER SEVEN TO THIRD PARTY PLEDGE AGREEMENT (the
"Amendment") is made and entered into as of the 29th day of October, 1996, by
and between SUNSTONE HOTEL INVESTORS, L.P., a Delaware limited partnership
("Secured Party"); and ROBERT A. ALTER ("Alter") and CHARLES L. BIEDERMAN
("Biederman; and together with Alter, "Pledgor").
WHEREAS, the undersigned are parties to that certain Third Party Pledge
Agreement entered into as of August 16, 1995, as amended (the "Agreement"); and
WHEREAS, the undersigned desire to amend the Agreement in order to
reflect the purchase of the Holiday Inn Hotel in Flagstaff, Arizona, the Holiday
Inn Hotel in Mesa, Arizona and the Holiday Inn Hotel in Tucson, Arizona (the
"Hotels") and the execution of the Lease Agreement for such Hotels.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein and in the Agreement, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINED TERMS. For purposes of this Amendment, all capitalized terms
used and not otherwise defined herein, shall have the meanings assigned to them
in the Agreement.
2. UNITS PLEDGED. In order to secure the lien of the pledge in favor of
Secured Party in the Units pledged to secure the Lease Agreement for the Hotels,
Exhibit A to the Agreement is hereby amended and restated in its entirety to
read in full as attached hereto as Exhibit A.
3. FORCE AND EFFECT. Except to the extent modified by this Amendment,
all of the terms and provisions of the Agreement shall be unaffected and shall
remain in full force and effect. This Amendment shall be deemed part of, and
construed in accordance with the Agreement.
4. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which shall be deemed to be an original and all of which shall be deemed to
consititute the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
PLEDGOR
/s/Robert A. Alter
-----------------------
Robert A. Alter
/s/Charles L. Biederman
-----------------------
Charles L. Biederman
SECURED PARTY
SUNSTONE HOTEL INVESTORS, L.P.
a Delaware limited partnership
By: Sunstone Hotel Investors, Inc.
a Maryland corporation,
Its General Partner
By: /s/Robert A. Alter
-----------------------
Robert A. Alter
Its: President
-48-
<PAGE> 2
EXHIBIT A
Percentage Leases & Pledge of Units
<TABLE>
<CAPTION>
PERCENTAGE FOUR MONTHS NUMBER OF THIRD INITIALS
LEASE BASE RENT UNITS ANNIVERSARY OF PLEDGOR
PLEDGED DATE
<S> <C> <C> <C> <C>
Hampton Inn - $188,750 19,868 August 16, 1998
Denver S.E., CO
Hampton Inn - $150,000 15,790 August 16, 1998
Pueblo, CO
Courtyard by Marriott - $135,000 14,211 August 16, 1998
Fresno, CA
Hampton Inn - $158,667 16,702 August 16, 1998
Mesa, AZ
Holiday Inn - $125,000 13,158 August 16, 1998
Steamboat Springs,CO
Holiday Inn - $142,000 14,947 August 16, 1998
Craig, CO
Holiday Inn - $53,333 5,614 August 16, 1998
Provo, UT
Hampton Inn - $161,000 16,947 August 16, 1998
Silverthorne, CO
Best Western - $220,000 23,158 August 16, 1998
Santa Fe, NM
Hampton Inn - $132,000 13,895 August 16, 1998
Arcadia, CA
Hampton Inn - $139,333 13,933 December 13, 1998
Oakland, CA
Cypress Inn - $189,000 17,182 February 2, 1999
Kent, WA
Cypress Inn - $107,917 9,811 February 2, 1999
Poulsbo, WA
Cypress Inn - $145,667 13,242 February 2, 1999
Clackamas, WA
Cypress Inn - $121,000 11,000 February 2, 1999
Portland, OR
Courtyard By Marriott - $142,000 14,025 April 1, 1999
Riverside, CA
Holiday Inn Select - $270,000 24,828 June 28, 1999
Renton, WA
</TABLE>
-49-
<PAGE> 3
<TABLE>
<CAPTION>
PERCENTAGE FOUR MONTHS NUMBER OF THIRD INITIALS
LEASE BASE RENT UNITS ANNIVERSARY OF PLEDGOR
PLEDGED DATE
<S> <C> <C> <C>
Comfort Suites - $240,000 24,615 August 13, 1999
So. San Francisco, CA
Days Inn - $90,000 9,231 August 13, 1999
Price, UT
Residence Inn - $100,000 9,524 September 20, 1999
Highlands Ranch, CO,
Holiday Inn - $100,000 9,090 October 29, 1999
Flagstaff, AZ
Holiday Inn - $268,666 24,424 October 29, 1999
Mesa, AZ
Hampton Inn - $115,400 10,455 October 29, 1999
Tucson, AZ
COMBINED TOTALS: $3,494,333 345,650
</TABLE>
-50-
<PAGE> 1
EXHIBIT 10.30.8
AMENDMENT NUMBER EIGHT
TO
THIRD PARTY PLEDGE AGREEMENT
THIS AMENDMENT NUMBER EIGHT TO THIRD PARTY PLEDGE AGREEMENT (the
"Amendment") is made and entered into as of the 19th day of December, 1996, by
and between SUNSTONE HOTEL INVESTORS, L.P., a Delaware limited partnership
("Secured Party"); and ROBERT A. ALTER ("Alter") and CHARLES L. BIEDERMAN
("Biederman; and together with Alter, "Pledgor").
WHEREAS, the undersigned are parties to that certain Third Party Pledge
Agreement entered into as of August 16, 1995, as amended (the "Agreement"); and
WHEREAS, the undersigned desire to amend the Agreement in order to
reflect the purchase of the Radisson Suites in Oxnard, California (the "Hotel")
and the execution of the Lease Agreement for such Hotel.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein and in the Agreement, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. DEFINED TERMS. For purposes of this Amendment, all capitalized terms
used and not otherwise defined herein, shall have the meanings assigned to them
in the Agreement.
2. UNITS PLEDGED. In order to secure the lien of the pledge in favor of
Secured Party in the Units pledged to secure the Lease Agreement for the Hotels,
Exhibit A to the Agreement is hereby amended and restated in its entirety to
read in full as attached hereto as Exhibit A.
3. FORCE AND EFFECT. Except to the extent modified by this Amendment,
all of the terms and provisions of the Agreement shall be unaffected and shall
remain in full force and effect. This Amendment shall be deemed part of, and
construed in accordance with the Agreement.
4. COUNTERPARTS. This Amendment may be executed in counterparts, each
of which shall be demmed to be an original and all of which shall be deemed to
constitute the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.
PLEDGOR
/s/Robert A. Alter
- ------------------------
Robert A. Alter
/s/Charles L. Biedrman
- ------------------------
Charles L. Biederman
SECURED PARTY
SUNSTONE HOTEL INVESTORS, L.P.
a Delaware limited partnership
By: Sunstone Hotel Investors, Inc.
a Maryland corporation,
Its General Partner
By: /s/Robert A. Alter
-----------------------
Robert A. Alter
Its: President
-51-
<PAGE> 2
EXHIBIT A
Percentage Leases & Pledge of Units
<TABLE>
<CAPTION>
PERCENTAGE FOUR MONTHS NUMBER OF THIRD INITIALS
LEASE BASE RENT UNITS ANNIVERSARY OF PLEDGOR
PLEDGED DATE
<S> <C> <C> <C> <C>
Hampton Inn - $188,750 19,868 August 16, 1998
Denver S.E., CO
Hampton Inn - $150,000 15,790 August 16, 1998
Pueblo, CO
Courtyard by Marriott - $135,000 14,211 August 16, 1998
Fresno, CA
Hampton Inn - $158,667 16,702 August 16, 1998
Mesa, AZ
Holiday Inn - $125,000 13,158 August 16, 1998
Steamboat Springs,CO
Holiday Inn - $142,000 14,947 August 16, 1998
Craig, CO
Holiday Inn - $53,333 5,614 August 16, 1998
Provo, UT
Hampton Inn - $161,000 16,947 August 16, 1998
Silverthorne, CO
Best Western - $220,000 23,158 August 16, 1998
Santa Fe, NM
Hampton Inn - $132,000 13,895 August 16, 1998
Arcadia, CA
Hampton Inn - $139,333 13,933 December 13, 1998
Oakland, CA
Cypress Inn - $189,000 17,182 February 2, 1999
Kent, WA
Cypress Inn - $107,917 9,811 February 2, 1999
Poulsbo, WA
Cypress Inn - $145,667 13,242 February 2, 1999
Clackamas, WA
Cypress Inn - $121,000 11,000 February 2, 1999
Portland, OR
Courtyard By Marriott - $142,000 14,025 April 1, 1999
Riverside, CA
Holiday Inn Select - $270,000 24,828 June 28, 1999
Renton, WA
</TABLE>
-52-
<PAGE> 3
<TABLE>
<CAPTION>
PERCENTAGE FOUR MONTHS NUMBER OF THIRD INITIALS
LEASE BASE RENT UNITS ANNIVERSARY OF PLEDGOR
PLEDGED DATE
<S> <C> <C> <C> <C>
Comfort Suites - $240,000 24,615 August 13, 1999
So. San Francisco, CA
Days Inn - $90,000 9,231 August 13, 1999
Price, UT
Residence Inn - $100,000 9,524 September 20, 1999
Highlands Ranch, CO
Holiday Inn - $100,000 9,090 October 29, 1999
Flagstaff, AZ
Holiday Inn - $268,666 24,424 October 29, 1999
Mesa, AZ
Hampton Inn - $115,400 10,455 October 29, 1999
Tucson, AZ
Radisson Suite - $363,400 29,665 December 19, 1999
Oxnard, CA
COMBINED TOTALS: $3,857,733 375,315
</TABLE>
-53-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 142,000
<SECURITIES> 0
<RECEIVABLES> 5,210,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 169,856,000
<DEPRECIATION> (16,919,000)
<TOTAL-ASSETS> 160,079,000
<CURRENT-LIABILITIES> 0
<BONDS> 60,051,000
0
0
<COMMON> 109,000
<OTHER-SE> 80,692,000
<TOTAL-LIABILITY-AND-EQUITY> 160,079,000
<SALES> 0
<TOTAL-REVENUES> 15,084,000
<CGS> 0
<TOTAL-COSTS> 7,892,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,558,000
<INCOME-PRETAX> 5,634,000
<INCOME-TAX> 5,634,000
<INCOME-CONTINUING> 5,634,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,634,000
<EPS-PRIMARY> 0.71
<EPS-DILUTED> 0
</TABLE>
