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Sunstone Reports a 1st Qtr 2011 Net Income of $45.7 million Compared with a
Loss of $26.2 million Same Period Prior Year
; RevPAR Grows 7.6%


ALISO VIEJO, Calif., May 5, 2011 -- Sunstone Hotel Investors, Inc. (the "Company") (NYSE: SHO) today announced results for the first quarter ended March 31, 2011.

First Quarter 2011 Operational Results (1) :

  • Total revenue was $162.6 million.
  • RevPAR for the Pro Forma Comparable 33 Hotel Portfolio was $110.21.
  • Income available to common stockholders was $45.7 million.
  • Income available to common stockholders per diluted share was $0.39.
  • Adjusted EBITDA was $32.2 million.
  • Adjusted FFO available to common stockholders was $8.3 million.
  • Adjusted FFO available to common stockholders per diluted share was $0.07.
  • Hotel EBITDA margin for the Pro Forma Comparable 33 Hotel Portfolio was 22.8%.

Ken Cruse, President, stated, "Year-to-date, we have meaningfully enhanced the quality and growth potential of our portfolio by acquiring three high-quality, well-located hotels: the 460-room Doubletree Guest Suites Times Square; the 494-room JW Marriott New Orleans; and the 1,190-room Hilton San Diego Bayfront. We have also effectively recycled capital by selling the Royal Palm Miami Beach project. Additionally, in the first quarter of 2011 we completed a number of quality-enhancing hotel renovation projects, including major renovations at the Embassy Suites Chicago, Marriott Tysons Corner and Marriott Boston Quincy. While our renovation program has resulted in some short-term displacement and margin pressure, we believe the program will meaningfully enhance the growth potential of our portfolio. On a pro forma basis, our upgraded 33 hotel portfolio produced a strong 7.6% RevPAR increase as compared to the first quarter last year." Mr. Cruse continued, "Going forward we will remain focused on internal value creation through asset management and select renovations. Accordingly, we are in the process of bolstering our asset management function to improve our oversight of sales and revenue management, and we are working to implement additional efficiency measures aimed at producing stronger margin performance throughout our portfolio. Lastly, we remain focused on balance sheet initiatives aimed at increasing the value of our common shares and improving our financial flexibility and credit statistics."

  1. RevPAR and hotel EBITDA margin information presented reflect the Company's Pro Forma Comparable 33 Hotel Portfolio, which includes the Company's 32 Comparable Hotels owned by the Company as of March 31, 2011, excluding the Royal Palm Miami Beach which has been classified as Held for Sale as of March 31, 2011 and included in discontinued operations for the three months ended March 31, 2011. The Royal Palm Miami Beach was sold in April 2011. The Pro Forma Comparable 33 Hotel Portfolio also includes prior ownership results for the Doubletree Guest Suites Times Square, acquired by the Company in January 2011, the JW Marriott New Orleans, acquired by the Company in February 2011, and the Hilton San Diego Bayfront, acquired by the Company in April 2011, for all periods presented.

SELECTED FINANCIAL DATA


($ in millions, except RevPAR and per share amounts)


(unaudited)








Three Months Ended March 31,



2011

2010

% Change


Total Revenue

$ 162.6

$ 140.9

15.4%


Comparable Portfolio RevPAR (1)

$ 104.63

$ 99.36

5.3%


Pro Forma Comparable Portfolio RevPAR (2)

$ 110.21

$ 102.40

7.6%







Comparable Portfolio hotel EBITDA margin (1)

20.6%

21.1%

(50) bps


Pro Forma Comparable Portfolio hotel EBITDA margin (2)

22.8%

23.2%

(40) bps


Pro Forma Comparable Portfolio hotel EBITDA margin adjusted for renovations (3)

24.3%

23.9%

40 bps







Income available (loss attributable) to common stockholders

$ 45.7

$ (26.3)



Income available (loss attributable) to common stockholders per diluted share

$ 0.39

$ (0.27)



EBITDA

$ 98.1

$ 30.0



Adjusted EBITDA

$ 32.2

$ 31.0



FFO available to common stockholders

$ 74.8

$ (1.0)



Adjusted FFO available to common stockholders

$ 8.3

$ 3.9



FFO available to common stockholders per diluted share (4)

$ 0.64

$ (0.01)



Adjusted FFO available to common stockholders per diluted share (4)

$ 0.07

$ 0.04









  1. Includes the 32 Comparable Hotels owned by the Company as of March 31, 2011, excluding the Royal Palm Miami Beach which has been classified as Held for Sale as of March 31, 2011 and included in discontinued operations for the three months ended March 31, 2011. The Royal Palm Miami Beach was sold in April 2011. Includes the Renaissance Westchester, reacquired by the Company in June 2010, the Doubletree Guest Suites Times Square, acquired by the Company in January 2011, and the JW Marriott New Orleans, acquired by the Company in February 2011, for all periods presented.
  2. Includes the Company's 33 Hotel Pro Forma Comparable Portfolio, which includes the Company's 32 Comparable Hotels noted above, plus the Hilton San Diego Bayfront, acquired by the Company in April 2011.
  3. Includes the Company's 33 Hotel Pro Forma Comparable Portfolio adjusted for nine hotels which are currently under renovation.
  4. Reflects the Series C convertible preferred stock on a "non-converted" basis. On an "as-converted" basis, FFO available to common stockholders per diluted share is $0.63 and $0.01, respectively, for the three months ended March 31, 2011 and 2010. On an "as-converted" basis, Adjusted FFO available to common stockholders per diluted share is $0.08 and $0.05, respectively, for the three months ended March 31, 2011 and 2010.

Disclosure regarding the non-GAAP financial measures in this release is included on page 5. Reconciliations of non-GAAP financial measures to the most comparable GAAP measure for each of the periods presented are included on pages 9 through 14 of this release.

Acquisition Update

On April 15, 2011, the Company completed the previously announced acquisition of a 75% majority interest in the joint venture that owns the 1,190-room Hilton San Diego Bayfront (the "Hotel") located in San Diego, California. Concurrent with the acquisition, the joint venture entered into a new mortgage financing secured by the Hotel. The mortgage bears interest at a floating rate of LIBOR plus 325 basis points and matures in 2016.

Disposition Update

On April 8, 2011, the Company completed the previously announced sale of the 409-room Royal Palm Miami Beach for $130.0 million, including $40.0 million in cash and a $90.0 million mortgage secured purchase money loan to the buyer which matures in December 2013. The mortgage secured purchase money loan bears interest at a floating rate of LIBOR plus 500 basis points through December 2012, and LIBOR plus 600 basis points for 2013. The Company also retained an earn-out right which will enable it to receive future payments of up to $20.0 million in the event that the hotel achieves certain return hurdles.

Balance Sheet/Liquidity Update

On April 6, 2011, the Company completed an underwritten public offering of 4,600,000 shares of 8.0% Series D Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock"), including the full exercise of the underwriters' overallotment option, for gross proceeds of $115.0 million.

As of March 31, 2011, the Company had approximately $214.6 million of cash and cash equivalents, including restricted cash of $61.4 million. Subsequent to the end of the first quarter 2011, the Company increased its cash balance with approximately $111.0 million of net proceeds from the Series D Preferred Stock offering and approximately $40.0 million from the sale of the Royal Palm Miami Beach, and utilized approximately $180.9 million of its cash balance for the acquisition of the Hilton San Diego Bayfront.

As of March 31, 2011, total assets were $2.8 billion, including $2.4 billion of net investments in hotel properties, total debt was $1.5 billion and stockholders' equity was $1.1 billion.

John Arabia, Chief Financial Officer, stated, "In the past several months, we have deployed a portion of our excess cash, including a portion of the proceeds from our recently completed preferred equity offering, into the acquisition of three high-quality hotels. While our external growth opportunities are robust, our balance sheet initiatives, as well as our renovation and asset management priorities, are equally important elements of our corporate strategy. Therefore, we intend to deploy capital only in ways that are additive to the intrinsic value of our common shares and improve our leverage and financial flexibility." Mr. Arabia continued, "We continue to hold excess cash, have access to multiple forms of capital, and have the liquidity to meet our near-term capital requirements, including our planned partial paydown of the $270 million loan on our Doubletree Guest Suites Times Square hotel. We remain committed to gradually and methodically reducing our financial leverage while growing the company."

Capital Improvements

During the first quarter of 2011, the Company invested $32.6 million in capital improvements to its portfolio. The Company's capital improvements program is aimed at value-adding renovation and repositioning projects, including the following:

Highlighted projects

  • Marriott Boston Long Wharf (Total project: $18.9 million, 2011 investment: $1.3 million) - Renovation and redesign of all public space, porte - cochere and the restaurant to be completed by the end of Q2 2011.
  • Renaissance Orlando at Sea World ® (Total project: $9.8 million, 2011 investment: $4.2 million) - Renovation of guest suites and meeting space, a pool and backyard reinvention with new interactive water features and a 10,000 sq-ft function lawn, an addition of a Family Technology Room with game systems and other technology, and the completion of the roof restoration to be completed by end of Q4 2011.
  • Renaissance Westchester (Total project: $4.0 million, 2011 investment: $3.4 million) - Renovation of the guest rooms HVAC system and an elevator systems upgrade to be completed by the end of Q3 2011.
  • Embassy Suites Chicago (Total project: $12.3 million, 2011 investment: $1.0 million) - Renovation of guest suites, corridors and lobby were completed in Q1 2011.
  • Marriott Boston Quincy (Total project: $6.7 million, 2011 investment: $0.4 million) - Renovation of guest rooms and concierge lounge, and the addition of paid automated parking were completed in Q1 2011.
  • Marriott Tysons Corner (Total project: $6.6 million, 2011 investment: $3.5 million) - Renovation of guest rooms and building exterior with the addition of paid automated parking were completed in Q1 2011.

Sunstone Executive Management Team Update

The Company appointed Robert C. Springer as Senior Vice President of Acquisitions. Mr. Springer's employment with the Company is expected to begin on or about May 30, 2011. Mr. Springer will lead the Company's external growth and capital recycling initiatives. Specifically, Mr. Springer will oversee the process for sourcing, underwriting and closing targeted single asset and portfolio acquisitions, as well as selective asset dispositions and capital initiatives.

Ken Cruse stated, "We are very excited to add Robert to our dynamic team of lodging industry professionals. He brings a wealth of skills, experience and industry relationships to Sunstone. We have worked with, and across from, Robert on a number of transactions over the last decade, and we look forward to Robert becoming a key member of our leadership team."

Mr. Springer was most recently a Vice President in Goldman, Sachs & Co.'s Merchant Banking Division and has been a key player in the firm's principal lodging investing activity primarily through the Whitehall Street Real Estate series of private equity funds, as well as the Goldman Sachs Real Estate Mezzanine Partners fund. Mr. Springer's involvement with these funds spanned all aspects of hotel equity and debt investing, as well as asset management of numerous lodging portfolios. Mr. Springer joined Goldman, Sachs & Co. in 2006.

Prior to joining Goldman, Sachs & Co., Mr. Springer worked in both the feasibility and acquisitions groups at Host Hotels & Resorts and was integral to the acquisition of several large lodging deals. Mr. Springer started his career with PricewaterhouseCoopers in the Hospitality Consulting Group and earned his Bachelor of Science in Hotel Administration from Cornell University.

2011 Outlook

The Company is providing guidance at this time but does not undertake to make updates for any developments in its business or changes in the operating environment. Achievement of the anticipated results is subject to risks and uncertainties, including those disclosed in the Company's filings with the Securities and Exchange Commission. The Company has provided guidance for the full year 2011. The Company's guidance does not take into account any additional hotel acquisitions, dispositions or financings during 2011.

For the full year 2011, the Company expects:

  • Pro Forma Comparable 33 Hotel Portfolio RevPAR to increase 6.0% to 8.0%.
  • Adjusted EBITDA of approximately $204 million to $215 million.
  • Adjusted FFO of approximately $92 million to $103 million.
  • Adjusted FFO per share of approximately $0.78 to $0.88.

Dividend Update

On May 5, 2011, the Company's board of directors declared a cash dividend of $0.50 per share payable to its Series A and Series D cumulative redeemable preferred stockholders and a cash dividend of $0.393 per share payable to its Series C cumulative convertible redeemable preferred stockholders. The dividends will be paid on July 15, 2011 to stockholders of record on June 30, 2011. No dividend was declared on the Company's common stock.

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

Mr. Arabia stated, "We are reinstating our policy of providing earnings guidance in order to increase our disclosure and transparency. Adjusting for changes to our seasonality and timing of recent acquisitions, we believe that second quarter Adjusted EBITDA will account for approximately 27% to 28% of our full year Adjusted EBITDA. Based on our current forecasts, and assuming current business conditions continue, Sunstone is likely to generate positive taxable income in 2011. Should this be the case, we would expect to pay dividends on our common stock for the taxable year."

Earnings Call

The Company will host a conference call to discuss first quarter 2011 results on May 6, 2011, at 12:00 pm. EDT (9:00 a.m. PDT). A live web cast of the call will be available via the Investor Relations section of the Company's website. Alternatively, investors may dial 1-877-941-9205 (for domestic callers) or 1-480-629-9835 (for international callers). A replay of the web cast will also be archived on the website.

About Sunstone Hotel Investors, Inc.

Sunstone Hotel Investors, Inc. ("Sunstone") is a lodging real estate investment trust ("REIT") that owns 33 hotels comprised of 13,457 rooms. Sunstone's hotels are primarily in the upper upscale segment and are generally operated under nationally recognized brands, such as Marriott, Fairmont, Hilton and Hyatt. For further information, please visit Sunstone's website at www.sunstonehotels.com.

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will" and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: volatility in the debt or equity markets affecting our ability to acquire or sell hotel assets; national and local economic and business conditions, including the likelihood of a prolonged U.S. recession; the ability to maintain sufficient liquidity and our access to capital markets; potential terrorist attacks, which would affect occupancy rates at our hotels and the demand for hotel products and services; operating risks associated with the hotel business; risks associated with the level of our indebtedness and our ability to meet covenants in our debt and equity agreements; relationships with property managers and franchisors; our ability to maintain our properties in a first-class manner, including meeting capital expenditure requirements; our ability to compete effectively in areas such as access, location, quality of accommodations and room rate structures; changes in travel patterns, taxes and government regulations, which influence or determine wages, prices, construction procedures and costs; our ability to identify, successfully compete for and complete acquisitions; the performance of hotels after they are acquired; necessary capital expenditures and our ability to fund them and complete them with minimum disruption; our ability to continue to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes; and other risks and uncertainties associated with our business described in the Company's filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All forward-looking information in this release is as of May 5, 2011, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations.

This release should be read in conjunction with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at www.sunstonehotels.com and through the SEC's Electronic Data Gathering Analysis and Retrieval System ("EDGAR") at www.sec.gov.

The following tables include 2010 operating statistics for the Company's Pro Forma Comparable 33 Hotel Portfolio, which includes the 32 hotels owned by the Company as of March 31, 2011, excluding the Royal Palm Miami Beach, and includes the Hilton San Diego Bayfront acquired by the Company on April 15, 2011.


Occupancy %

ADR

RevPAR


Total Revenue Seasonality







($ in thousands)


2010





2010




Q1

68.3%

$ 149.92

$ 102.40


Q1

$ 182,906

22.3%


Q2

75.3%

$ 161.89

$ 121.90


Q2

207,534

25.3%


Q3

74.7%

$ 157.88

$ 117.94


Q3

198,083

24.2%


Q4

68.3%

$ 168.87

$ 115.34


Q4

230,675

28.2%


FY 2010

71.5%

$ 159.99

$ 114.39


FY 2010

$ 819,198

100.0%














2010 Pro Forma






Acquisition:


Acquisition:


Acquisition:


Acquisition:


Disposition:

Loan Origination:






31 Hotel Portfolio (1)


Doubletree Guest Suites
Times Square


BuyEfficient, LLC


JW Marriott New Orleans


Hilton San Diego Bayfront (2) (5)


Royal Palm Miami Beach (3)

Royal Palm Note (4)


Pro Forma 33 Hotel Portfolio (5)



Number of Keys

11,722


460




494


1,190


409



13,457



Average Rooms per Hotel

378


460




494


1,190


409



408



Occupancy

69.9%


93.5%




79.6%


74.5%


53.8%



71.5%



ADR

$148.87


$323.17




$144.14


$187.26


$140.27



$159.99



RevPAR

$104.06


$302.16




$114.74


$139.51


$75.47



$114.39



Adjusted EBITDA (in thousands)

$146,000


$19,000


$1,000


$7,000


$26,000


$1,000

$5,000


$203,000



Adjusted EBITDA per key

$12,000


$41,000




$14,000


$29,000


$2,000



$16,000





































(1) The 31 Hotel Portfolio repre sents the Company's ownership results for all hotels owned by the Company at December 31, 2010. Adjusted EBITDA includes the Company's ownership results adjusted to include operating results for the Renaissance Westchester during the period the hotel was held in receivership prior to being reacquired by the Company in June 2010, and to exclude EBITDA related to hotels classified as discontinued operations at December 31, 2010.






(2) Hilton San Diego Bayfront Adjusted EBITDA reflects the Company's 75.0% ownership interest in the hotel.






(3) Royal Palm Miami Beach represents results of operations during the Company's ownership period.






(4) Royal Palm Note represents the $90.0 million mortgage secured purchase money loan issued to the buyer of th e Royal Palm Miami Beach. The loan bears interest at a floating rate of LIBOR plus 500 basis points thru December 2012, and LIBOR plus 600 basis points for 2013.






(5) Adjusted EBITDA per key for the Hilton San Diego Bayfront is c alculated based on 100% of the hotel's EBITDA.




















Non-GAAP Financial Measures

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

EBITDA represents income available (loss attributable) to common stockholders excluding: (1) preferred stock dividends; (2) interest expense (including prepayment penalties, if any); (3) provision for income taxes, including income taxes applicable to sale of assets; and (4) depreciation and amortization. In addition, we have presented Adjusted EBITDA, which excludes: (1) amortization of deferred stock compensation; (2) the impact of any gain or loss from asset sales; (3) impairment charges; and (4) other adjustments we have identified in this release. We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because these measures help investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest expense and preferred stock dividends) and our asset base (primarily depreciation and amortization) from our operating results. We also use EBITDA and Adjusted EBITDA as measures in determining the value of hotel acquisitions and dispositions. Reconciliations of income available (loss attributable) to common stockholders to EBITDA and Adjusted EBITDA are set forth on pages 9 through 13. Reconciliations and the components of comparable and pro forma comparable portfolio hotel EBITDA and comparable and pro forma comparable portfolio hotel EBITDA margin are set forth on page 14. We believe comparable and pro forma comparable portfolio hotel EBITDA and comparable and pro forma comparable portfolio hotel EBITDA margin are also useful to investors in evaluating our property-level operating performance.

We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group. The Board of Governors of NAREIT in its March 1995 White Paper (as clarified in November 1999 and April 2002) defines FFO to mean income available (loss attributable) to common stockholders (computed in accordance with GAAP), excluding gains and losses from sales of property, plus real estate-related depreciation and amortization (excluding amortization of deferred financing costs), and after adjustment for unconsolidated partnerships and joint ventures. We also present Adjusted FFO, which excludes prepayment penalties, written-off deferred financing costs, impairment losses and other adjustments we have identified in this release. We believe that the presentation of FFO and Adjusted FFO provide useful information to investors regarding our operating performance because they are measures of our operations without regard to specified non-cash items such as real estate depreciation and amortization, gain or loss on sale of assets and certain other items which we believe are not indicative of the performance of our underlying hotel properties. We believe that these items are more representative of our asset base and our acquisition and disposition activities than our ongoing operations. We also use FFO as one measure in determining our results after taking into account the impact of our capital structure. Reconciliations of income available (loss attributable) to common stockholders to FFO and Adjusted FFO are set forth on pages 9 through 13.

The revenue and expense items associated with our two commercial laundry facilities, BuyEfficient and other miscellaneous non-hotel items have been shown below the hotel EBITDA line in presenting comparable and pro forma comparable portfolio hotel EBITDA margins. Management believes the calculation of comparable and pro forma comparable portfolio hotel EBITDA results in a more accurate presentation of hotel EBITDA margins of the Company's 32 hotel comparable portfolio and 33 hotel pro forma comparable portfolio. See page 14 for reconciliations of comparable and pro forma comparable portfolio hotel EBITDA to the comparable GAAP measure. Our 32 hotel comparable portfolio includes all hotels owned by the Company as of March 31, 2011, excluding the Royal Palm Miami Beach, which has been classified as Held for Sale as of March 31, 2011 and included in discontinued operations for the three months ended March 31, 2011. The Royal Palm Miami Beach was sold in April 2011. The 32 hotel comparable portfolio also includes operating results for the Doubletree Guest Suites Times Square, acquired by the Company in January 2011, the JW Marriott New Orleans, acquired by the Company in February 2011, and the Renaissance Westchester during 2010 while the hotel was held in receivership prior to the Company's reacquisition of the hotel in June 2010. Our 33 hotel pro forma comparable portfolio includes the Hilton San Diego Bayfront acquired by the Company in April 2011 for all periods presented.

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

For Additional Information:

Bryan Giglia
Senior Vice President – Corporate Finance
Sunstone Hotel Investors, Inc.
(949) 382-3036

Sunstone Hotel Investors, Inc.


Consolidated Balance Sheets


(In thousands, except share data)













March 31,


December 31,




2011


2010




(unaudited)




Assets





Current assets:






Cash and cash equivalents

$ 153,214


$ 275,881



Restricted cash

61,370


55,972



Accounts receivable, net

29,784


18,173



Due from affiliates

17


44



Inventories

2,674


2,568



Prepaid expenses

10,006


8,004



Investment in hotel property of discontinued operations, net

115,909


116,104



Other current assets of discontinued operations, net

3,426


2,635


Total current assets

376,400


479,381








Investment in hotel properties, net

2,361,863


1,918,119


Other real estate, net

12,109


12,012


Investments in unconsolidated joint ventures

-


246


Deferred financing fees, net

8,628


8,907


Interest rate derivative agreements

348


-


Goodwill

13,088


4,673


Other assets, net

37,723


12,768








Total assets

$ 2,810,159


$ 2,436,106








Liabilities and Equity





Current liabilities:






Accounts payable and accrued expenses

$ 29,841


$ 21,187



Accrued payroll and employee benefits

13,713


12,674



Due to Third-Party Managers

7,855


7,852



Dividends payable

5,137


5,137



Other current liabilities

24,187


17,212



Current portion of notes payable

288,699


16,486



Other current liabilities of discontinued operations, net

21,338


20,700


Total current liabilities

390,770


101,248








Notes payable, less current portion

1,163,654


1,126,817


Other liabilities

9,517


8,742


Total liabilities

1,563,941


1,236,807








Commitments and contingencies

-


-








Preferred stock, Series C Cumulative Convertible Redeemable Preferred






Stock, $0.01 par value, 4,102,564 shares authorized, issued and






outstanding at March 31, 2011 and December 31, 2010, liquidation






preference of $24.375 per share

100,000


100,000








Equity:






Stockholders' equity:






Preferred stock, $0.01 par value, 100,000,000 shares authorized.






8.0% Series A Cumulative Redeemable Preferred Stock,






7,050,000 shares issued and outstanding at March 31, 2011 and






December 31, 2010, stated at liquidation preference of $25.00 per share

176,250


176,250



Common stock, $0.01 par value, 500,000,000 shares authorized,






117,166,822 shares issued and outstanding at March 31, 2011 and






116,950,504 shares issued and outstanding at December 31, 2010

1,172


1,170



Additional paid in capital

1,314,099


1,313,498



Retained earnings

80,928


29,593



Cumulative dividends

(423,212)


(418,075)



Accumulated other comprehensive loss

(3,137)


(3,137)


Total stockholders' equity

1,146,100


1,099,299


Non-controlling interest

118


-


Total equity

1,146,218


1,099,299








Total liabilities and equity

$ 2,810,159


$ 2,436,106









Sunstone Hotel Investors, Inc.


Unaudited Consolidated Statements of Operations


(In thousands, except per share data)













Three Months Ended March 31,



2011


2010







Revenues





Room

$ 107,833


$ 90,378


Food and beverage

40,403


38,208


Other operating

14,339


12,313


Total revenues

162,575


140,899


Operating expenses





Room

29,445


24,207


Food and beverage

30,614


27,688


Other operating

6,834


6,738


Advertising and promotion

8,828


7,407


Repairs and maintenance

7,415


6,463


Utilities

6,968


5,829


Franchise costs

5,250


4,515


Property tax, ground lease and insurance

14,135


10,307


Property general and administrative

20,496


17,145


Corporate overhead

7,664


4,580


Depreciation and amortization

26,482


23,558


Total operating expenses

164,131


138,437


Operating income (loss)

(1,556)


2,462


Equity in net earnings of unconsolidated joint ventures

21


112


Interest and other income

72


171


Interest expense

(17,944)


(20,041)


Gain on remeasurement of equity interests

69,230


-


Income (loss) from continuing operations

49,823


(17,296)


Income (loss) from discontinued operations

1,512


(3,795)


Net income (loss)

51,335


(21,091)


Distributions to non-controlling interest

(7)


-


Preferred stock dividends and accretion

(5,137)


(5,187)


Undistributed income allocated to unvested restricted stock compensation

(302)


-


Undistributed income allocated to Series C preferred stock

(209)


-


Income available (loss attributable) to common stockholders

$ 45,680


$ (26,278)







Basic per share amounts:





Income (loss) from continuing operations available (attributable) to common stockholders

$ 0.38


$ (0.23)


Income (loss) from discontinued operations

0.01


(0.04)


Basic income available (loss attributable) to common stockholders per common share

$ 0.39


$ (0.27)







Diluted per share amounts:





Income (loss) from continuing operations available (attributable) to common stockholders

$ 0.38


$ (0.23)


Income (loss) from discontinued operations

0.01


(0.04)


Diluted income available (loss attributable) to common stockholders per common share

$ 0.39


$ (0.27)







Weighted average common shares outstanding:





Basic

117,074


97,047


Diluted

117,211


97,047







Dividends declared per common share

$ -


$ -








Sunstone Hotel Investors, Inc.


Reconciliation of Income Available (Loss Attributable) to Common Stockholders to Non-GAAP Financial Measures


(Unaudited and in thousands, except per share amounts)








Reconciliation of Income Available (Loss Attributable) to Common Stockholders to EBITDA and Adjusted EBITDA











Three Months Ended



March 31,



2011

2010






Income available (loss attributable) to common stockholders

$ 45,680

$ (26,278)


Distributions to non-controlling interest

7

-


Series A and C preferred stock dividends

5,137

5,187


Undistributed income allocated to unvested restricted stock compensation

302

-


Undistributed income allocated to Series C preferred stock

209

-


Operations held for investment:




Depreciation and amortization

26,482

23,558


Amortization of lease intangibles

937

-


Interest expense

17,023

16,938


Interest expense - default rate

-

764


Amortization of deferred financing fees

616

493


Write-off of deferred financing fees

-

1,462


Loan penalties and fees

-

138


Non-cash interest related to discount on Senior Notes

261

246


Non-cash interest related to loss on derivatives, net

44

-


Unconsolidated joint ventures:




Depreciation and amortization

3

14


Discontinued operations:




Depreciation and amortization

1,433

1,817


Interest expense

-

2,934


Interest expense - default rate

-

2,276


Amortization of deferred financing fees

-

134


Loan penalties and fees

-

342


EBITDA

98,134

30,025






Operations held for investment:




Amortization of deferred stock compensation

544

962


Gain on remeasurement of equity interests

(69,230)

-


Closing costs - completed acquisitions

2,739

-


Unconsolidated joint ventures:




Amortization of deferred stock compensation

2

10



(65,945)

972






Adjusted EBITDA

$ 32,189

$ 30,997











Reconciliation of Income Available (Loss Attributable) to Common Stockholders to FFO and Adjusted FFO










Income available (loss attributable) to common stockholders

$ 45,680

$ (26,278)


Distributions to non-controlling interest

7

-


Undistributed income allocated to unvested restricted stock compensation

302

-


Undistributed income allocated to Series C preferred stock

209

-


Operations held for investment:




Real estate depreciation and amortization

26,205

23,420


Amortization of lease intangibles

937

-


Discontinued operations:




Real estate depreciation and amortization

1,433

1,817


FFO available to common stockholders

74,773

(1,041)






Operations held for investment:




Interest expense - default rate

-

764


Write-off of deferred financing fees

-

1,462


Loan penalties and fees

-

138


Gain on remeasurement of equity interests

(69,230)

-


Closing costs - completed acquisitions

2,739

-


Discontinued operations:




Interest expense - default rate

-

2,276


Loan penalties and fees

-

342



(66,491)

4,982






Adjusted FFO available to common stockholders

$ 8,282

$ 3,941






FFO available to common stockholders per diluted share

$ 0.64

$ (0.01)






Adjusted FFO available to common stockholders per diluted share

$ 0.07

$ 0.04






Basic weighted average shares outstanding

117,074

97,047


Shares associated with unvested restricted stock awards

137

328


Diluted weighted average shares outstanding (1)

117,211

97,375







(1) Diluted weighted average shares outstanding includes the Series C convertible preferred stock on a "non-converted" basis. On an "as-converted" basis, FFO available to common stockholders per diluted share is $0.63 and $0.01, respectively, for the three months ended March 31, 2011 and 2010. On an "as-converted" basis, Adjusted FFO available to common stockholders per diluted share is $0.08 and $0.05, respectively, for the three months ended March 31, 2011 and 2010.





Sunstone Hotel Investors, Inc.


Pro Forma Reconciliation of Income Available to Common Stockholders to Non-GAAP Financial Measures


(Unaudited and in thousands, except per share amounts)
























Pro Forma Reconciliation of Income Available to Common Stockholders to EBITDA and Adjusted EBITDA

























Three Months Ended March 31, 2011




Acquisition:

Acquisition:

Acquisition:

Acquisition:

Disposition:

Loan Origination:

Equity Offering:





Doubletree Guest

BuyEfficient,

JW Marriott

Hilton San

Royal Palm

Royal Palm

Preferred Stock




Actual (1)

Suites Times Square (2)

LLC (3)

New Orleans (4)

Diego Bayfront (5)

Miami Beach (6)

Note Receivable (7)

Series D (8)

Pro Forma (9)













Income available to common stockholders

$ 45,680

$ (454)

$ (7)

$ 175

$ 2,512

$ (1,512)

$ 1,350

$ (2,300)

$ 45,444


Distributions to non-controlling interest

7

1

-

-

-

-

-

-

8


Net income attributable to non-controlling interests

-

-

-

-

837

-

-

-

837


Preferred stock dividends

5,137

-

-

-

-

-

-

2,300

7,437


Undistributed income allocated to unvested restricted stock compensation

302

-

-

-

-

-

-

-

302


Undistributed income allocated to Series C preferred stock

209

-

-

-

-

-

-

-

209


Operations held for investment:











Depreciation and amortization

26,482

261

37

262

4,868

-

-

-

31,910


Amortization of lease intangibles

937

140

-

-

-

-

-

-

1,077


Interest expense

17,023

138

-

287

2,046

-

-

-

19,494


Amortization of deferred financing fees

616

-

-

-

225

-

-

-

841


Non-cash interest related to discount on Senior Notes

261

-

-

-

-

-

-

-

261


Non-cash interest related to loss on derivatives, net

44

-

-

-

-

-

-

-

44


Non-controlling interests:











Net income attributable to non-controlling interests

-

-

-

-

(837)

-

-

-

(837)


Depreciation and amortization

-

-

-

-

(1,217)

-

-

-

(1,217)


Interest expense

-

-

-

-

(512)

-

-

-

(512)


Amortization of deferred financing fees

-

-

-

-

(56)

-

-

-

(56)


Unconsolidated joint ventures:











Depreciation and amortization

3

-

(3)

-

-

-

-

-

-


Discontinued operations:











Depreciation and amortization

1,433

-

-

-

-

(1,433)

-

-

-


EBITDA

98,134

86

27

724

7,866

(2,945)

1,350

-

105,242













Operations held for investment:











Amortization of deferred stock compensation

544

-

2

-

-

-

-

-

546


Gain on remeasurement of equity interests

(69,230)

-

-

-

-

-

-

-

(69,230)


Closing costs - completed acquisitions

2,739

-

-

-

-

-

-

-

2,739


Unconsolidated joint ventures:











Amortization of deferred stock compensation

2

-

(2)

-

-

-

-

-

-



(65,945)

-

-

-

-

-

-

-

(65,945)













Adjusted EBITDA

$ 32,189

$ 86

$ 27

$ 724

$ 7,866

$ (2,945)

$ 1,350

$ -

$ 39,297






Pro Forma Reconciliation of Income Available to Common Stockholders to FFO and Adjusted FFO
























Income available to common stockholders

$ 45,680

$ (454)

$ (7)

$ 175

$ 2,512

$ (1,512)

$ 1,350

$ (2,300)

$ 45,444


Distributions to non-controlling interest

7

1

-

-

-

-

-

-

8


Net income attributable to non-controlling interests

-

-

-

-

837

-

-

-

837


Undistributed income allocated to unvested restricted stock compensation

302

-

-

-

-

-

-

-

302


Undistributed income allocated to Series C preferred stock

209

-

-

-

-

-

-

-

209


Operations held for investment:











Real estate depreciation and amortization

26,205

261

-

262

4,868

-

-

-

31,596


Amortization of lease intangibles

937

140

-

-

-

-

-

-

1,077


Non-controlling interests:











Net income attributable to non-controlling interests

-

-

-

-

(837)

-

-

-

(837)


Real estate depreciation and amortization

-

-

-

-

(1,217)

-

-

-

(1,217)


Discontinued operations:











Real estate depreciation and amortization

1,433

-

-

-

-

(1,433)

-

-

-


FFO available to common stockholders

74,773

(52)

(7)

437

6,163

(2,945)

1,350

(2,300)

77,419













Operations held for investment:











Gain on remeasurement of equity interests

(69,230)

-

-

-

-

-

-

-

(69,230)


Closing costs - completed acquisitions

2,739

-

-

-

-

-

-

-

2,739



(66,491)

-

-

-

-

-

-

-

(66,491)













Adjusted FFO available to common stockholders

$ 8,282

$ (52)

$ (7)

$ 437

$ 6,163

$ (2,945)

$ 1,350

$ (2,300)

$ 10,928













FFO available to common stockholders per diluted share

$ 0.64








$ 0.66













Adjusted FFO available to common stockholders per diluted share

$ 0.07








$ 0.09













Basic weighted average shares outstanding

117,074








117,074


Shares associated with unvested restricted stock awards

137








137


Diluted weighted average shares outstanding (10)

117,211








117,211














(1) Actual represents the Company's ownership results for the 33 hotels owned by the Company as of March 31, 2011.


(2) Acquisition: Doubletree Guest Suites Times Square represents prior ownership results for the joint venture which was acquired by the Company on January 14, 2011, adjusted for the Company's pro forma interest and depreciation expense.


(3) Acquisition: BuyEfficient, LLC represents prior ownership results for the joint venture which was acquired by the Company on January 21, 2011, adjusted for the Company's pro forma depreciation expense.


(4) Acquisition: JW Marriott New Orleans represents prior ownership results for the hotel which was acquired by the Company on February 15, 2011, adjusted for the Company's pro forma interest and depreciation expense.


(5) Acquisition: Hilton San Diego Bayfront represents prior ownership results for the hotel which was acquired by the Company on April 15, 2011, adjusted for the Company's pro forma interest and depreciation expense, along with its 25% non-controlling interest.


(6) Disposition: Royal Palm Miami Beach represents the Company's ownership results for the hotel which was sold by the Company on April 8, 2011.


(7) Loan Origination: Royal Palm Note Receivable represents the $90.0 million mortgage secured purchase money loan issued to the buyer of the Royal Palm Miami Beach hotel when the hotel was sold in April 2011.


The loan bears interest at a floating rate of LIBOR plus 500 basis points through December 2012, and LIBOR plus 600 basis points for 2013.


(8) Equity Offering: Preferred Stock Series D represents the dividends earned on the 4,600,000 8.0% cumulative redeemable preferred shares sold by the Company on April 6, 2011.


(9) Pro Forma represents the Company's ownership results and prior ownership results for the 32 hotels held for investment as of March 31, 2011, plus BuyEfficient, along with the Hilton San Diego Bayfront acquired by the Company in April 2011.


It also includes the effects of the loan origination to the buyer of the Royal Palm Miami Beach and the equity offering completed in April 2011.


(10) Diluted weighted average shares outstanding includes the Series C convertible preferred stock on a "non-converted" basis.





Sunstone Hotel Investors, Inc.


Pro Forma Reconciliation of Loss Attributable to Common Stockholders to Non-GAAP Financial Measures


(Unaudited and in thousands except per share amounts)






Pro Forma Reconciliation of Loss Attributable to Common Stockholders to EBITDA and Adjusted EBITDA





























Three Months Ended March 31, 2010







Acquisition:

Acquisition:

Acquisition:

Acquisition:

Loan Origination:

Equity Offering:





Held for

Reacquired

Discontinued

Doubletree
Guest Suites

BuyEfficient,

JW Marriott

Hilton San

Royal Palm

Preferred Stock




Actual (1)

Investment (2)

Hotel (3)

Operations (4)

Times Square (5)

LLC (6)

New Orleans (7)

Diego Bayfront (8)

Note Receivable (9)

Series D (10)

Pro Forma (11)















Loss attributable to common stockholders

$ (26,278)

$ 1,802

$ 149

$ 3,795

$ (2,883)

$ (23)

$ 1,221

$ 1,343

$ 1,350

$ (2,300)

$ (21,824)


Distributions to non-controlling interest

-

-

-

-

8

-

-

-

-

-

8


Net income attributable to non-controlling interests

-

-

-

-

-

-

-

447

-

-

447


Preferred stock dividends

5,187

-

-

-

-

-

-

-

-

2,300

7,487


Operations held for investment:













Depreciation and amortization

23,558

-

306

-

1,869

178

525

4,868

-

-

31,304


Amortization of lease intangibles

-

-

-

-

1,007

-

-

-

-

-

1,007


Interest expense

16,938

(910)

-

-

933

-

577

2,108

-

-

19,646


Interest expense - default rate

764

(764)

-

-

-

-

-

-

-

-

-


Amortization of deferred financing fees

493

(29)

-

-

-

-

-

225

-

-

689


Write-off of deferred financing fees

1,462

-

-

-

-

-

-

-

-

-

1,462


Loan penalties and fees

138

(99)

-

-

-

-

-

-

-

-

39


Non-cash interest related to discount on Senior Notes

246

-

-

-

-

-

-

-

-

-

246


Non-controlling interests:













Net income attributable to non-controlling interests

-

-

-

-

-

-

-

(447)

-

-

(447)


Depreciation and amortization

-

-

-

-

-

-

-

(1,217)

-

-

(1,217)


Interest expense

-

-

-

-

-

-

-

(527)

-

-

(527)


Amortization of deferred financing fees

-

-

-

-

-

-

-

(56)

-

-

(56)


Unconsolidated joint ventures:













Depreciation and amortization

14

-

-

-

-

(14)

-

-

-

-

-


Discontinued operations:













Depreciation and amortization

1,817

-

-

(1,817)

-

-

-

-

-

-

-


Interest expense

2,934

-

-

(2,934)

-

-

-

-

-

-

-


Interest expense - default rate

2,276

-

-

(2,276)

-

-

-

-

-

-

-


Amortization of deferred financing fees

134

-

-

(134)

-

-

-

-

-

-

-


Loan penalties and fees

342

-

-

(342)

-

-

-

-

-

-

-


EBITDA

30,025

-

455

(3,708)

934

141

2,323

6,743

1,350

-

38,263















Operations held for investment:













Amortization of deferred stock compensation

962

-

-

-

-

10

-

-

-

-

972


Unconsolidated joint ventures:













Amortization of deferred stock compensation

10

-

-

-

-

(10)

-

-

-

-

-



972

-

-

-

-

-

-

-

-

-

972















Adjusted EBITDA

$ 30,997

$ -

$ 455

$ (3,708)

$ 934

$ 141

$ 2,323

$ 6,743

$ 1,350

$ -

$ 39,235




























Pro Forma Reconciliation of Loss Attributable to Common Stockholders to FFO and Adjusted FFO




























Loss attributable to common stockholders

$ (26,278)

$ 1,802

$ 149

$ 3,795

$ (2,883)

$ (23)

$ 1,221

$ 1,343

$ 1,350

$ (2,300)

$ (21,824)


Distributions to non-controlling interest

-

-

-

-

8

-

-

-

-

-

8


Net income attributable to non-controlling interests

-

-

-

-

-

-

-

447

-

-

447


Operations held for investment:













Real estate depreciation and amortization

23,420

-

306

-

1,869

-

525

4,868

-

-

30,988


Amortization of lease intangibles

-

-

-

-

1,007

-

-

-

-

-

1,007


Non-controlling interests:













Net income attributable to non-controlling interests

-

-

-

-

-

-

-

(447)

-

-

(447)


Real estate depreciation and amortization

-

-

-

-

-

-

-

(1,217)

-

-

(1,217)


Discontinued operations:













Real estate depreciation and amortization

1,817

-

-

(1,817)

-

-

-

-

-

-

-


FFO available to common stockholders

(1,041)

1,802

455

1,978

1

(23)

1,746

4,994

1,350

(2,300)

8,962















Operations held for investment:













Interest expense - default rate

764

(764)

-

-

-

-

-

-

-

-

-


Write-off of deferred financing fees

1,462

-

-

-

-

-

-

-

-

-

1,462


Loan penalties and fees

138

(99)

-

-

-

-

-

-

-

-

39


Discontinued operations:













Interest expense - default rate

2,276

-

-

(2,276)

-

-

-

-

-

-

-


Loan penalties and fees

342

-

-

(342)

-

-

-

-

-

-

-



4,982

(863)

-

(2,618)

-

-

-

-

-

-

1,501















Adjusted FFO available to common stockholders

$ 3,941

$ 939

$ 455

$ (640)

$ 1

$ (23)

$ 1,746

$ 4,994

$ 1,350

$ (2,300)

$ 10,463















FFO available to common stockholders per diluted share

$ (0.01)










$ 0.09















Adjusted FFO available to common stockholders per diluted share

$ 0.04










$ 0.11















Basic weighted average shares outstanding

97,047










97,047


Shares associated with unvested restricted stock awards

328










328


Diluted weighted average shares outstanding (12)

97,375










97,375
















(1) Actual represents the Company's ownership results for the 29 hotels held for investment as of March 31, 2010, and includes the W San Diego, Marriott Ontario Airport, Renaissance Westchester and eight hotels included in the Mass Mutual portfolio, which have been reclassified as discontinued operations for the three months ended March 31, 2010.


(2) Held for Investment includes only the interest and penalties associated with the three Mass Mutual hotels released on April 15, 2010. Hotel operations for these three hotels are included in the "Actual" column.


(3) Reacquired Hotel includes only the hotel operations and excludes interest and penalties associated with the Renaissance Westchester while it was in receivership prior to being reacquired by the Company on June 14, 2010.


(4) Discontinued Operations includes the W San Diego, Marriott Ontario Airport and Mass Mutual eight hotels that have been disposed by deed in lieu or sold by the receiver during 2010. It also includes the ownership expenses of the Renaissance Westchester prior to June 14, 2010 when it was reacquired by the Company.


(5) Acquisition: Doubletree Guest Suites Times Square represents prior ownership results for the joint venture which was acquired by the Company on January 14, 2011, adjusted for the Company's pro forma interest and depreciation expense.


(6) Acquisition: BuyEfficient, LLC represents prior ownership results for the joint venture which was acquired by the Company on January 21, 2011, adjusted for the Company's pro forma depreciation expense.


(7) Acquisition: JW Marriott New Orleans represents prior ownership results for the hotel which was acquired by the Company on February 15, 2011, adjusted for the Company's pro forma interest and depreciation expense.


(8) Acquisition: Hilton San Diego Bayfront represents prior ownership results for the hotel which was acquired by the Company on April 15, 2011, adjusted for the Company's pro forma interest and depreciation expense, along with its 25% non-controlling interest.


(9) Loan Origination: Royal Palm Note Receivable represents the $90.0 million mortgage secured purchase money loan issued to the buyer of the Royal Palm Miami Beach hotel when the hotel was sold in April 2011.


The loan bears interest at a floating rate of LIBOR plus 500 basis points through December 2012, and LIBOR plus 600 basis points for 2013.


(10) Equity Offering: Preferred Stock Series D represents the dividends earned on the 4,600,000 8.0% cumulative redeemable preferred shares sold on April 6, 2011.


(11) Pro Forma represents the Company's ownership results and prior ownership results for the 29 hotels held for investment as of March 31, 2010. It also includes the Renaissance Westchester reacquired by the Company in June 2010, along with BuyEfficient, Doubletree Guest Suites Times Square, JW Marriott New Orleans and Hilton San Diego Bayfront, all acquired in 2011.


It also includes the effects of the loan origination to the buyer of the Royal Palm Miami Beach and the equity offering completed in April 2011.


(12) Diluted weighted average shares outstanding includes the Series C convertible preferred stock on a "non-converted" basis.





Sunstone Hotel Investors, Inc.


Pro Forma Reconciliation of Income Available (Loss Attributable) to Common Stockholders to Non-GAAP Financial Measures


(Unaudited and in thousands except per share amounts)






Pro Forma Reconciliation of Income Available (Loss Attributable) to Common Stockholders to EBITDA and Adjusted EBITDA





























Year Ended December 31, 2010







Acquisition:

Acquisition:

Acquisition:

Acquisition:

Loan Origination:

Equity Offering:





Held for

Reacquired

Discontinued

Doubletree
Guest Suites

BuyEfficient,

JW Marriott

Hilton San

Royal Palm

Preferred Stock




Actual (1)

Investment (2)

Hotel (3)

Operations (4)

Times Square (5)

LLC (6)

New Orleans (7)

Diego Bayfront (8)

Note Receivable (9)

Series D (10)

Pro Forma (11)















Income available (loss attributable) to common stockholders

$ 17,788

$ 2,229

$ 346

$ (68,824)

$ 4,050

$ 3

$ 2,901

$ 4,083

$ 5,400

$ (9,200)

$ (41,224)


Distributions to non-controlling interest

-

-

-

-

30

-

-

-

-

-

30


Net income attributable to non-controlling interests

-

-

-

-

-

-

-

1,361

-

-

1,361


Preferred stock dividends

20,652

-

-

-

-

-

-

-

-

9,200

29,852


Undistributed income allocated to unvested restricted stock compensation

102

-

-

-

-

-

-

-

-

-

102


Operations held for investment:













Depreciation and amortization

93,522

-

561

-

7,476

704

2,100

19,470

-

-

123,833


Amortization of lease intangibles

281

-

-

-

4,028

-

-

-

-

-

4,309


Interest expense

65,457

(1,053)

-

-

3,895

-

2,336

8,526

-

-

79,161


Interest expense - default rate

884

(884)

-

-

-

-

-

-

-

-

-


Amortization of deferred financing fees

1,597

(34)

-

-

-

-

-

900

-

-

2,463


Write-off of deferred financing fees

1,585

(123)

-

-

-

-

-

-

-

-

1,462


Loan penalties and fees

311

(135)

-

-

-

-

-

-

-

-

176


Non-cash interest related to discount on Senior Notes

996

-

-

-

-

-

-

-

-

-

996


Non-controlling interests:













Net income attributable to non-controlling interests

-

-

-

-

-

-

-

(1,361)

-

-

(1,361)


Depreciation and amortization

-

-

-

-

-

-

-

(4,868)

-

-

(4,868)


Interest expense

-

-

-

-

-

-

-

(2,132)

-

-

(2,132)


Amortization of deferred financing fees

-

-

-

-

-

-

-

(225)

-

-

(225)


Unconsolidated joint ventures:













Depreciation and amortization

52

-

-

-

-

(52)

-

-

-

-

-


Discontinued operations:













Depreciation and amortization

7,410

-

-

(7,410)

-

-

-

-

-

-

-


Interest expense

8,639

-

-

(8,639)

-

-

-

-

-

-

-


Interest expense - default rate

7,071



(7,071)

-

-

-

-

-

-

-


Amortization of deferred financing fees

441

-

-

(441)

-

-

-

-

-

-

-


Loan penalties and fees

1,021

-

-

(1,021)

-

-

-

-

-

-

-


EBITDA

227,809

-

907

(93,406)

19,479

655

7,337

25,754

5,400

-

193,935















Operations held for investment:













Amortization of deferred stock compensation

3,942

-

-

-

-

32

-

-

-

-

3,974


Loss on sale of assets

382

-

-

-

-

-

-

-

-

-

382


Impairment loss

1,943

-

-

-

-

-

-

-

-

-

1,943


Due diligence costs - abandoned project

959

-

-

-

-

-

-

-

-

-

959


Costs associated with CE0 severance

2,242

-

-

-

-

-

-

-

-

-

2,242


Unconsolidated joint ventures:













Amortization of deferred stock compensation

32

-

-

-

-

(32)

-

-

-

-

-


Discontinued operations:













Gain on extinguishment of debt

(86,235)

-

-

86,235

-

-

-

-

-

-

-


Closing costs - Royal Palm Miami Beach acquisition

6,796



(6,796)

-

-

-

-

-

-

-



(69,939)

-

-

79,439

-

-

-

-

-

-

9,500















Adjusted EBITDA

$ 157,870

$ -

$ 907

$ (13,967)

$ 19,479

$ 655

$ 7,337

$ 25,754

$ 5,400

$ -

$ 203,435




























Pro Forma Reconciliation of Income Available (Loss Attributable) to Common Stockholders to FFO and Adjusted FFO




























Income available (loss attributable) to common stockholders

$ 17,788

$ 2,229

$ 346

$ (68,824)

$ 4,050

$ 3

$ 2,901

$ 4,083

$ 5,400

$ (9,200)

$ (41,224)


Distributions to non-controlling interest

-

-

-

-

30

-

-

-

-

-

30


Net income attributable to non-controlling interests

-

-

-

-

-

-

-

1,361

-

-

1,361


Undistributed income allocated to unvested restricted stock compensation

102

-

-

-

-

-

-

-

-

-

102


Operations held for investment:













Real estate depreciation and amortization

92,972

-

561

-

7,476

-

2,100

19,470

-

-

122,579


Amortization of lease intangibles

281

-

-

-

4,028

-

-

-

-

-

4,309


Loss on sale of assets

382

-

-

-

-

-

-

-

-

-

382


Non-controlling interests:













Net income attributable to non-controlling interests

-

-

-

-

-

-

-

(1,361)

-

-

(1,361)


Real estate depreciation and amortization

-

-

-

-

-

-

-

(4,868)

-

-

(4,868)


Discontinued operations:













Real estate depreciation and amortization

7,410

-

-

(7,410)

-

-

-

-

-

-

-


FFO available to common stockholders

118,935

2,229

907

(76,234)

15,584

3

5,001

18,685

5,400

(9,200)

81,310















Operations held for investment:













Interest expense - default rate

884

(884)

-

-

-

-

-

-

-

-

-


Write-off of deferred financing fees

1,585

(123)

-

-

-

-

-

-

-

-

1,462


Loan penalties and fees

311

(135)

-

-

-

-

-

-

-

-

176


Impairment loss

1,943

-

-

-

-

-

-

-

-

-

1,943


Due diligence costs - abandoned project

959

-

-

-

-

-

-

-

-

-

959


Costs associated with CE0 severance

2,242

-

-

-

-

-

-

-

-

-

2,242


Amortization of deferred stock compensation associated with CE0 severance

1,074

-

-

-

-

-

-

-

-

-

1,074


Discontinued operations:













Interest expense - default rate

7,071

-

-

(7,071)

-

-

-

-

-

-

-


Loan penalties and fees

1,021

-

-

(1,021)

-

-

-

-

-

-

-


Gain on extinguishment of debt

(86,235)

-

-

86,235

-

-

-

-

-

-

-


Closing costs - Royal Palm Miami Beach acquisition

6,796

-

-

(6,796)

-

-

-

-

-

-

-



(62,349)

(1,142)

-

71,347

-

-

-

-

-

-

7,856















Adjusted FFO available to common stockholders

$ 56,586

$ 1,087

$ 907

$ (4,887)

$ 15,584

$ 3

$ 5,001

$ 18,685

$ 5,400

$ (9,200)

$ 89,166















FFO available to common stockholders per diluted share

$ 1.19










$ 0.81















Adjusted FFO available to common stockholders per diluted share

$ 0.57










$ 0.89















Basic weighted average shares outstanding

99,709










99,709


Shares associated with unvested restricted stock awards

390










390


Diluted weighted average shares outstanding (12)

100,099










100,099
















(1) Actual includes results for the 31 hotels held for investment and ten hotels disposed by deed in lieu or sold by the receiver during 2010.


(2) Held for Investment includes only the interest and penalties associated with the three Mass Mutual hotels released on April 15, 2010. Hotel operations for these three hotels are included in the "Actual" column.


(3) Reacquired Hotel includes only the hotel operations and excludes interest and penalties associated with the Renaissance Westchester while it was in receivership prior to being reacquired by the Company on June 14, 2010.


(4) Discontinued Operations includes the W San Diego, Marriott Ontario Airport and Mass Mutual eight hotels that have been disposed by deed in lieu or sold by the receiver during 2010. It also includes the ownership expenses of the


Renaissance Westchester prior to June 14, 2010 when it was reacquired by the Company and the hotel operations for the Royal Palm Miami Beach which was classified as held for sale at December 31, 2010 and sold in April 2011.


(5) Acquisition: Doubletree Guest Suites Times Square represents prior ownership results for the joint venture which was acquired by the Company on January 14, 2011, adjusted for the Company's pro forma interest and depreciation expense.


(6) Acquisition: BuyEfficient, LLC represents prior ownership results for the joint venture which was acquired by the Company on January 21, 2011, adjusted for the Company's pro forma depreciation expense.


(7) Acquisition: JW Marriott New Orleans represents prior ownership results for the hotel which was acquired by the Company on February 15, 2011, adjusted for the Company's pro forma interest and depreciation expense.


(8) Acquisition: Hilton San Diego Bayfront represents prior ownership results for the hotel which was acquired by the Company on April 15, 2011, adjusted for the Company's pro forma interest and depreciation expense, along with its 25% non-controlling interest.


(9) Loan Origination: Royal Palm Note Receivable represents the $90.0 million mortgage secured purchase money loan issued to the buyer of the Royal Palm Miami Beach hotel when the hotel was sold in April 2011.


The loan bears interest at a floating rate of LIBOR plus 500 basis points through December 2012, and LIBOR plus 600 basis points for 2013.


(10) Equity Offering: Preferred Stock Series D represents the dividends earned on the 4,600,000 8.0% cumulative redeemable preferred shares sold on April 6, 2011.


(11) Pro Forma represents the Company's ownership results and prior ownership results for the 31 hotels held for investment as of December 31, 2010, excluding Royal Palm Miami Beach sold in 2011 and including BuyEfficient, Doubletree Guest Suites Times Square, JW Marriott New Orleans and Hilton San Diego Bayfront, all acquired in 2011.


It also includes the effects of the loan origination to the buyer of the Royal Palm Miami Beach and the equity offering completed in April 2011.


(12) Diluted weighted average shares outstanding includes the Series C convertible preferred stock on a "non-converted" basis.





Sunstone Hotel Investors, Inc.


Reconciliation of Loss Attributable to Common Stockholders to Non-GAAP Financial Measures


Guidance for Full Year 2011(1)


(Unaudited and in thousands except per share amounts)






Reconciliation of Loss Attributable to Common Stockholders to Adjusted EBITDA











Year Ended



December 31, 2011



Low

High






Loss attributable to common stockholders

$ (41,800)

$ (30,400)


Preferred stock dividends

27,400

27,400


Operations held for investment:




Depreciation and amortization

130,000

130,000


Amortization of lease intangibles

4,000

4,000


Interest expense

78,500

78,500


Amortization of deferred financing fees

2,400

2,400


Non-cash interest related to discount on Senior Notes

1,000

1,000


Amortization of deferred stock compensation

2,500

2,500


Adjusted EBITDA

$ 204,000

$ 215,400










Reconciliation of Loss Attributable to Common Stockholders to Adjusted FFO










Loss attributable to common stockholders

$ (41,800)

$ (30,400)


Operations held for investment:




Real estate depreciation and amortization

129,400

129,400


Amortization of lease intangibles

4,000

4,000


Adjusted FFO available to common stockholders

$ 91,600

$ 103,000










Adjusted FFO available to common stockholders per diluted share

$ 0.78

$ 0.88






Diluted weighted average shares outstanding

117,500

117,500










(1) Guidance for the full year 2011 includes the Company's 33 hotel portfolio held for investment.







Sunstone Hotel Investors, Inc.


Comparable Portfolio and Pro Forma Comparable Portfolio Hotel EBITDA Margins


(Unaudited and in thousands except hotels and rooms)







Three Months Ended March 31, 2011


Three Months Ended March 31, 2010



Actual (1)


Acquired Hotels (2)


Comparable (3)


Hotel Acquired Subsequent to March 31, 2011 (4)


Pro Forma Comparable (5)


Actual (6)


Reacquired Hotel (7)


Acquired Hotels (2)


Comparable (8)


Hotel Acquired Subsequent to March 31, 2011 (4)


Pro Forma Comparable (9)


Number of Hotels

32




32


1


33


29


1


2


32


1


33


Number of Rooms

12,267




12,267


1,190


13,457


10,966


347


954


12,267


1,190


13,457

























Hotel EBITDA Margin (10)

20.7%


16.7%


20.6%


35.1%


22.8%


21.7%


10.8%


18.8%


21.1%


36.8%


23.2%


Hotel EBITDA Margin adjusted for prior year property tax assessment (11)

20.9%




20.8%




23.0%


21.7%






21.1%




23.2%


Hotel EBITDA Margin adjusted for hotels undergoing renovation (12)

22.1%




21.9%




24.3%


22.4%






21.6%




23.9%

























Hotel Revenues























Room revenue

$ 107,833


$ 3,771


$ 111,604


$ 17,868


$ 129,472


$ 90,378


$ 2,449


$ 13,272


$ 106,099


$ 14,205


$ 120,304


Food and beverage revenue

40,403


738


41,141


9,744


50,885


38,208


1,637


2,476


42,321


8,228


50,549


Other operating revenue

9,209


328


9,537


2,264


11,801


8,361


127


1,577


10,065


1,989


12,054


Total Hotel Revenues

157,445


4,837


162,282


29,876


192,158


136,947


4,213


17,325


158,485


24,422


182,907

























Hotel Expenses























Room expense

29,679


979


30,658


4,366


35,024


24,718


705


3,833


29,256


2,631


31,887


Food and beverage expense

30,664


842


31,506


5,874


37,380


27,707


1,197


2,209


31,113


4,600


35,713


Other hotel expense

45,240


1,590


46,830


6,495


53,325


38,075


1,252


6,021


45,348


6,000


51,348


General and administrative expense

19,258


616


19,874


2,653


22,527


16,727


604


2,005


19,336


2,200


21,536


Total Hotel Expenses

124,841


4,027


128,868


19,388


148,256


107,227


3,758


14,068


125,053


15,431


140,484

























Hotel EBITDA

32,604


810


33,414


10,488


43,902


29,720


455


3,257


33,432


8,991


42,423


Prior year property tax assessment

315


-


315


-


315


-


-


-


-


-


-


Hotel EBITDA adjusted for prior year property tax assessment

32,919


810


33,729


10,488


44,217


29,720


455


3,257


33,432


8,991


42,423

























Total Hotel Revenues of hotels undergoing renovation

(24,325)


-


(24,325)


-


(24,325)


(25,683)


-


-


(25,683)


-


(25,683)


Total Hotel Expenses of hotels undergoing renovation

20,862


-


20,862


-


20,862


20,875


-


-


20,875


-


20,875


EBITDA of hotels undergoing renovation

(3,463)


-


(3,463)


-


(3,463)


(4,808)


-


-


(4,808)


-


(4,808)


Hotel EBITDA adjusted for hotels undergoing renovation

29,456


810


30,266


10,488


40,754


24,912


455


3,257


28,624


8,991


37,615

























Non-hotel operating income

1,005


-


1,005


-


1,005


880


-


-


880


-


880


Amortization of lease intangibles

(937)


-


(937)


-


(937)


-


-


-


-


-


-


Management company transition costs

(82)


-


(82)


-


(82)


-


-


-


-


-


-


Prior year property tax assessment

(315)


-


(315)


-


(315)


-


-


-


-


-


-


EBITDA of hotels undergoing renovation

3,463


-


3,463


-


3,463


4,808


-


-


4,808


-


4,808


Corporate overhead

(7,664)


-


(7,664)


-


(7,664)


(4,580)


-


-


(4,580)


-


(4,580)


Depreciation and amortization

(26,482)


-


(26,482)


-


(26,482)


(23,558)


-


-


(23,558)


-


(23,558)


Operating Income (Loss)

(1,556)


810


(746)


10,488


9,742


2,462


455


3,257


6,174


8,991


15,165

























Equity in net earnings of unconsolidated joint ventures

21


-


21


-


21


112


-


-


112


-


112


Interest and other income

72


-


72


-


72


171


-


-


171


-


171


Interest expense

(17,944)


-


(17,944)


-


(17,944)


(20,041)


-


-


(20,041)


-


(20,041)


Gain on remeasurement of equity interests

69,230


-


69,230


-


69,230


-


-


-


-


-


-


Income (loss) from discontinued operations

1,512


-


1,512


-


1,512


(3,795)


-


-


(3,795)


-


(3,795)


Net Income (Loss)

$ 51,335


$ 810


$ 52,145


$ 10,488


$ 62,633


$ (21,091)


$ 455


$ 3,257


$ (17,379)


$ 8,991


$ (8,388)


























(1) Actual represents the Company's ownership results for the 32 hotels owned by the Company as of the end of the period, excluding the Royal Palm Miami Beach which has been classified as Held for Sale as of March 31, 2011 and included in discontinued operations for the three months ended March 31, 2011 due to its sale in April 2011.


(2) Acquired Hotels represents prior ownership results for the Doubletree Guest Suites Times Square, acquired by the Company on January 14, 2011, and the JW Marriott New Orleans, acquired by the Company on February 15, 2011.


(3) Comparable represents the Company's ownership results and prior ownership results for the 32 "comparable" hotels owned by the Company as of March 31, 2011.


(4) Hotel Acquired Subsequent to March 31, 2011 represents prior ownership results for the Hilton San Diego Bayfront acquired by the Company in April 2011.


(5) Pro Forma Comparable represents the Company's ownership results and prior ownership results for the 32 comparable hotels owned by the Company as of March 31, 2011, plus the Hilton San Diego Bayfront acquired by the Company in April 2011.


(6) Actual represents the Company's ownership results for the 29 hotels held for investment as of March 31, 2010. Excludes the W San Diego, Marriott Ontario Airport, Renaissance Westchester and eight hotels included in the Mass Mutual portfolio, which have been reclassified as discontinued operations for the three months ended March 31, 2010.


(7) Reacquired Hotel represents operating results for the Renaissance Westchester while it was held in receivership prior to the Company's reacquisition of the hotel on June 14, 2010.


(8) Comparable represents the Company's ownership results for the 29 hotels held for investment as of the end of the period, plus the Renaissance Westchester reacquired by the Company on June 14, 2010, the Doubletree Guest Suites Times Square acquired by the Company on January 14, 2011, and the JW Marriott New Orleans acquired by the Company on February 15, 2011. Excludes the


W San Diego, Marriott Ontario Airport and eight hotels included in the Mass Mutual portfolio, which have been reclassified as discontinued operations for the three months ended March 31, 2010.


(9) Pro Forma Comparable represents the Company's ownership results for the 29 hotels held for investment as of the end of the period, plus the Renaissance Westchester reacquired by the Company on June 14, 2010, the Doubletree Guest Suites Times Square acquired by the Company on January 14, 2011, the JW Marriott New Orleans acquired by the Company on February 15, 2011 and the


Hilton San Diego Bayfront acquired by the Company in April 2011.


(10) Hotel EBITDA Margin is calculated as Hotel EBITDA divided by total hotel revenues.


(11) Hotel EBITDA Margin for the three months ended March 31, 2011 includes additional expense of $0.3 million due to a prior year property tax assessment. Without this expense, Comparable Hotel EBITDA Margin for the three months ended March 31, 2011 would have been 20.8%, or 30 basis points lower than the three months ended March 31, 2010, and Pro Forma Comparable Hotel EBITDA


Margin for the three months ended March 31, 2011 would have been 23.0%, or 20 basis points lower than the three months ended March 31, 2010.


(12) Hotel EBITDA Margins for the three months ended March 31, 2011 and 2010 are impacted by nine hotels which are currently under renovation. Without the impact of this renovation displacement, Comparable Hotel EBITDA Margin would have been 21.9% and 21.6%, respectively, for the three months ended March 31, 2011 and 2010, and Pro Forma Comparable Hotel EBITDA Margin


would have been 24.3% and 23.9%, respectively, for the three months ended March 31, 2011 and 2010.





Sunstone Hotel Investors, Inc.


Total Comparable Portfolio and Pro Forma Comparable Portfolio Operating Statistics by Region


(Unaudited)




























































Percent








Three Months Ended March 31, 2011


Three Months Ended March 31, 2010


Change in




Number


Number


Occupancy


Average


Comparable


Occupancy


Average


Comparable


Comparable


Region


of Hotels


of Rooms


Percentages


Daily Rate


RevPAR


Percentages


Daily Rate


RevPAR


RevPAR


California (1)


9


2,983


74.0%


$ 130.12


$ 96.29


74.0%


$ 122.99


$ 91.01


5.8%


Other West (2)


5


1,575


70.1%


$ 118.98


$ 83.40


67.8%


$ 121.47


$ 82.36


1.3%


Midwest (3)


7


2,177


58.6%


$ 123.56


$ 72.41


59.6%


$ 116.71


$ 69.56


4.1%


East (4)


11


5,532


68.9%


$ 186.83


$ 128.73


68.5%


$ 177.45


$ 121.55


5.9%






















Total Comparable Portfolio


32


12,267


68.5%


$ 152.74


$ 104.63


68.1%


$ 145.91


$ 99.36


5.3%








































Percent








Three Months Ended March 31, 2011


Three Months Ended March 31, 2010


Change in




Number


Number


Occupancy


Average


Comparable


Occupancy


Average


Comparable


Comparable


Region


of Hotels


of Rooms


Percentages


Daily Rate


RevPAR


Percentages


Daily Rate


RevPAR


RevPAR


California (1) (5)


10


4,173


75.8%


$ 154.13


$ 116.83


72.9%


$ 141.39


$ 103.07


13.4%


Other West (2)


5


1,575


70.1%


$ 118.98


$ 83.40


67.8%


$ 121.47


$ 82.36


1.3%


Midwest (3)


7


2,177


58.6%


$ 123.56


$ 72.41


59.6%


$ 116.71


$ 69.56


4.1%


East (4)


11


5,532


68.9%


$ 186.83


$ 128.73


68.5%


$ 177.45


$ 121.55


5.9%






















Total Pro Forma Comparable Portfolio


33


13,457


69.5%


$ 158.58


$ 110.21


68.3%


$ 149.92


$ 102.40


7.6%






















(1) All of these hotels are located in Southern California.


(2) Includes Oregon, Texas and Utah.


(3) Includes Illinois, Michigan and Minnesota.


(4) Includes Florida, Maryland, Massachusetts, New York, Pennsylvania, Virginia and Washington D.C. Excludes the Royal Palm Miami Beach classified as held for sale as of March 31, 2011 due to its sale in April 2011.


(5) Includes the Hilton San Diego Bayfront acquired by the Company in April 2011.























Sunstone Hotel Investors, Inc.


Total Comparable Portfolio and Pro Forma Comparable Portfolio Operating Statistics by Brand


(Unaudited)




























































Percent








Three Months Ended March 31, 2011


Three Months Ended March 31, 2010


Change in




Number


Number


Occupancy


Average


Comparable


Occupancy


Average


Comparable