SEC Comment Letter for Sunstone Hotel Investors, Inc. (SHO, SHO-PH, SHO-PI) (CIK 0001295810) (SHO) — Jul 15, 2015
Sunstone Hotel Investors, Inc. (SHO, SHO-PH, SHO-PI) (CIK 0001295810)
Date: July 15, 2015 · CIK: 0001295810 · Accession: 0000000000-15-036937
AI Filing Summary & Sentiment
Reasoning
Letter
July 15, 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 year 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 June 15 , 2015 response to our comment letter and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment , we may have additional comments. Unless we note otherwise, our refer ences to prior comments are to c omments in our June 5 , 2015 letter .
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 2. Please address the following as it relates to your proposed revised presentation. Disclose additional details regarding the composition of the $7.4 million Acquisition net income including whether the amount includes depreciation, interest and other corporate overhead costs incurred by the previou s owner. Further, confirm whether any adjustments were made to the amounts provided by the previous owner.
Bryan A. Giglia Sunstone Hotel Inv estors, Inc. July 15, 2015 Page 2
Tell us how you determined that the each of the amounts presented in the Comparable column are meaningful. Alternatively, tell us the conside ration you gave to revising your presentation to include a single column beginning with the Actual Hotel EBITDA reconciliation as presented in your May 20, 2015 response to comment 3; followed by an adjustment for Acquisition Hotel EBITDA and adjustments f or pro forma deprecation and other pro forma items as necessary. To the extent that you include pro forma adjustments for depreciation and other pro forma items, provide additional disclosure regarding the basis for the amounts included. Provide an example of your proposed disclosure within your response.
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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July 15, 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 year 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 June 15 , 2015 response to our comment letter and have the following comment . In our comment , we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment 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 comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment , we may have additional comments. Unless we note otherwise, our refer ences to prior comments are to c omments in our June 5 , 2015 letter . 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 2. Please address the following as it relates to your proposed revised presentation. Disclose additional details regarding the composition of the $7.4 million Acquisition net income including whether the amount includes depreciation, interest and other corporate overhead costs incurred by the previou s owner. Further, confirm whether any adjustments were made to the amounts provided by the previous owner. Bryan A. Giglia Sunstone Hotel Inv estors, Inc. July 15, 2015 Page 2 Tell us how you determined that the each of the amounts presented in the Comparable column are meaningful. Alternatively, tell us the conside ration you gave to revising your presentation to include a single column beginning with the Actual Hotel EBITDA reconciliation as presented in your May 20, 2015 response to comment 3; followed by an adjustment for Acquisition Hotel EBITDA and adjustments f or pro forma deprecation and other pro forma items as necessary. To the extent that you include pro forma adjustments for depreciation and other pro forma items, provide additional disclosure regarding the basis for the amounts included. Provide an example of your proposed disclosure within your response. 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