UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code): (240 ) 744-1150
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This Current Report on Form 8-K (“Current Report”) 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 “believe,” “expect,” “intend,” “project,” “anticipate,” “position,” 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 which 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 national and local economic and business conditions, including the impact of COVID-19 on occupancy rates at our hotels and the demand for hotel products and services, and those risks and uncertainties described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed on February 22, 2022 and our Quarterly Reports on Form 10-Q filed on May 6, 2022, August 4, 2022 and November 4, 2022. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that the expectations will be attained or that any deviation will not be material. All information in this Current Report is as of the date of this Current Report, and we undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.
ITEM 2.02 Results of Operations and Financial Condition.
On January 11, 2023, DiamondRock Hospitality Company (the “Company”) issued a slide presentation and a press release intended to provide an update on Company operations, which are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K (“Current Report”) and incorporated by reference herein. The slide presentation and press release include preliminary financial information for the quarter and year ended December 31, 2022, including preliminary estimates of the Company’s revenues for the quarter and year ended December 31, 2022 and preliminary estimates of certain key indicators of the Company’s operating results for the quarter and year ended December 31, 2022, including RevPAR and ADR (collectively, the “Preliminary Information”).
The information in this Item 2.02, including the Preliminary Information, Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation by reference language in any such filing.
ITEM 7.01. Regulation FD Disclosure.
A copy of the slide presentation and press release attached to this Current Report as Exhibit 99.1 and Exhibit 99.2, respectively, are incorporated by reference herein. Additionally, the Company has posted the slide presentation in the investor relations/presentations section of its website at www.drhc.com.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this report:
Exhibit No. Description
99.1 Company Update - January 2023
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DIAMONDROCK HOSPITALITY COMPANY | ||||||||||||||||||||
| Dated: January 11, 2023 | By: | /s/ Briony R. Quinn | ||||||||||||||||||
| Briony R. Quinn | ||||||||||||||||||||
| Senior Vice President and Treasurer | ||||||||||||||||||||
COMPANY UPDATE ON OPERATIONS JANUARY 2023
FORWARD LOOKING STATEMENTS Certain statements made during this presentation are forward- looking statements that are subject to risks and uncertainties. Forward-looking statements generally include the words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “project,” “will,” “intend” or other similar expressions. Forward-looking statements include, without limitation, statements regarding industry outlook, results of operations, cash flows, business strategies, growth and value opportunities, capital and other expenditures, financing plans, expense reduction initiatives and projected dispositions. Factors that could cause actual results to materially differ from those contained in the forward-looking statements include, without limitation, national and local economic and business conditions, including the impact of COVID-19 on occupancy rates at DiamondRock Hospitality Company’s (the "Company“) hotels and the demand for hotel products and services, and those risks and uncertainties discussed in the most recent Annual Report on Form 10-K, which the Company has filed with the Securities and Exchange Commission, and in our other public filings which you should carefully review. The forward-looking statements made are based on our beliefs, assumptions and expectations of future performance, taking into account all information currently available to the Company. Actual results could differ materially from the forward-looking statements made in this presentation. The forward-looking statements made in this presentation are subject to the safe harbor of the Private Securities Litigation Reform Act of 1995. Any forward-looking statement speaks only as of the date on which it is made. 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 information in this presentation is as of the date of this presentation, 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 presentation contains statistics and other data that has been obtained or compiled from information made available by third- party service providers and believed to be reliable, but the accuracy and completeness of the information is not assured. The Company has not independently verified any such information. 2
KEY HIGHLIGHTS 3MARGARITAVILLE BEACH HOUSE KEY WEST RECORD TOTAL REVENUES1 EXCEEDING $1B+ IN 2022 ■ Full-Year RevPAR Growth of 51.8% and 5.0% compared to 2021 and 2019, respectively LIFESTYLE/RESORTS CONTINUE TO OUTPERFORM 2019 IN Q4 ■ ADR Growth of 32.9% vs. Q4 2019 ■ RevPAR growth of 18.1% vs. Q4 2019 ■ Occupancy 8.1 percentage points below 2019 POSITIVE TRENDS CONTINUE IN URBAN GATEWAY HOTELS IN Q4 WITH ROOM FOR GROWTH ■ ADR growth of 8.6% vs. Q4 2019 ■ RevPAR growth of (2.3%) vs. Q4 2019 – Smallest gap vs. 2019 since early-2020 ■ Occupancy 7.7 percentage points below 2019 (1) FY 2022 Total Revenues represents period of ownership for all hotels. For comparable results of RevPAR, ADR, and Occupancy, Lake Austin and Kimpton Fort Lauderdale are excluded.
2022 MONTHLY OPERATING RESULTS (1) Comparable operating information excludes the Kimpton Fort Lauderdale Beach Resort (not operating in 2019) and the recently acquired Lake Austin Spa Resort (2) Preliminary results (3) “Resort/Lifestyle” refers to Luxury Resort, Lifestyle Resort, and Urban Lifestyle hotels (4) “Urban” refers to Urban Gateway hotels 4 CONTINUED OUTPERFORMANCE IN Q4 2022 COMPARABLE OPERATING RESULTS(1) Occ (%) ADR ($) RevPAR ($) RevPAR B/(W) 2019 Revenue ($000s) Revenue B/(W) 2019 Q1 55.8% 279.09 155.76 (3.5%) 197,263 (4.4%) Q2 74.9% 297.36 222.70 6.9% 279,445 7.4% Q3 75.1% 281.36 211.40 8.7% 266,952 11.7% Q4(2) 67.3% 288.65 193.58 6.1% 250,188 8.5% FY 2022 68.3% 287.46 196.02 5.0% 993,829 6.2% Oct(2) 74.8% 306.32 229.24 6.7% 99,005 8.0% Nov(2) 66.6% 270.81 180.29 5.0% 77,354 7.1% Dec(2) 60.6% 281.66 170.62 6.2% 73,809 10.7% Q4(2) REVPAR VS PREVIOUS YEARS +19.1% -0.8% +42.9% +6.1% +18.1% -2.3% PORTFOLIO RESORT/LIFESTYLE URBAN vs 2021 vs 2019
DIAMONDROCK AT A GLANCE 9,607 ROOMS 35 PROPERTIES 24 GEOGRAPHIC MARKETS BALANCE SHEET SUMMARY DIVERSIFIED GEOGRAPHY Net Debt1 to LTM EBITDA2 Total Debt1 % Fixed Rate3 PRO FORMA Q3 2022 $1.2B 56% 4.2X 5 (1) As presented in the September 28, 2022 press release. (2) As of end of Q3’22 (3) Includes debt and perpetual preferred capital. Total Debt1 to Undepreciated Assets2 31% LUXURY RESORTS, 18% LIFESTYLE RESORTS, 14% URBAN LIFESTYLE, 15% URBAN GATEWAY, 53% Note: 2021A results used for Henderson Beach Resort and Lake Austin Spa Resort, 2022 Forecast used for Kimpton Goodland, 2019A results used for all other hotels. PORTFOLIO MAP DIVERSIFIED PORTFOLIO % OF EBITDA
COMPANY CONTACTS
Jeff Donnelly
Chief Financial Officer
(240) 744-1190
Briony Quinn
Senior Vice President
(240) 744-1196
FOR IMMEDIATE RELEASE
DIAMONDROCK HOSPITALITY ANNOUNCES UPDATE ON RECENT OPERATIONS
BETHESDA, Maryland, January 11, 2023 – DiamondRock Hospitality Company (the "Company") (NYSE: DRH) today provided an update on preliminary results for November and December 2022, showing continued strong revenue growth compared to 2019. November comparable revenues grew 27.3% and 7.1% compared to 2021 and 2019, respectively. December comparable revenues grew 10.5% and 10.7% compared to 2021 and 2019. Preliminary fourth quarter comparable revenues increased 23.4% and 8.5%, compared to 2021 and 2019, respectively. Preliminary full year 2022 comparable revenues increased 56.3% and 6.2%, compared to 2021 and 2019, respectively.
“DiamondRock’s portfolio set new records in 2022 with total owned revenue exceeding $1 billion for the first time in the Company’s history,” stated Mark W. Brugger, President and Chief Executive Officer of the Company. “We saw continued strength in travel demand during the fourth quarter with room rates meaningfully exceeding pre-pandemic levels at both our urban and resort properties.”
Please visit https://investor.drhc.com/presentations to view the presentation with additional data on the Company’s current operating trends. Comparable operating results exclude the Kimpton Fort Lauderdale Beach Resort, which opened in April 2021, and the recently acquired Lake Austin Spa Resort for all periods.
About the Company
DiamondRock Hospitality Company is a self-advised real estate investment trust (REIT) that is an owner of a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. The Company currently owns 35 premium quality hotels with over 9,600 rooms. The Company has strategically positioned its hotels to be operated both under leading global brand families as well as unique boutique hotels in the lifestyle segment. For further information on the Company and its portfolio, please visit DiamondRock Hospitality Company’s website at www.drhc.com.