SEC Comment Letter for Sunstone Hotel Investors, Inc. (SHO, SHO-PH, SHO-PI) (CIK 0001295810) (SHO) — Jun 5, 2015
Sunstone Hotel Investors, Inc. (SHO, SHO-PH, SHO-PI) (CIK 0001295810)
Date: June 5, 2015 · CIK: 0001295810 · Accession: 0000000000-15-030092
AI Filing Summary & Sentiment
Reasoning
Letter
June 5, 2015 Via E -mail Mr. Bryan A. Giglia Chief Financial Officer Sunstone Hotel Investors, Inc. 120 Vantis, Suite 350 Aliso Viejo, CA 92656
Re: Sunstone Hotel Investors, Inc. Form 10 -K for the Fiscal Y ear Ended December 31, 2014 Filed February 19, 2015 Form 8 -K filed February 17, 2015 File No. 1 -32319
Dear Mr. Giglia :
We have reviewed your May 20, 2015 response to our comment letter and have the following comment s. In some of our comments , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Unless we note otherwis e, our references to prior comments are to c omments in our May 12, 2015 letter .
Form 10 -K for the Fiscal Year Ended December 31, 2014
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Seasonality and V olatility, page 63
1. We note your response to prior comment 2. Please tell us how you determined the amount of prior ownership results. Additionally, to the extent that you retain this disclosure in future filings, provide all of the disclosure requirement s in Item 10(e) of Regulation S -K, including identifying comparable portfolio revenues as a non -GAAP measure and describing the usefulness of the measure to the company and to investors.
Bryan A. Giglia Sunstone Hotel Investors, Inc. June 5, 2015 Page 2
Form 8 -K filed February 17, 2015
Exhibit 99.1
Comparable Hotel EBITDA and Margins, page 18
1. We note your response to prior comment 3. Please address the following as it relates to your proposed revised presentation. Tell us how you determined the amounts to include in the “Acquisition” column. Explain to us your basis for including an adjustment for pro forma depreciation in the “Acquisition” column and how you determined the amount of the adjustment as described in footnote (2). To the extent that you retain this disclosure in future filings, provide all of the disclosures required by Regulation G and Item 10(e)(1)(i) of Regulation S -K, including labeling this presentation as non -GAA P. Additionally, provide disclosure regarding the information included within and excluded from the “Acquisition ” column.
You may contact William Demarest, Accountant at 202 -551-3432 or me at 202 -551-3446 with any questions.
Sincerely,
/s/ Jaime G. John
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June 5, 2015 Via E -mail Mr. Bryan A. Giglia Chief Financial Officer Sunstone Hotel Investors, Inc. 120 Vantis, Suite 350 Aliso Viejo, CA 92656 Re: Sunstone Hotel Investors, Inc. Form 10 -K for the Fiscal Y ear Ended December 31, 2014 Filed February 19, 2015 Form 8 -K filed February 17, 2015 File No. 1 -32319 Dear Mr. Giglia : We have reviewed your May 20, 2015 response to our comment letter and have the following comment s. In some of our comments , we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwis e, our references to prior comments are to c omments in our May 12, 2015 letter . Form 10 -K for the Fiscal Year Ended December 31, 2014 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Seasonality and V olatility, page 63 1. We note your response to prior comment 2. Please tell us how you determined the amount of prior ownership results. Additionally, to the extent that you retain this disclosure in future filings, provide all of the disclosure requirement s in Item 10(e) of Regulation S -K, including identifying comparable portfolio revenues as a non -GAAP measure and describing the usefulness of the measure to the company and to investors. Bryan A. Giglia Sunstone Hotel Investors, Inc. June 5, 2015 Page 2 Form 8 -K filed February 17, 2015 Exhibit 99.1 Comparable Hotel EBITDA and Margins, page 18 1. We note your response to prior comment 3. Please address the following as it relates to your proposed revised presentation. Tell us how you determined the amounts to include in the “Acquisition” column. Explain to us your basis for including an adjustment for pro forma depreciation in the “Acquisition” column and how you determined the amount of the adjustment as described in footnote (2). To the extent that you retain this disclosure in future filings, provide all of the disclosures required by Regulation G and Item 10(e)(1)(i) of Regulation S -K, including labeling this presentation as non -GAA P. Additionally, provide disclosure regarding the information included within and excluded from the “Acquisition ” column. You may contact William Demarest, Accountant at 202 -551-3432 or me at 202 -551-3446 with any questions. Sincerely, /s/ Jaime G. John Jaime G. John Branch Chief