SEC Comment Letter for Sunstone Hotel Investors, Inc. (SHO, SHO-PH, SHO-PI) (CIK 0001295810) (SHO) — Dec 2, 2010
Sunstone Hotel Investors, Inc. (SHO, SHO-PH, SHO-PI) (CIK 0001295810)
Date: Dec. 2, 2010 · CIK: 0001295810 · Accession: 0000000000-10-072118
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32319
Letter
December 2, 2010
Mr. Kenneth E. Cruse Chief Financial Officer Sunstone Hotel Investors, Inc. 120 Vantis, Suite 350 Aliso Viejo, California 92656 Re: Sunstone Hotel Investors, Inc. Form 10-K for the year ended December 31, 2009 Filed on February 23, 2010 File No. 001-32319 Dear Mr. Kenneth E. Cruse: We have reviewed your filing and have the following comments. In our comments, we may ask you to provide us w ith information so we may better understand your disclosure. Please respond to this letter within te n business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstan ces, please tell us why in your response.
After reviewing the information you provi de in response to these comments, we may have additional comments. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 28
Non-GAAP Financial Measures, page 35 1. Refer to the table on page 36. We not e that your non-GAAP measure, EBITDA, is calculated differently than EBITDA within the Exchange Act Release No. 47226. Specifically, we note your measure ex cludes charges other than interest, tax, depreciation, and amor tization. Please advise.
Kenneth E. Cruse Sunstone Hotel Investors, Inc. December 2, 2010 Page 2 Financial Statements and Notes
Consolidated Statements of Operations, page F-4
2. We note that you have included dividends declared per common share on the face of your Consolidated Statements of Oper ations versus in the notes to your financial statements. Tell us how your di sclosure complies with the guidance in paragraph 260-10-45-5 of the FASB Accounting Standards Codification.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company and its management are in possession of all f acts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment, please provide a written statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States. You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3472 if you have any questions. Sincerely,
Yolanda Crittendon S t a f f A c c o u n t a n t
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December 2, 2010
Mr. Kenneth E. Cruse Chief Financial Officer Sunstone Hotel Investors, Inc. 120 Vantis, Suite 350 Aliso Viejo, California 92656
Re: Sunstone Hotel Investors, Inc.
Form 10-K for the year ended December 31, 2009
Filed on February 23, 2010 File No. 001-32319
Dear Mr. Kenneth E. Cruse:
We have reviewed your filing and have the following comments. In our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstan ces, please tell us why in
your response.
After reviewing the information you provi de in response to these comments, we
may have additional comments.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 28
Non-GAAP Financial Measures, page 35
1. Refer to the table on page 36. We not e that your non-GAAP measure, EBITDA,
is calculated differently than EBITDA within the Exchange Act Release No.
47226. Specifically, we note your measure ex cludes charges other than interest,
tax, depreciation, and amor tization. Please advise.
Kenneth E. Cruse
Sunstone Hotel Investors, Inc. December 2, 2010 Page 2 Financial Statements and Notes
Consolidated Statements of Operations, page F-4
2. We note that you have included dividends declared per common share on the face
of your Consolidated Statements of Oper ations versus in the notes to your
financial statements. Tell us how your di sclosure complies with the guidance in
paragraph 260-10-45-5 of the FASB Accounting Standards Codification.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3472 if
you have any questions.
Sincerely,
Yolanda Crittendon S t a f f A c c o u n t a n t