UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
December 8, 2006

DiamondRock Hospitality Company


(Exact name of registrant as specified in charter)


Maryland

 

001-32514

 

20-1180098


 


 


(State or Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)


6903 Rockledge Drive, Suite 800
Bethesda, MD 20817


(Address of Principal Executive Offices) (Zip Code)

 

 

 

(240) 744-1150


(Registrant’s telephone number, including area code)

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):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




DiamondRock Hospitality Company had reported in a Form 8-K filed on December 13, 2006 (the “Original Form 8-K”) that it acquired the Renaissance Austin Hotel and the Renaissance Waverly Atlanta Hotel (the “Renaissance Hotels”) in a single $237.5 million transaction. Pursuant to the rules of the United States Securities Exchange Commission, we have 71 days after the date on which the Original Form 8-K was filed to amend such filing to include audited financial statements for the Renaissance Hotels. This Form 8-K/A is being filed to provide our investors with such financial statements and pro forma financial information. This Form 8-K/A does not make any other changes from the previously filed Form 8-K on December 13, 2006.

ITEM 9.01.

Financial Statements and Exhibits.

 

 

(a)   

Financial Statements of Business Acquired.

Consolidated financial statements for WSRH Atlanta Waverly Mezz, L.L.C. independent auditors’ report

Independent Auditors’ Report
Consolidated Balance Sheet, October 6, 2006
Consolidated Statement of Operations, Period from December 31, 2005 to October 6, 2006
Consolidated Statement of Member’s Equity, Period from December 31, 2005 to October 6, 2006
Consolidated Statement of Cash Flows, Period from December 31, 2005 to October 6, 2006
Notes to Consolidated Financial Statements

Consolidated financial statements for WSRH Austin Mezz, L.P. with independent auditors’ report

Independent Auditors’ Report
Consolidated Balance Sheet, October 6, 2006
Consolidated Statement of Operations, Period from December 31, 2005 to October 6, 2006
Consolidated Statement of Partners’ Capital, Period from December 31, 2005 to October 6, 2006
Consolidated Statement of Cash Flows, Period from December 31, 2005 to October 6, 2006
Notes to Consolidated Financial Statements

(b)   

Pro Forma Financial Information.

Unaudited Pro Forma Financial Information
Pro Forma Consolidated Balance Sheet as of September 8, 2006
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of September 8, 2006
Pro Forma Consolidated Statement of Operations for the period from January 1, 2006 to September 8, 2006
Notes to Pro Forma Consolidated Statement of Operations for the Period from January 1, 2006 to September 8, 2006
Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2005
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2005

(c)   

Not applicable.

 

 

(d)   

Exhibits


Exhibit No.

 

Description


 


23.1

 

Consent of KPMG LLP




Independent Auditors’ Report

The Member
WSRH Atlanta Waverly Mezz, L.L.C.:

We have audited the accompanying consolidated balance sheet of WSRH Atlanta Waverly Mezz, L.L.C. (a Delaware limited liability company) (the Company) as of October 6, 2006 and the related consolidated statements of operations, member’s equity, and cash flows for the period from December 31, 2005 to October 6, 2006. These consolidated financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WSRH Atlanta Waverly Mezz, L.L.C. as of October 6, 2006 and the results of their operations and their cash flows for the period from December 31, 2005 to October 6, 2006, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

December 19, 2006



WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Consolidated Balance Sheet

October 6, 2006

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,848,133

 

Cash held by hotel manager

 

 

189,554

 

Restricted cash

 

 

4,348,967

 

Accounts receivable, net of allowance for doubtful accounts of $42,684

 

 

2,066,106

 

Inventories

 

 

170,151

 

Prepaid expenses

 

 

376,421

 

Due from affiliate

 

 

470,908

 

 

 



 

Total current assets

 

 

9,470,240

 

Investment in hotel property:

 

 

 

 

Land

 

 

9,474,000

 

Building and improvements

 

 

77,009,211

 

Furniture, fixtures, and equipment

 

 

8,604,934

 

 

 



 

 

 

 

95,088,145

 

Less accumulated depreciation

 

 

(5,368,629

)

 

 



 

Total investment in hotel property, net of accumulated depreciation

 

 

89,719,516

 

Other assets

 

 

257,917

 

Deferred financing costs, net of accumulated amortization

 

 

131,807

 

 

 



 

Total assets

 

$

99,579,480

 

 

 



 

Liabilities and Member’s Equity

 

 

 

 

Current liabilities:

 

 

 

 

Accrued interest payable

 

$

419,172

 

Accounts payable and accrued expenses

 

 

1,363,604

 

Advance deposits

 

 

437,654

 

 

 



 

Total current liabilities

 

 

2,220,430

 

Notes payable

 

 

78,500,000

 

 

 



 

Total liabilities

 

 

80,720,430

 

Commitments and contingencies

 

 

 

 

Member’s equity

 

 

18,859,050

 

 

 



 

Total liabilities and member’s equity

 

$

99,579,480

 

 

 



 

See accompanying notes to consolidated financial statements.



WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Consolidated Statement of Operations

Period from December 31, 2005 to October 6, 2006

Department revenues:

 

 

 

 

Rooms

 

$

14,526,286

 

Food and beverage

 

 

12,437,259

 

Telephone

 

 

237,343

 

Other

 

 

835,270

 

 

 



 

Total department revenues

 

 

28,036,158

 

 

 



 

Department expenses:

 

 

 

 

Rooms

 

 

3,460,593

 

Food and beverage

 

 

7,633,029

 

Telephone

 

 

225,540

 

Other

 

 

183,094

 

 

 



 

Total department expenses

 

 

11,502,256

 

 

 



 

Operating expenses:

 

 

 

 

Sales and marketing

 

 

1,991,693

 

General and administrative

 

 

2,326,358

 

Utilities

 

 

824,635

 

Repairs and maintenance

 

 

1,140,874

 

Training and relocation

 

 

102,000

 

Insurance and claims expense

 

 

181,527

 

Management fee

 

 

916,084

 

Real estate taxes

 

 

821,948

 

Depreciation

 

 

3,301,926

 

Other

 

 

400,263

 

 

 



 

Total operating expenses

 

 

12,007,308

 

 

 



 

Operating income

 

 

4,526,594

 

 

 



 

Other expenses:

 

 

 

 

Interest expense

 

 

4,105,515

 

Amortization of deferred financing costs

 

 

56,489

 

 

 



 

Total other expenses

 

 

4,162,004

 

 

 



 

Net income

 

$

364,590

 

 

 



 

See accompanying notes to consolidated financial statements.



WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Consolidated Statement of Member’s Equity

Period from December 31, 2005 to October 6, 2006

Balance – December 31, 2005

 

$

18,494,460

 

Net income

 

 

364,590

 

 

 



 

Balance – October 6, 2006

 

$

18,859,050

 

 

 



 

See accompanying notes to consolidated financial statements.



WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Consolidated Statement of Cash Flows

Period from December 31, 2005 to October 6, 2006

Cash flows from operating activities:

 

 

 

 

Net income

 

$

364,590

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

 

3,358,415

 

Change in fair market value of interest rate caps

 

 

13,263

 

Changes in assets and liabilities:

 

 

 

 

Restricted cash

 

 

813,194

 

Accounts receivable, net

 

 

97,416

 

Inventories

 

 

1,960

 

Prepaid expenses

 

 

(271,410

)

Other assets

 

 

19,770

 

Accrued interest payable

 

 

138,825

 

Accounts payable and accrued expenses

 

 

48,653

 

Advance deposits

 

 

120,412

 

 

 



 

Net cash provided by operating activities

 

 

4,705,088

 

 

 



 

Cash flows from investing activities:

 

 

 

 

Capital additions to hotel property

 

 

(4,453,305

)

Restricted cash

 

 

392,501

 

 

 



 

Net cash used in investing activities

 

 

(4,060,804

)

 

 



 

Cash flows from financing activities:

 

 

 

 

Due from affiliate

 

 

(184,035

)

 

 



 

Net cash used in financing activities

 

 

(184,035

)

 

 



 

Net increase in cash and cash equivalents and cash held by hotel manager

 

 

460,249

 

Cash and cash equivalents and cash held by hotel manager, beginning of period

 

 

1,577,438

 

 

 



 

Cash and cash equivalents and cash held by hotel manager, end of period

 

$

2,037,687

 

 

 



 

Supplemental disclosure of cash flow information:

 

 

 

 

Cash paid during the period for interest

 

$

3,966,690

 

See accompanying notes to consolidated financial statements.



WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

October 6, 2006

(1)

Organization

 

 

 

WSRH Atlanta Waverly Mezz, L.L.C. (WSRH Atlanta Waverly Mezz), a Delaware limited liability company, was formed on June 17, 2005 by WSRH Holdings, LLC (WSRH Holdings). WSRH Holdings owns 100% of the Company. Concurrently, WSRH Atlanta Waverly Mezz formed WSRH Atlanta Waverly, L.L.C. (WSRH Atlanta Waverly), a wholly owned Delaware limited liability company. WSRH Atlanta Waverly Mezz and WSRH Atlanta Waverly shall exist until terminated, as provided in the limited liability company agreements. WSRH Atlanta Waverly was formed to acquire, own, and operate the Renaissance Atlanta Waverly Hotel (the Hotel), a 521-room hotel in Atlanta, Georgia. An independent hotel operator operates the Hotel under an existing management agreement (note 5). The Hotel was acquired on June 17, 2005.

 

 

 

The accompanying consolidated financial statements include the accounts of WSRH Atlanta Waverly Mezz and WSRH Atlanta Waverly, collectively known as the “Company.” The effects of all significant intercompany balances and transactions between WSRH Atlanta Waverly Mezz and WSRH Atlanta Waverly have been eliminated in consolidation.

 

 

(2)

Summary of Significant Accounting Policies

 

 

 

(a)

Basis of Presentation

 

 

 

 

 

The Company is operated on a calendar year basis. However, the Hotel’s fiscal year comprises 52 or 53 weeks, ending on the Friday closest to December 31. The consolidated financial statements relate to the period from December 31, 2005 to October 6, 2006, which coincides with the end of period 10 of the Hotel’s fiscal year.

 

 

 

 

(b)

Cash and Cash Equivalents

 

 

 

 

 

Cash and cash equivalents include highly liquid investments purchased with an original maturity date of three months or less.

 

 

 

 

(c)

Cash Held by Hotel Manager

 

 

 

 

 

Cash held by hotel manager includes cash of the Company held at the Hotel level bank accounts maintained by the hotel manager on behalf of the Company. Cash held by hotel manager includes highly liquid investments purchased with an original maturity date of three months or less.

 

 

 

 

(d)

Restricted Cash

 

 

 

 

 

Restricted cash consists of amounts reserved for interest and capital improvements as required pursuant to the terms of the loan agreements.

 

 

 

 

(e)

Inventories

 

 

 

 

 

Inventories, consisting primarily of food and beverage, are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.




WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

 

(f)

Investment in Hotel Property

 

 

 

 

 

On June 17, 2005, the Company acquired the Hotel for a total purchase price of $88,038,000 before closing costs and prorations. The acquisition was financed through a combination of third-party notes payable totaling $78,500,000 (note 3), and capital contributions of approximately $18,764,000.

 

 

 

 

 

Investment in hotel property is stated at cost and is depreciated using the straight-line method over estimated useful lives of 39 years for building, 15 years for improvements, and 5 years for furniture, fixtures, and equipment.

 

 

 

 

 

The Company capitalizes expenditures for major additions and improvements and charges operating expenses for the cost of current maintenance and repair expenditures, which do not materially improve or extend the life of the respective assets.

 

 

 

 

(g)

Impairment of Long-Lived Assets

 

 

 

 

 

The Company periodically reviews the carrying value of the Hotel for impairment if circumstances exist indicating the carrying value of the investment in the Hotel may not be recoverable. If events or circumstances support the possibility of impairment, the Company prepares a projection of the undiscounted future cash flows, without interest charges, of the Hotel to determine if the investment is recoverable. If impairment is indicated, an adjustment will be made to the carrying value of the Hotel to reduce the carrying value to its current fair value. The Company does not believe that there are any events or circumstances indicating impairment of its investment in the Hotel at October 6, 2006.

 

 

 

 

(h)

Acquisitions

 

 

 

 

 

The acquisition of the Hotel was accounted for utilizing the purchase method and, accordingly, the results of operations are included in the Company’s results of operations from the date of acquisition. The Company has used estimates of future cash flows and other valuation techniques to allocate the purchase price of the acquired Hotel among land, building and improvements, furniture, fixtures, and equipment and other acquired intangibles.

 

 

 

 

(i)

Revenue Recognition

 

 

 

 

 

The Company recognizes hotel operating revenue on an accrual basis consistent with the Hotel’s operations.

 

 

 

 

(j)

Derivatives and Hedging Instruments

 

 

 

 

 

The Company may use derivative instruments such as interest rate swaps and caps primarily to manage exposure to variability of cash flows to be paid related to interest rate risks inherent in variable rate debt. All of the Company’s derivatives are recognized as assets or liabilities on the balance sheet and are recorded at fair value. The Company does not enter into derivatives for speculative or trading purposes.




WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

 

 

To the extent the Company designates a derivative as a hedging instrument, the effective portion of change in the fair value of the derivative would initially be reported in other comprehensive income (loss) and subsequently recognized in the income statement when the hedged transaction affects income. The ineffective portion of the change in the fair value is recognized as interest expense. The Company would classify such derivatives as cash flow hedges and formally document all relationships between the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions and how hedge effectiveness and ineffectiveness will be measured.

 

 

 

 

 

To the extent the Company does not designate a derivative as a hedging instrument, the change in the fair value of the derivative is reported in current earnings (other income or expense).

 

 

 

 

(k)

Income Taxes

 

 

 

 

 

No provision for income taxes has been made as the liability for such taxes is that of the member of the Company. In certain instances, the Company may be subject to certain state and local income taxes. For the period from December 31, 2005 to October 6, 2006, no provision for state and local income taxes was required.

 

 

 

 

(l)

Deferred Financing Costs

 

 

 

 

 

Loan fees and costs have been deferred and are being amortized over the term of the loan. Deferred financing costs are shown net of accumulated amortization of $94,148 at October 6, 2006.

 

 

 

 

(m)

Use of Estimates

 

 

 

 

 

In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles, management of the Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

 

(n)

Asset Retirement Obligations

 

 

 

 

 

Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of the fair value can be made. During 2005, FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, was issued, clarifying the required accounting and measurement process for an asset retirement obligation for which settlement is subject to uncertainties that may or may not be within the control of an entity (a conditional asset retirement obligation). In connection with the issuance of this Interpretation, the Company evaluated any potential asset retirement obligations including those related to disposal of asbestos-containing materials. Based on this review conducted in the year of acquisition, the Company did not identify any significant conditional asset retirement obligations related to the Hotel.




WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

(3)

Notes Payable

 

 

 

On June 17, 2005, the Company obtained a loan in the amount of $67,500,000 to fund the acquisition of the Hotel. The loan is secured by the Hotel and requires monthly installments of interest-only payments at a rate of one-month LIBOR plus 1.28% (6.65% at October 6, 2006) through maturity on July 9, 2008. The loan allows for two one-year extensions of the maturity date if certain conditions are satisfied.

 

 

 

In addition to the above loan, on June 17, 2005, the Company obtained a mezzanine note totaling $11,000,000 to fund the acquisition of the Hotel. The mezzanine note is payable in monthly installments of interest only at a rate of one-month LIBOR plus 4.88% through maturity on July 9, 2008 (10.25% at October 6, 2006) and is unsecured. The mezzanine note allows for two one-year extensions of the maturity date if certain conditions are satisfied.

 

 

 

In connection with the above mentioned notes, the Company entered into the following interest rate cap agreements that continued to be in place as of October 6, 2006:


Instrument

 

Notional
amount

 

Cap rate
at October 6,
2006

 

Expiration
date

 

Cap
premium

 

Fair value of
interest rate
cap at
October 6,
2006

 


 



 



 



 



 



 

Interest rate cap

 

$

33,750,000

 

 

5.0

%

 

7/9/2008

 

$

160,000

 

 

170,351

 

Interest rate cap

 

 

33,750,000

 

 

9.3

%*

 

7/9/2008

 

 

3,150

 

 

1,121

 

Interest rate cap

 

 

5,500,000

 

 

5.0

%

 

7/9/2008

 

 

26,000

 

 

27,761

 

Interest rate cap

 

 

5,500,000

 

 

9.3

%*

 

7/9/2008

 

 

1,350

 

 

163

 

 

 



 

 

 

 

 

 

 



 



 

 

 

$

78,500,000

 

 

 

 

 

 

 

$

190,500

 

 

199,396

 

 

 



 

 

 

 

 

 

 



 



 



*

Percentage increases during the interest rate cap term.


 

The Company elected to not designate the interest rate caps as hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and, as such, the Company recognizes changes in fair value into earnings. For the period from December 31, 2005 to October 6, 2006, the Company recognized a loss of $13,263, which is included in other operating expenses in the accompanying consolidated statement of operations.

 

 

(4)

Due from Affiliate

 

 

 

Certain payments have been made by the Company on behalf of an affiliate. Such payments have been accrued and are included in due from affiliate in the accompanying consolidated balance sheet.

 

 

(5)

Management Agreement

 

 

 

On June 17, 2005, the Company entered into a Management Agreement with Renaissance Hotel Operating Partnership (Renaissance or Manager). The Management Agreement expires in 2025 with three automatic extensions for periods of 10 years each. The Management Agreement requires a base management fee equal to 3% of gross revenues (as defined) and an incentive management fee equal to 20% of available cash (as defined). Pursuant to the terms of the Management Agreement, Renaissance provides the Hotel with various services and supplies, including marketing, reservations, construction management, and insurance. The costs incurred relating to these arrangements may have been significantly different had they been provided by an independent third party. Renaissance also provides working capital sufficient to fund the day-to-day operations of the Hotel.




WSRH ATLANTA WAVERLY MEZZ, L.L.C.
(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

 

Base and incentive management fee expense was approximately $841,000 and $0, respectively, for the period from December 31, 2005 to October 6, 2006.

 

 

 

The Manager is responsible for maintaining the Hotel’s furniture, fixtures, and equipment and making purchases as considered necessary. Pursuant to the Management Agreement, the Company is responsible for funding an escrow account (the FF&E Reserve) with 4% of the Hotel’s gross revenue, as defined in the Management Agreement, for capital expenditures and the replacement or refurbishment of furniture, fixtures, and equipment of the Hotel. Upon purchase of furniture, fixtures, and equipment, the Manager requests reimbursement from the FF&E Reserve. At October 6, 2006, the FF&E Reserve balance was approximately $1,161,800 and is included in restricted cash in the accompanying consolidated balance sheet.

 

 

(6)

Employee Benefit Plan

 

 

 

Renaissance sponsors and maintains a 401(k) savings plan that full-time employees of the Hotel are offered participation in upon completion of one year of service. Employee contributions to the plan are matched by Renaissance on a percentage basis up to 6% of employee salaries. Renaissance’s contribution for the period from December 31, 2005 to October 6, 2006 was approximately $207,000, which was reimbursed by the Company, and was recorded in general and administrative expense in the accompanying consolidated statement of operations.

 

 

(7)

Commitments and Contingencies

 

 

 

The nature of the operations of the Hotel exposes it to the risk of claims and litigation in the normal course of its business. Although the outcome of such matters cannot be determined, management believes the ultimate resolution of these matters will not have a material adverse effect on the financial position or operations of the Company.

 

 

(8)

Oversight Agreement

 

 

 

On June 17, 2005, the Company entered into an Oversight Agreement with SCS Hotels, Inc. (SCS). The Oversight Agreement expires in one year with a one-year automatic extension period. The Company extended the Oversight Agreement for one-year effective June 17, 2006. The Oversight Agreement requires a fee of $25,000 per quarter. Pursuant to the terms of the Oversight Agreement, SCS advises the Company in various areas, including monitoring of Hotel operations, budgets, capital expenditures, and marketing. Oversight fees of approximately $75,000 are included in management fee expense on the accompanying consolidated statement of operations.

 

 

(9)

Subsequent Event

 

 

 

On November 13, 2006, the Company entered into a contract to sell the Hotel to an unrelated third party for a gross sale price of $130,000,000. The sale transaction closed on December 8, 2006.




Independent Auditors’ Report

The Partners
WSRH Austin Mezz, L.P.:

We have audited the accompanying consolidated balance sheet of WSRH Austin Mezz, L.P. (a Delaware limited partnership) (the Partnership) as of October 6, 2006 and the related consolidated statements of operations, partners’ capital, and cash flows for the period from December 31, 2005 to October 6, 2006. These consolidated financial statements are the responsibility of the General Partner of WSRH Austin Mezz, L.P. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WSRH Austin Mezz, L.P. as of October 6, 2006 and the results of their operations and their cash flows for the period from December 31, 2005 to October 6, 2006, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

December 19, 2006



WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Consolidated Balance Sheet

October 6, 2006

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

1,641,965

 

Cash held by hotel manager

 

 

1,123,597

 

Restricted cash

 

 

345,965

 

Accounts receivable, net of allowance for doubtful accounts of $37,757

 

 

2,529,819

 

Inventories

 

 

86,357

 

Prepaid expenses

 

 

120,439

 

Due from affiliate

 

 

932,499

 

 

 



 

Total current assets

 

 

6,780,641

 

Investment in hotel property:

 

 

 

 

Land

 

 

7,200,000

 

Building and improvements

 

 

40,674,668

 

Furniture, fixtures, and equipment

 

 

8,106,266

 

 

 



 

 

 

 

55,980,934

 

Less accumulated depreciation

 

 

(3,661,555

)

 

 



 

Total investment in hotel property, net of accumulated depreciation

 

 

52,319,379

 

Other assets

 

 

116,798

 

Deferred financing costs, net of accumulated amortization

 

 

97,548

 

 

 



 

Total assets

 

$

59,314,366

 

 

 



 

Liabilities and Partners’ Capital

 

 

 

 

Current liabilities:

 

 

 

 

Accrued interest payable

 

$

233,304

 

Accounts payable and accrued expenses

 

 

2,113,913

 

Accrued real estate taxes

 

 

723,125

 

Advance deposits

 

 

43,912

 

 

 



 

Total current liabilities

 

 

3,114,254

 

Notes payable

 

 

44,000,000

 

 

 



 

Total liabilities

 

 

47,114,254

 

Commitments and contingencies

 

 

 

 

Partners’ capital

 

 

12,200,112

 

 

 



 

Total liabilities and partners’ capital

 

$

59,314,366

 

 

 



 

See accompanying notes to consolidated financial statements.



WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Consolidated Statement of Operations

Period from December 31, 2005 to October 6, 2006

Department revenues:

 

 

 

 

Rooms

 

$

14,299,319

 

Food and beverage

 

 

9,295,697

 

Telephone

 

 

182,087

 

Other

 

 

350,750

 

 

 



 

Total department revenues

 

 

24,127,853

 

 

 



 

Department expenses:

 

 

 

 

Rooms

 

 

3,263,836

 

Food and beverage

 

 

5,723,887

 

Telephone

 

 

212,233

 

Other

 

 

168,933

 

 

 



 

Total department expenses

 

 

9,368,889

 

 

 



 

Operating expenses:

 

 

 

 

Sales and marketing

 

 

1,945,006

 

General and administrative

 

 

2,320,946

 

Utilities

 

 

1,000,649

 

Repairs and maintenance

 

 

1,102,462

 

Training and relocation

 

 

86,310

 

Insurance and claims expense

 

 

169,175

 

Management fee

 

 

972,059

 

Real estate taxes

 

 

723,125

 

Depreciation

 

 

2,244,280

 

Other

 

 

472,073

 

 

 



 

Total operating expenses

 

 

11,036,085

 

 

 



 

Operating income

 

 

3,722,879

 

 

 



 

Other expenses:

 

 

 

 

Interest expense

 

 

2,284,349

 

Amortization of deferred financing costs

 

 

41,807

 

 

 



 

Total other expenses

 

 

2,326,156

 

 

 



 

Net income

 

$

1,396,723

 

 

 



 

See accompanying notes to consolidated financial statements.



WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Consolidated Statement of Partners’ Capital

Period from December 31, 2005 to October 6, 2006

 

 

WSRH Austin
Mezz, G.P.,
L.L.C.
0.5%

 

WSRH
Holdings,
L.L.C. 99.5 %

 

Total
100 %

 

 

 


 


 


 

Balance – December 31, 2005

 

$

54,017

 

 

10,749,372

 

 

10,803,389

 

Net income

 

 

6,984

 

 

1,389,739

 

 

1,396,723

 

 

 



 



 



 

Balance – October 6, 2006

 

$

61,001

 

 

12,139,111

 

 

12,200,112

 

 

 



 



 



 

See accompanying notes to consolidated financial statements.



WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Consolidated Statement of Cash Flows

Period from December 31, 2005 to October 6, 2006

Cash flows from operating activities:

 

 

 

 

Net income

 

$

1,396,723

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

 

2,287,353

 

Change in fair market value of interest rate caps

 

 

10,139

 

Changes in assets and liabilities:

 

 

 

 

Restricted cash

 

 

108,844

 

Accounts receivable

 

 

(1,353,970

)

Inventories

 

 

(20,751

)

Prepaid expenses

 

 

8,837

 

Accrued interest payable

 

 

76,609

 

Accounts payable and accrued expenses

 

 

621,476

 

Accrued real estate taxes

 

 

(272,056

)

Advance deposits

 

 

27,209

 

 

 



 

Net cash provided by operating activities

 

 

2,890,413

 

 

 



 

Cash flows from investing activities:

 

 

 

 

Capital additions to hotel property

 

 

(2,839,616

)

Restricted cash

 

 

1,025,347

 

 

 



 

Net cash used in investing activities

 

 

(1,814,269

)

 

 



 

Cash flows from financing activities:

 

 

 

 

Due from affiliate

 

 

327,391

 

 

 



 

Net cash provided by financing activities

 

 

327,391

 

 

 



 

Net increase in cash and cash equivalents and cash held by hotel manager

 

 

1,403,535

 

Cash and cash equivalents and cash held by hotel manager, beginning of period

 

 

1,362,027

 

 

 



 

Cash and cash equivalents and cash held by hotel manager, end of period

 

$

2,765,562

 

 

 



 

Supplemental disclosure of cash flow information:

 

 

 

 

Cash paid during the period for interest

 

$

2,207,740

 

See accompanying notes to consolidated financial statements.



WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements

October 6, 2006

(1)

Organization

 

 

 

WSRH Austin Mezz, L.P. (WSRH Austin Mezz), a Delaware limited partnership, was formed on June 17, 2005 by WSRH Austin Mezz G.P., L.L.C. (Austin Mezz GP), as general partner, and WSRH Holdings, L.L.C., (WSRH Holdings) as limited partner. Austin Mezz GP is a wholly owned subsidiary of WSRH Holdings. Austin Mezz GP and WSRH Holdings own 0.5% and 99.5%, respectively, of the Partnership. Concurrently, WSRH Austin Mezz formed WSRH Austin, G.P., L.L.C. (WSRH Austin) and WSRH Austin, L.P. (Austin LP). WSRH Austin Mezz, WSRH Austin, and Austin LP shall exist until terminated, as provided in the limited partnership agreements. Austin LP was formed to acquire, own, and operate the Renaissance Austin Hotel (the Hotel), a 473-room hotel in Austin, Texas. An independent hotel operator operates the Hotel under an existing management agreement (note 6). The Hotel was acquired on June 17, 2005.

 

 

 

The accompanying consolidated financial statements include the accounts of WSRH Austin Mezz, WSRH Austin, and Austin LP, collectively known as the “Partnership.” The effects of all significant intercompany balances and transactions between WSRH Austin Mezz, WSRH Austin, and Austin LP have been eliminated in consolidation.

 

 

 

(2)

Summary of Significant Accounting Policies

 

 

 

 

(a)

Basis of Presentation

 

 

 

 

 

The Partnership is operated on a calendar year basis. However, the Hotel’s fiscal year comprises 52 or 53 weeks, ending on the Friday closest to December 31. The consolidated financial statements relate to the period from December 31, 2005 to October 6, 2006, which coincides with the end of period 10 of the Hotel’s fiscal year.

 

 

 

 

(b)

Cash and Cash Equivalents

 

 

 

 

 

Cash and cash equivalents include highly liquid investments purchased with an original maturity date of three months or less.

 

 

 

 

(c)

Cash Held by Hotel Manager

 

 

 

 

 

Cash held by hotel manager includes cash of the Partnership held at the Hotel level bank accounts maintained by the hotel manager on behalf of the Partnership. Cash held by hotel manager includes highly liquid investments purchased with an original maturity date of three months or less.

 

 

 

 

(d)

Restricted Cash

 

 

 

 

 

Restricted cash consists of amounts reserved for interest and capital improvements as required pursuant to the terms of the loan agreements.

 

 

 

 

(e)

Inventories

 

 

 

 

 

Inventories, consisting primarily of food and beverage, are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.




WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

 

(f)

Investment in Hotel Property

 

 

 

 

 

On June 17, 2005, the Partnership acquired the Hotel for a total purchase price of $51,648,000 before closing costs and prorations. The acquisition was financed through a combination of third-party notes payable totaling $44,000,000 (note 3), and capital contributions of approximately $10,878,000.

 

 

 

 

 

Investment in hotel property is stated at cost and is depreciated using the straight-line method over estimated useful lives of 39 years for building, 15 years for improvements, and 5 years for furniture, fixtures, and equipment.

 

 

 

 

 

The Partnership capitalizes expenditures for major additions and improvements and charges operating expenses for the cost of current maintenance and repair expenditures, which do not materially improve or extend the life of the respective assets.

 

 

 

 

(g)

Impairment of Long-Lived Assets

 

 

 

 

 

The Partnership periodically reviews the carrying value of the Hotel for impairment if circumstances exist indicating the carrying value of the investment in the Hotel may not be recoverable. If events or circumstances support the possibility of impairment, the Partnership prepares a projection of the undiscounted future cash flows, without interest charges, of the Hotel to determine if the investment is recoverable. If impairment is indicated, an adjustment will be made to the carrying value of the Hotel to reduce the carrying value to its current fair value. The Partnership does not believe that there are any events or circumstances indicating impairment of its investment in the Hotel at October 6, 2006.

 

 

 

 

(h)

Acquisitions

 

 

 

 

 

The acquisition of the Hotel was accounted for utilizing the purchase method and, accordingly, the results of operations are included in the Partnership’s results of operations from the date of acquisition. The Partnership has used estimates of future cash flows and other valuation techniques to allocate the purchase price of the acquired Hotel among land, building and improvements, furniture, fixtures, and equipment and other acquired intangibles.

 

 

 

 

(i)

Revenue Recognition

 

 

 

 

 

The Partnership recognizes hotel operating revenue on an accrual basis consistent with the Hotel’s operations.

 

 

 

 

(j)

Derivatives and Hedging Instruments

 

 

 

 

 

The Partnership may use derivative instruments such as interest rate swaps and caps primarily to manage exposure to variability of cash flows to be paid related to interest rate risks inherent in variable rate debt. All of the Partnership’s derivatives are recognized as assets or liabilities on the balance sheet and are recorded at fair value. The Partnership does not enter into derivatives for speculative or trading purposes.

 

 

 

 

 

To the extent the Partnership designates a derivative as a hedging instrument, the effective portion of change in the fair value of the derivative would initially be reported in other comprehensive income (loss) and subsequently recognized in the income statement when the hedged transaction affects income. The ineffective portion of the change in the fair value is recognized as interest expense. The Partnership would classify such derivatives as cash flow hedges and formally document all relationships between the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions and how hedge effectiveness and ineffectiveness will be measured.




WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

 

 

To the extent the Partnership does not designate a derivative as a hedging instrument, the change in the fair value of the derivative is reported in current earnings (other income or expense).

 

 

 

(k)

Income Taxes

 

 

 

 

 

No provision for income taxes has been made as the liability for such taxes is that of the partners of the Partnership. In certain instances, the Partnership may be subject to certain state and local income taxes. For the period from December 31, 2005 to October 6, 2006, no provision for state and local income taxes was required.

 

 

 

 

(l)

Deferred Financing Costs

 

 

 

 

 

Loan fees and costs have been deferred and are being amortized over the term of the loan. Deferred financing costs are shown net of accumulated amortization of $69,678 at October 6, 2006.

 

 

 

 

(m)

Use of Estimates

 

 

 

 

 

In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles, management of the Partnership makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

 

(n)

Asset Retirement Obligations

 

 

 

 

 

Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of the fair value can be made. During 2005, FASB Interpretation No. 47 Accounting for Conditional Asset Retirement Obligations, was issued, clarifying the required accounting and measurement process for an asset retirement obligation for which settlement is subject to uncertainties that may or may not be within the control of an entity (a conditional asset retirement obligation). In connection with the issuance of this Interpretation, the Partnership evaluated any potential asset retirement obligations including those related to disposal of asbestos-containing materials. Based on this review conducted in the year of acquisition, the Partnership did not identify any significant conditional asset retirement obligations related to the Hotel.

 

 

 

(3)

Notes Payable

 

 

 

On June 17, 2005, the Partnership obtained a loan in the amount of $38,500,000 to fund the acquisition of the Hotel. The loan is secured by the Hotel and requires monthly installments of interest-only payments at a rate of one-month LIBOR plus 1.28% (6.66% at October 6, 2006) through maturity on July 9, 2008. The loan allows for two one-year extensions of the maturity date if certain conditions are satisfied.




WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

 

In addition to the above loan, on June 17, 2005, the Partnership obtained a mezzanine note totaling $5,500,000 to fund the acquisition of the Hotel. The mezzanine note is payable in monthly installments of interest only at a rate of one-month LIBOR plus 4.88% through maturity on July 9, 2008 (10.25% at October 6, 2006) and is unsecured. The mezzanine note allows for two one-year extensions of the maturity date if certain conditions are satisfied.

 

 

 

In connection with the above mentioned notes, the Partnership entered into the following interest rate cap agreements that continued to be in place as of October 6, 2006:


Instrument

 

Notional
amount

 

Cap rate
at October 6,
2006

 

Expiration
date

 

Cap
premium

 

Fair value of
interest rate
cap at
October 6,
2006

 


 


 


 


 


 


 

Interest rate cap

 

$

19,250,000

 

 

5.0

%

 

7/9/2008

 

$

91,000

 

 

97,163

 

Interest rate cap

 

 

19,250,000

 

 

7.2

%*

 

7/9/2008

 

 

8,000

 

 

4,488

 

Interest rate cap

 

 

2,750,000

 

 

5.0

%

 

7/9/2008

 

 

13,000

 

 

13,880

 

Interest rate cap

 

 

2,750,000

 

 

7.2

%*

 

7/9/2008

 

 

2,000

 

 

641

 

 

 



 

 

 

 

 

 

 



 



 

 

 

$

44,000,000

 

 

 

 

 

 

 

$

114,000

 

 

116,172

 

 

 



 

 

 

 

 

 

 



 



 



*      Percentage increases during the interest rate cap term.


 

The Partnership elected to not designate the interest rate caps as hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and, as such, the Partnership recognizes changes in fair value into earnings. For the period from December 31, 2005 to October 6, 2006, the Partnership recognized a loss of $10,139, which is included in other operating expenses in the accompanying consolidated statement of operations.

 

 

(4)

Due from Affiliate

 

 

 

Certain payments have been made by the Partnership on behalf of an affiliate. Such payments have been accrued and are included in due from affiliate in the accompanying consolidated balance sheet.

 

 

(5)

Limited Partnership Agreement

 

 

 

Pursuant to the terms of the Limited Partnership Agreement, WSRH Austin Mezz GP and WSRH Holdings own 0.5% and 99.5%, respectively, of the Partnership. The Partnership shall continue until terminated as provided in the Limited Partnership Agreement. The Limited Partnership Agreement provides that all contributions, distributions of proceeds, and profits and losses be made pro rata in accordance with the partners’ ownership interests.




WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

(6)

Management Agreement

 

 

 

On June 17, 2005, the Partnership entered into a Management Agreement with Renaissance Hotel Operating Partnership (Renaissance or Manager). The Management Agreement expires in 2025 with three automatic extensions for periods of 10 years each. The Management Agreement requires a base management fee equal to 3% of gross revenues (as defined) and an incentive management fee equal to 20% of available cash (as defined). Pursuant to the terms of the Management Agreement, Renaissance provides the Hotel with various services and supplies, including marketing, reservations, construction management, and insurance. The costs incurred relating to these arrangements may have been significantly different had they been provided by an independent third party. Renaissance also provides working capital sufficient to fund the day-to-day operations of the Hotel.

 

 

 

Base and incentive management fee expense was approximately $724,000 and $173,000, respectively, for the period from December 31, 2005 to October 6, 2006. The incentive management fee calculation was based on the proration of the annual threshold for the period from December 31, 2005 to October 6, 2006.

 

 

 

The Manager is responsible for maintaining the Hotel’s furniture, fixtures, and equipment and making purchases as considered necessary. Pursuant to the Management Agreement, the Partnership is responsible for funding an escrow account (the FF&E Reserve) with 4% of the Hotel’s gross revenue, as defined in the Management Agreement, for capital expenditures and the replacement or refurbishment of furniture, fixtures, and equipment of the Hotel. Upon purchase of furniture, fixtures, and equipment, the Manager requests reimbursement from the FF&E Reserve. At October 6, 2006, the FF&E Reserve balance was approximately $10,259 and is included in restricted cash in the accompanying consolidated balance sheet.

 

 

(7)

Employee Benefit Plan

 

 

 

Renaissance sponsors and maintains a 401(k) savings plan that full-time employees of the Hotel are offered participation in upon completion of one year of service. Employee contributions to the plan are matched by Renaissance on a percentage basis up to 6% of employee salaries. Renaissance’s contribution for the period from December 31, 2005 to October 6, 2006 was approximately $169,000, which was reimbursed by the Partnership, and was recorded in general and administrative expense in the accompanying consolidated statement of operations.

 

 

(8)

Commitments and Contingencies

 

 

 

The nature of the operations of the Hotel exposes it to the risk of claims and litigation in the normal course of its business. Although the outcome of such matters cannot be determined, management believes the ultimate resolution of these matters will not have a material adverse effect on the financial position or operations of the Partnership.




WSRH AUSTIN MEZZ, L.P.
(A Delaware Limited Partnership)

Notes to Consolidated Financial Statements (Continued)

October 6, 2006

(9)

Oversight Agreement

 

 

 

On June 17, 2005, the Partnership entered into an Oversight Agreement with SCS Hotels, Inc. (SCS). The Oversight Agreement expires in one year with a one-year automatic extension period. The Partnership extended the Oversight Agreement for one-year effective June 17, 2006. The Oversight Agreement requires a fee of $25,000 per quarter. Pursuant to the terms of the Oversight Agreement, SCS advises the Partnership in various areas, including monitoring of hotel operations, budgets, capital expenditures, and marketing. Oversight fees of approximately $75,000 are included in management fee expense on the accompanying consolidated statement of operations.

 

 

(10)

Subsequent Event

 

 

 

On November 13, 2006, the Partnership entered into a contract to sell the Hotel to an unrelated third party for a gross sale price of $107,500,000. The sale transaction closed on December 8, 2006.




UNAUDITED PRO FORMA FINANCIAL INFORMATION

          The Company’s historical financial information for the year ended December 31, 2005 has been derived from our historical financial statements audited by KPMG LLP, independent registered public accounting firm. The Company’s historical financial information as of and for the period ended September 8, 2006 has been derived from our unaudited historical financial statements.  The following unaudited pro forma financial information gives effect to the following:

 

Our acquisitions of the Torrance Marriott, the Vail Marriott Mountain Resort & Spa, a portfolio of hotels consisting of the Marriott Los Angeles Airport, Marriott’s Frenchman’s Reef and Morning Star Beach Resort, Renaissance Worthington Hotel and Marriott Atlanta Alpharetta (the “Capital Hotel Investment Portfolio”), the Oak Brook Hills Marriott Resort, the Orlando Airport Marriott, the Chicago Marriott, the Westin Atlanta North, the Conrad Chicago, the Renaissance Austin Hotel, and the Renaissance Waverly Hotel;

 

 

 

 

Our borrowings under (i) the $62.5 million mortgage debt on the Frenchman’s Reef & Morning Star Marriott Beach Resort, (ii) the $82.6 million mortgage debt on the Marriott Los Angeles Airport, (iii) the $57.4 million mortgage debt on the Renaissance Worthington Hotel, (iv) the $59 million mortgage debt on the Orlando Airport Marriott, (v) the $220 million mortgage debt on the Chicago Marriott, (vi) the $83 million mortgage debt on the Renaissance Austin Hotel and (vii) the $97 million mortgage debt on the Renaissance Waverly Hotel;

 

 

 

 

Repayment of approximately $44 million of mortgage debt related to the Torrance Marriott and $20 million of mortgage debt relating to the Lodge at Sonoma, a Renaissance Resort & Spa.

 

 

 

 

The refinancing of the $23 million variable-rate mortgage debt on the Courtyard Manhattan / Fifth Avenue with $51 million of fixed-rate mortgage debt; and

 

 

 

 

Follow-on offering of 5,750,000 shares of common stock of the Company at $16.90 per share, with approximately $96.9 million of net proceeds to the Company.

          The pro forma statement of operations for the year ended December 31, 2005 excludes the pre-acquisition operating results of the SpringHill Suites Atlanta Buckhead since it was opened on July 1, 2005 and has no historical operating results. The accompanying pro forma financial information reflects the preliminary application of purchase accounting to the acquisitions of the Orlando Airport Marriott, the Chicago Marriott, the Westin Atlanta North, the Conrad Chicago, the Renaissance Austin Hotel, and the Renaissance Waverly Hotel. The preliminary purchase accounting may be adjusted if any of the assumptions underlying the purchase accounting change. The unaudited pro forma financial information for the period ended September 8, 2006 is presented as if these transactions had occurred on January 1, 2006. The unaudited pro forma consolidated balance sheet as of September 8, 2006 is presented as if these transactions had occurred on September 8, 2006. The unaudited pro forma consolidated statement of operations for the year ended December 31, 2005 is presented as if these transactions had occurred on January 1, 2005.

          The unaudited pro forma financial information and related notes are presented for informational purposes only and do not purport to represent what our results of operations would actually have been if the transactions had in fact occurred on the date discussed above. They also do not project or forecast our results of operations for any future date or period.

          The unaudited pro forma financial information should be read together with our historical financial statements and related notes and with the information set forth under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our previous reports filed with the Commission. The pro forma adjustments are based on available information and upon assumptions that we believe are reasonable. However, we cannot assure you that actual results will not differ from the pro forma information and perhaps in material and adverse ways.



DIAMONDROCK HOSPITALITY COMPANY

Pro Forma Consolidated Balance Sheet
September 8, 2006

 

 

Historical

 

A
Conrad
Chicago

 

B
Renaissance
Austin

 

C
Renaissance
Waverly

 

D
Follow-on
Offering

 

Pro Forma

 

 

 



 



 



 



 



 



 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

$

1,324,903,207

 

$

116,600,000

 

$

107,750,000

 

$

130,250,000

 

$

—  

 

$

1,679,503,207

 

Deferred financing costs, net

 

 

3,450,127

 

 

—  

 

 

130,000

 

 

255,000

 

 

—  

 

 

3,835,127

 

Restricted cash

 

 

27,070,515

 

 

1,741,648

 

 

504,000

 

 

284,000

 

 

—  

 

 

29,600,163

 

Due from hotel managers

 

 

42,828,456

 

 

(307,927

)

 

200,000

 

 

(513,000

)

 

—  

 

 

42,207,529

 

Favorable lease asset, net

 

 

10,226,673

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

10,226,673

 

Prepaids and other assets

 

 

20,608,389

 

 

(10,000,000

)

 

194,000

 

 

499,000

 

 

—  

 

 

11,301,389

 

Cash and cash equivalents

 

 

93,082,205

 

 

(108,033,721

)

 

(25,778,000

)

 

(33,775,000

)

 

96,925,000

 

 

22,420,484

 

 

 



 



 



 



 



 



 

Total assets

 

$

1,522,169,572

 

$

—  

 

$

83,000,000

 

$

97,000,000

 

$

96,925,000

 

$

1,799,094,572

 

 

 



 



 



 



 



 



 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage debt, at face amount

 

$

662,148,395

 

$

—  

 

$

83,000,000

 

$

97,000,000

 

$

—  

 

$

842,148,395

 

Debt premium

 

 

2,670,227

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

2,670,227

 

 

 



 



 



 



 



 



 

Total debt

 

 

664,818,622

 

 

—  

 

 

83,000,000

 

 

97,000,000

 

 

—  

 

 

844,818,622

 

 

 



 



 



 



 



 



 

Deferred income related to key money

 

 

11,604,401

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

11,604,401

 

Unfavorable contract liabilities, net

 

 

88,371,703

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

88,371,703

 

Due to hotel managers

 

 

22,888,703

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

22,888,703

 

Dividends declared and unpaid

 

 

12,835,514

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

12,835,514

 

Accounts payable and accrued liabilities

 

 

31,437,386

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

31,437,386

 

 

 



 



 



 



 



 



 

Total other liabilities

 

 

167,137,707

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

167,137,707

 

Shareholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

 

704,416

 

 

—  

 

 

—  

 

 

—  

 

 

57,500

 

 

761,916

 

Additional paid-in capital

 

 

728,867,133

 

 

—  

 

 

—  

 

 

—  

 

 

96,867,500

 

 

825,734,633

 

Accumulated deficit

 

 

(39,358,306

)

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

(39,358,306

)

 

 



 



 



 



 



 



 

Total shareholders’ equity

 

 

690,213,243

 

 

—  

 

 

—  

 

 

—  

 

 

96,925,000

 

 

787,138,243

 

 

 



 



 



 



 



 



 

Total liabilities and shareholders’ equity

 

$

1,522,169,572

 

$

—  

 

$

83,000,000

 

$

97,000,000

 

$

96,925,000

 

$

1,799,094,572

 

 

 



 



 



 



 



 



 




NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 8, 2006

          The accompanying unaudited Pro Forma Consolidated Balance Sheet as of September 8, 2006 is based on the Historical Consolidated Balance Sheet as of September 8, 2006, as adjusted to assume that the following transactions that occurred after September 8, 2006 occurred on September 8, 2006:

 

Follow-on offering of 5,750,000 shares of common stock of the Company at $16.90 per share, with approximately $96.9 million of net proceeds to the Company after deduction of $250,000 of offering costs.

 

 

 

 

The acquisition of the Conrad Chicago for total consideration of $118.0 million.

 

 

 

 

The acquisition of the Renaissance Austin Hotel for total consideration of $108.8 million.

 

 

 

 

The acquisition of the Renaissance Waverly Hotel for total consideration of $130.8 million.

          In the opinion of the Company’s management, all material adjustments to reflect the effects of the preceding transactions have been made. The accompanying unaudited Pro Forma Consolidated Balance Sheet as of September 8, 2006 is presented for illustrative purposes only and is not necessarily indicative of what the actual financial position would have been had the transactions described above occurred as of September 8, 2006 nor does it purport to represent the future financial position of the Company.

          Notes and Management Assumptions:

 

A

Represents the adjustment to record the acquisition accounting of the Conrad Chicago as follows:

 

 

 

 

 

 

Record property and equipment at fair value of $116,600,000

 

 

Record restricted cash paid for of $1,741,648

 

 

Record reduction of due from hotel managers of $307,927

 

 

Record reduction of other assets of $10,000,000

 

 

Record cash paid for the acquisition of $108,033,721

 

 

 

 

 

B

Represents the adjustment to record the acquisition accounting of the Renaissance Austin Hotel as follows:

 

 

 

 

 

 

Record property and equipment at fair value of $107,750,000

 

 

Record deferred financing costs incurred of $130,000

 

 

Record restricted cash of $504,000

 

 

Record increase of due from hotel managers of $200,000

 

 

Record increase of other assets of $194,000

 

 

Record cash paid for the acquisition of $25,778,000

 

 

Record mortgage debt on the Renaissance Austin Hotel of $83,000,000

 

 

 

 

 

C

Represents the adjustment to record the acquisition accounting of the Renaissance Waverly Hotel as follows:

 

 

 

 

 

 

Record property and equipment at fair value of $130,250,000

 

 

Record deferred financing costs incurred of $255,000

 

 

Record restricted cash of $284,000

 

 

Record decrease of due from hotel managers of $513,000

 

 

Record increase of other assets of $499,000

 

 

Record cash paid for the acquisition of $33,775,000

 

 

Record mortgage debt on the Renaissance Waverly Hotel of $97,000,000

 

 

 

 

 

D

Represents the adjustment to record the follow-on offering of 5,750,000 shares of common stock of the Company at $16.90 per share.




DIAMONDROCK HOSPITALITY COMPANY

Pro Forma Consolidated Statement of Operations
Period from January 1, 2006 to September 8, 2006

 

 

Historical

 

Chicago Marriott

 

E
Westin Atlanta
North

 

E
Conrad
Chicago

 

E
Renaissance
Austin

 

E
Renaissance
Waverly

 

F
Depreciation
Adjustment

 

G
TRS
Income
Taxes

 

H
Debt Interest
Expense

 

I
Repaid /
Refinanced
Debt Interest
Expense

 

Pro Forma

 

 

 



 



 



 



 



 



 



 



 



 



 



 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

212,593,189

 

$

10,622,479

 

$

4,254,929

 

$

11,719,124

 

$

12,557,197

 

$

13,095,862

 

$

—  

 

$

—  

 

$

—  

 

$

—  

 

$

264,842,780

 

Food and beverage

 

 

92,065,252

 

 

5,092,530

 

 

2,130,622

 

 

3,360,098

 

 

8,118,198

 

 

11,307,238

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

122,073,938

 

Other

 

 

18,329,885

 

 

485,749

 

 

222,236

 

 

309,513

 

 

485,908

 

 

954,972

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

20,788,263

 

 

 



 



 



 



 



 



 



 



 



 



 



 

Total revenues

 

 

322,988,326

 

 

16,200,758

 

 

6,607,787

 

 

15,388,735

 

 

21,161,303

 

 

25,358,072

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

407,704,981

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

 

49,292,789

 

 

3,190,630

 

 

1,007,425

 

 

3,205,111

 

 

2,925,505

 

 

3,096,214

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

62,717,674

 

Food and beverage

 

 

62,141,105

 

 

3,312,180

 

 

1,314,500

 

 

2,845,854

 

 

5,068,607

 

 

6,928,765

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

81,611,011

 

Management fees and other hotel expenses

 

 

121,397,755

 

 

7,013,658

 

 

2,207,360

 

 

6,379,849

 

 

8,807,340

 

 

9,175,158

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

154,981,120

 

Depreciation and amortization

 

 

33,922,175

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

11,760,347

 

 

—  

 

 

—  

 

 

—  

 

 

45,682,522

 

Corporate expenses

 

 

8,025,371

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

8,025,371

 

 

 



 



 



 



 



 



 



 



 



 



 



 

Total operating expenses

 

 

274,779,195

 

 

13,516,468

 

 

4,529,285

 

 

12,430,814

 

 

16,801,452

 

 

19,200,137

 

 

11,760,347

 

 

—  

 

 

—  

 

 

—  

 

 

353,017,698

 

 

 



 



 



 



 



 



 



 



 



 



 



 

OPERATING PROFIT

 

 

48,209,131

 

 

2,684,290

 

 

2,078,502

 

 

2,957,921

 

 

4,359,851

 

 

6,157,935

 

 

(11,760,347

)

 

—  

 

 

—  

 

 

—  

 

 

54,687,283

 

OTHER EXPENSES (INCOME)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(2,686,501

)

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

(2,686,501

)

Interest expense

 

 

24,189,649

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

10,216,879

 

 

(268,242

)

 

34,138,286

 

 

 



 



 



 



 



 



 



 



 



 



 



 

Total other expenses (income)

 

 

21,503,148

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

10,216,879

 

 

(268,242

)

 

31,451,785

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

26,705,983

 

 

2,684,290

 

 

2,078,502

 

 

2,957,921

 

 

4,359,851

 

 

6,157,935

 

 

(11,760,347

)

 

—  

 

 

(10,216,879

)

 

268,242

 

 

23,235,498

 

Income tax provision

 

 

1,972,491

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

339,565

 

 

—  

 

 

—  

 

 

2,312,056

 

 

 



 



 



 



 



 



 



 



 



 



 



 

NET INCOME (LOSS)

 

$

24,733,492

 

$

2,684,290

 

$

2,078,502

 

 

2,957,921

 

 

4,359,851

 

 

6,157,935

 

$

(11,760,347

)

$

(339,565

)

$

(10,216,879

)

$

268,242

 

$

20,923,442

 

 

 



 



 



 



 



 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calculation of Basic and Diluted EPS (J)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

20,923,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares

 

 

77,058,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings per Share

 

 

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 




Notes to Pro Forma Consolidated Statement of Operations
for the Period from January 1, 2006 to September 8, 2006

          The accompanying unaudited Pro Forma Consolidated Statement of Operations for the period from January 1, 2006 to September 8, 2006 is based on our Historical Consolidated Statement of Operations for the period from January 1, 2006 to September 8, 2006, adjusted to assume that the following occurred on January 1, 2006:

 

The acquisition of the following hotels for total consideration of:


Hotel

 

 

 

 


 

 

 

 

Chicago Marriott

 

$

310,416,000

 

Westin Atlanta North

 

 

61,506,000

 

Conrad Chicago

 

 

118,034,000

 

Renaissance Austin Hotel

 

 

108,778,000

 

Renaissance Waverly Hotel

 

 

130,775,000

 

 

 



 

Total

 

$

729,509,000

 

 

 



 


 

Interest on the $83 million mortgage debt related to the acquisition of the Renaissance Austin Hotel.

 

 

 

 

Interest on the $97 million mortgage debt related to the acquisition of the Renaissance Waverly Hotel.

 

 

 

 

The refinancing of the $23 million variable-rate mortgage debt on the Courtyard Manhattan / Fifth Avenue with $51 million of fixed-rate mortgage debt.

          In the opinion of our management, all material adjustments to reflect the effects of the preceding transactions have been made. The accompanying unaudited Pro Forma Consolidated Statement of Operations for the period from January 1, 2006 to September 8, 2006 is presented for illustrative purposes only and is not necessarily indicative of what the actual results of operations would have been had the transactions described above occurred on January 1, 2006, nor does it purport to represent our future results of operations.

          Notes and Management Assumptions:

 

E

Represents the adjustment to record historical revenues and operating expenses associated with the 2006 acquisitions of the following hotels:

 

 

 

 

 

 

Chicago Marriott

 

 

 

 

 

 

Westin Atlanta North

 

 

 

 

 

 

Conrad Chicago

 

 

 

 

 

 

Renaissance Austin Hotel

 

 

 

 

 

 

Renaissance Waverly Hotel

 

 

 

 

 

F

Reflects the adjustment to include the depreciation and amortization resulting from the 2006 hotel acquisitions as follows:


Hotel

 

 

 

 


 

 

 

 

Chicago Marriott

 

$

2,337,866

 

Westin Atlanta North

 

 

805,904

 

Conrad Chicago

 

 

2,666,258

 

Renaissance Austin Hotel

 

 

2,891,218

 

Renaissance Waverly Hotel

 

 

3,059,101

 

 

 



 

Total

 

$

11,760,347

 

 

 



 


 

G

Reflects the adjustment to our historical income tax provision to reflect the pro forma tax provision of our Taxable REIT Subsidiary assuming the TRS leases were in place as of January 1, 2006

 

 

 

 

H

Reflects the adjustment to include interest expense incurred for mortgage debt relating to the Chicago Marriott, the Renaissance Austin Hotel, the Renaissance Waverly Hotel and the unused facility fee under the $75 million senior secured credit facility.

 

 

 

 

I

Reflects the adjustment to reduce interest expense by $705,301 for interest of the senior secured credit facility that was repaid with the proceeds from the follow-on offering, by $165,873 for interest of the bridge loan for Chicago Marriott that was repaid with the proceeds form the follow-on offering and by $591,842 for interest and deferred financing cost amortization




 

 

of the $23 million variable rate Courtyard Manhattan / Fifth Avenue mortgage debt which was repaid in conjunction with the Courtyard Manhattan / Fifth Avenue refinancing. The adjustment was offset by $1,194,774 of interest expense on the $51 million fixed rate Courtyard Manhattan / Fifth Avenue mortgage debt which was entered in conjunction with the Courtyard Manhattan / Fifth Avenue refinancing.

 

 

 

 

J

The shares used in the basic and diluted earning per share calculation include the following:


Common shares outstanding at September 8, 2006

 

 

70,441,632

 

Unvested restricted shares held by management and employees

 

 

461,527

 

IPO share grants held by corporate officers

 

 

405,252

 

Shares issued in follow on offering

 

 

5,750,000

 

 

 



 

Total basic and diluted

 

 

77,058,411

 

 

 



 




DIAMONDROCK HOSPITALITY COMPANY

Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2005

 

 

Historical

 

K
Torrance

 

K
Vail
Marriott

 

K
Capital
Hotel
Investment
Portfolio

 

K
Oak Brook

 

K
Orlando
Airport
Marriott

 

K
Chicago
Marriott

 

K
Westin
Atlanta
North

 

 

 



 



 



 



 



 



 



 



 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

151,755,924

 

$

164,260

 

$

8,598,220

 

$

44,861,450

 

$

4,979,713

 

$

13,896,815

 

$

57,347,529

 

$

11,262,134

 

Food and beverage

 

 

63,261,282

 

 

79,212

 

 

2,826,256

 

 

24,759,444

 

 

6,778,277

 

 

7,327,578

 

 

24,673,633

 

 

6,655,719

 

Other

 

 

14,433,057

 

 

6,092

 

 

1,314,107

 

 

4,535,714

 

 

1,951,152

 

 

652,722

 

 

2,823,771

 

 

736,579

 

 

 



 



 



 



 



 



 



 



 

Total revenues

 

 

229,450,263

 

 

249,564

 

 

12,738,583

 

 

74,156,608

 

 

13,709,142

 

 

21,877,115

 

 

84,844,933

 

 

18,654,432

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

 

37,432,635

 

 

41,899

 

 

1,688,374

 

 

10,003,296

 

 

1,428,403

 

 

3,254,493

 

 

13,726,458

 

 

2,767,190

 

Food and beverage

 

 

47,281,237

 

 

54,368

 

 

2,260,744

 

 

17,308,279

 

 

3,561,517

 

 

4,476,504

 

 

15,179,962

 

 

4,186,295

 

Management fees and other hotel expenses

 

 

96,555,386

 

 

90,156

 

 

4,252,765

 

 

25,446,651

 

 

6,510,083

 

 

7,049,898

 

 

34,969,034

 

 

6,817,000

 

Depreciation and amortization

 

 

27,590,234

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

Corporate expenses

 

 

13,461,528

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

 



 



 



 



 



 



 



 



 

Total operating expenses

 

 

222,321,020

 

 

186,423

 

 

8,201,883

 

 

52,758,226

 

 

11,500,003

 

 

14,780,895

 

 

63,875,454

 

 

13,770,485

 

 

 



 



 



 



 



 



 



 



 

OPERATING PROFIT

 

 

7,129,243

 

 

63,141

 

 

4,536,700

 

 

21,398,382

 

 

2,209,139

 

 

7,096,220

 

 

20,969,479

 

 

4,883,947

 

OTHER EXPENSES (INCOME)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(1,548,635

)

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

Interest expense.

 

 

17,367,079

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

 



 



 



 



 



 



 



 



 

Total other expenses (income)

 

 

15,818,444

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

(8,689,201

)

 

63,141

 

 

4,536,700

 

 

21,398,382

 

 

2,209,139

 

 

7,096,220

 

 

20,969,479

 

 

4,883,947

 

Income tax (benefit) provision

 

 

(1,353,261

)

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

 



 



 



 



 



 



 



 



 

NET INCOME (LOSS)

 

$

(7,335,940

)

$

63,141

 

$

4,536,700

 

$

21,398,382

 

$

2,209,139

 

$

7,096,220

 

$

20,969,479

 

$

4,883,947

 

 

 



 



 



 



 



 



 



 



 


 

 

K
Conrad
Chicago

 

K
Renaissance
Austin

 

K
Renaissance
Waverly

 

L
Depreciation
Adjustment

 

M
TRS
Income
Taxes

 

N
Mortgage Debt
Interest
Expense

 

O
Repaid /
Refinanced
Mortgage
Debt
Interest
Expense

 

Pro Forma

 

 

 



 



 



 



 



 



 



 



 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

15,977,000

 

$

15,890,935

 

$

16,871,905

 

$

—  

 

$

—  

 

$

—  

 

$

—  

 

$

341,605,885

 

Food and beverage

 

 

5,112,000

 

 

11,777,117

 

 

15,493,603

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

168,744,121

 

Other

 

 

967,000

 

 

524,129

 

 

1,027,943

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

28,972,266

 

 

 



 



 



 



 



 



 



 



 

Total revenues

 

 

22,056,000

 

 

28,192,181

 

 

33,393,451

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

539,322,272

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

 

3,894,000

 

 

4,023,103

 

 

4,072,691

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

82,332,542

 

Food and beverage

 

 

4,173,000

 

 

7,654,792

 

 

9,892,037

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

116,028,735

 

Management fees and other hotel expenses

 

 

7,465,000

 

 

11,398,644

 

 

11,833,664

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

212,388,281

 

Depreciation and amortization

 

 

—  

 

 

—  

 

 

—  

 

 

36,935,313

 

 

—  

 

 

—  

 

 

—  

 

 

64,525,547

 

Corporate expenses

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

13,461,528

 

 

 



 



 



 



 



 



 



 



 

Total operating expenses

 

 

15,532,000

 

 

23,076,539

 

 

25,798,392

 

 

36,935,313

 

 

—  

 

 

—  

 

 

—  

 

 

488,736,633

 

 

 



 



 



 



 



 



 



 



 

OPERATING PROFIT

 

 

6,524,000

 

 

5,115,642

 

 

7,595,059

 

 

(36,935,313

)

 

—  

 

 

—  

 

 

—  

 

 

50,585,639

 

OTHER EXPENSES (INCOME)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

(1,548,635

)

Interest expense.

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

32,304,460

 

 

(550,233

)

 

49,121,306

 

 

 



 



 



 



 



 



 



 



 

Total other expenses (income)

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

32,304,460

 

 

(550,233

)

 

47,572,671

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

6,524,000

 

 

5,115,642

 

 

7,595,059

 

 

(36,935,313

)

 

—  

 

 

(32,304,460

)

 

550,233

 

 

3,012,968

 

Income tax (benefit) provision

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

1,308,288

 

 

—  

 

 

—  

 

 

(44,973

)

 

 



 



 



 



 



 



 



 



 

NET INCOME (LOSS)

 

$

6,524,000

 

$

5,115,642

 

$

7,595,059

 

$

(36,935,313

)

$

(1,308,288

)

$

(32,304,460

)

$

550,233

 

$

3,057,941

 

 

 



 



 



 



 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calculation of Basic and Diluted EPS (P)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

3,057,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares

 

 

77,058,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Earnings per Share

 

$

0.04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 




Notes to Unaudited Pro Forma Consolidated Statement of Operations
For The Year Ended December 31, 2005

          The accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005 is based on our Historical Consolidated Statement of Operations for the year ended December 31, 2005, adjusted to assume that the following occurred on January 1, 2005:

 

The acquisition of the following hotels for total consideration of:


Hotel

 

 

 

 


 

 

 

 

Torrance Marriott

 

$

72,015,000

 

Vail Marriott

 

 

64,930,000

 

Capital Hotel Investment Portfolio

 

 

314,866,000

 

Oak Brook Hills Marriott Resort

 

 

65,747,000

 

Orlando Airport Marriott

 

 

71,604,000

 

Chicago Marriott

 

 

310,416,000

 

Westin Atlanta North

 

 

61,506,000

 

Conrad Chicago

 

 

118,034,000

 

Renaissance Austin Hotel

 

 

108,778,000

 

Renaissance Waverly Hotel

 

 

130,775,000

 

 

 



 

Total

 

$

1,318,671,000

 

 

 



 


 

Repayment of approximately $44 million of mortgage debt related to the Torrance Marriott and $20 million of mortgage debt relating to the Lodge at Sonoma, a Renaissance Resort & Spa.

 

 

 

 

Interest on the $62.5 million mortgage debt related to the Frenchman’s Reef & Morning Star Marriott Beach Resort.

 

 

 

 

Interest on the $82.6 million mortgage debt related to the Marriott Los Angeles Airport and $57.4 million mortgage debt on the Renaissance Worthington Hotel.

 

 

 

 

Interest on the $59 million mortgage debt on the Orlando Airport Marriott.

 

 

 

 

Repayment of the $12.0 million outstanding as of December 31, 2005 on the senior secured credit facility with proceeds from the follow-on offering.

 

 

 

 

Interest on the $220 million mortgage debt related to the acquisition of the Chicago Marriott.

 

 

 

 

Interest on the $83 million mortgage debt related to the acquisition of the Renaissance Austin Hotel.

 

 

 

 

Interest on the $97 million mortgage debt related to the acquisition of the Renaissance Waverly Hotel.

 

 

 

 

The refinancing of the $23 million variable-rate mortgage debt on the Courtyard Manhattan / Fifth Avenue with $51 million of fixed-rate mortgage debt.

          In the opinion of our management, all material adjustments to reflect the effects of the preceding transactions have been made. The accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005 is presented for illustrative purposes only and is not necessarily indicative of what the actual results of operations would have been had the transactions described above occurred on January 1, 2005, nor does it purport to represent our future results of operations. The accompanying pro forma statement of operations for the year ended December 31, 2005 excludes the pre-acquisition operating results of the SpringHill Suites Atlanta Buckhead since it was opened on July 1, 2005 and has no historical operating results.

Notes and Management Assumptions:

 

K

Represents the adjustment to record historical revenues and operating expenses associated with the 2006 and 2005 acquisitions of the following hotels:

 

 

 

 

 

Torrance Marriott

 

 

 

 

 

 

Vail Marriott




 

 

Capital Hotel Investment Portfolio

 

 

 

 

 

 

Oak Brook Hills Marriott Resort

 

 

 

 

 

 

Orlando Airport Marriott

 

 

 

 

 

 

Chicago Marriott

 

 

 

 

 

 

Westin Atlanta North

 

 

 

 

 

 

Conrad Chicago

 

 

 

 

 

 

Renaissance Austin Hotel

 

 

 

 

 

 

Renaissance Waverly Hotel

 

 

 

 

 

L

Reflects the adjustment to include the depreciation and amortization resulting from the 2006 and 2005 hotel acquisitions as follows:


Hotel

 

 

 

 


 

 

 

 

Torrance Marriott

 

$

51,663

 

Vail Marriott

 

 

1,108,399

 

Capital Hotel Investment Portfolio

 

 

4,979,981

 

Oak Brook Hills Marriott Resort

 

 

1,934,359

 

Orlando Airport Marriott

 

 

4,170,057

 

Chicago Marriott

 

 

10,129,400

 

Westin Atlanta North

 

 

2,411,444

 

Conrad Chicago

 

 

3,555,010

 

Renaissance Austin Hotel

 

 

4,176,250

 

Renaissance Waverly Hotel

 

 

4,418,750

 

 

 



 

Total

 

$

36,935,313

 

 

 



 


 

M

Reflects the adjustment to our historical income tax provision to reflect the pro forma tax provision of our Taxable REIT Subsidiary assuming we had elected REIT status and the TRS leases were in place as of January 1, 2005. Our Taxable REIT Subsidiary’s pro forma pre-tax loss was $4.4 million for the year ended December 31, 2005. The pro forma income tax provision was calculated using our Taxable REIT Subsidiary’s historical effective income tax rate. The pro forma income tax provision includes the $1.4 million income tax charge as a result of our REIT election in 2005 that is reflected in the historical financial statements.

 

 

 

 

N

Reflects the adjustment to include interest expense incurred for mortgage debt relating to the Capital Hotel Investment Portfolio, the Frenchman’s Reef & Morning Star Marriott Beach Resort, the Orlando Airport Marriott, the Chicago Marriott, the Renaissance Austin Hotel and the Renaissance Waverly Hotel.  The adjustment also includes the unused facility fee on the $75 million senior secured credit facility.

 

 

 

 

O

Reflects the adjustment to reduce interest expense by $1,594,190 for interest and deferred financing cost amortization of the mortgage debt related to the Torrance Marriott, which was repaid with the proceeds of our initial public offering, by $691,837 for interest and deferred financing cost amortization of the mortgage debt related to the Lodge at Sonoma, a Renaissance Resort & Spa which was repaid with the proceeds of our initial public offering, offset by an increase of interest expense by $1,872,795 relating to the refinancing of the Courtyard Fifth Avenue mortgage debt. The Courtyard Manhattan / Fifth Avenue adjustment consists of (a) $3,421,183 of interest expense and deferred financing cost amortization on the $51 million fixed rate mortgage debt, less (b) $1,548,388 of interest expense and deferred financing cost amortization recorded in the historical financial statements related to the $23 million variable rate mortgage debt. Adjustment also reflects the $137,000 reduction of interest expense included in the historical financial statements related to the $12 million draws under the senior secured credit facility that were repaid with proceeds from the follow-on offering.




 

P

The shares used in the basic and diluted earning per share calculation include the following:


Common shares outstanding at September 8, 2006

 

 

70,441,632

 

Shares issued in follow-on offering

 

 

5,750,000

 

Unvested restricted shares held by management and employees

 

 

461,527

 

IPO share grants held by corporate officers

 

 

405,252

 

 

 



 

Total basic and diluted

 

 

77,058,411

 

 

 



 




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

 

 

 

 

 

 

Date: December 21, 2006

By:

/s/ Michael D. Schecter

 

 


 

 

Michael D. Schecter

 

 

General Counsel and Secretary




EXHIBIT INDEX

Exhibit No.

 

Description


 


23.1

 

Consent of KPMG LLP