Exhibit 99.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma financial information is presented as a result of the acquisition of a 65% interest in the entity that owns the InterContinental Hotel in Prague, Czech Republic (the InterContinental Prague Hotel) and gives effect to the following transactions (a) the acquisition of an interest in two joint ventures which own the Chicago and Miami InterContinental hotels on April 1, 2005, (b) the acquisition of the Four Seasons Washington D.C. on March 1, 2006, (c) the acquisition of the Westin St. Francis San Francisco Hotel on June 1, 2006, (d) the acquisition of the Ritz-Carlton Laguna Niguel on July 7, 2006, (e) the acquisition of a 65% interest in the InterContinental Prague Hotel on August 3, 2006, (f) the disposition of the Marriott Rancho Las Palmas Resort on July 14, 2006, (g) the disposition of the Burbank Airport Hilton & Convention Center on September 7, 2006 (h) a July 2006 mortgage loan, (i) our March 2005; January and May 2006 preferred stock offerings, and (j) our January and May 2006 common stock offerings.
The historical financial information as of June 30, 2006 and for the six months then ended has been derived from our unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 and the historical financial information for the year ended December 31, 2005 has been derived from our audited financial statements included in our Annual Report on Form 10-K/A for the year ended December 31, 2005.
The unaudited pro forma balance sheet data as of June 30, 2006 is presented as if the transactions described above had occurred on June 30, 2006. The unaudited pro forma statement of operations data for the six months ended June 30, 2006 and for the year ended December 31, 2005 are presented as if the transactions described above had occurred on January 1, 2005.
The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would actually have been if the transactions had in fact occurred on the earlier date discussed above. It also does not project or forecast our consolidated results of operations for any future date or period.
1
Strategic Hotels & Resorts, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
June 30, 2006
(in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Strategic Hotels & Resorts, Inc. Historical Consolidated | | | Previously Filed Pro Forma Information (1) | | | Strategic Hotels & Resorts, Inc. Pro Forma | | | InterContinental Prague Historical | | | Pro Forma Adjustments | | | Strategic Hotels & Resorts, Inc. Pro Forma Consolidated | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Property and equipment | | $ | 1,849,541 | | | $ | 213,371 | | | $ | 2,062,912 | | | $ | 187,818 | | | $ | (122,082 | )(2a) | | $ | 2,205,154 | |
| | | | | | | | | | | | | | | | | | | 76,506 | (2b) | | | | |
Less accumulated depreciation | | | (236,145 | ) | | | 13,662 | | | | (222,483 | ) | | | (90,424 | ) | | | 58,776 | (2a) | | | (254,131 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Net property and equipment | | | 1,613,396 | | | | 227,033 | | | | 1,840,429 | | | | 97,394 | | | | 13,200 | | | | 1,951,023 | |
| | | | | | |
Goodwill | | | 163,175 | | | | 61,333 | | | | 224,508 | | | | 33,442 | | | | (21,737 | )(2a) | | | 295,165 | |
| | | | | | | | | | | | | | | | | | | 58,952 | (2b) | | | | |
Intangible assets | | | 4,761 | | | | 2,100 | | | | 6,861 | | | | | | | | | | | | 6,861 | |
Assets held for sale | | | 46,602 | | | | (46,602 | ) | | | — | | | | | | | | | | | | — | |
Investment in joint ventures | | | 89,247 | | | | | | | | 89,247 | | | | | | | | (15,459 | )(2c) | | | 73,788 | |
Cash and cash equivalents | | | 153,915 | | | | 15,788 | | | | 169,703 | | | | 11,864 | | | | 75,852 | (2d) | | | 181,567 | |
| | | | | | | | | | | | | | | | | | | (75,852 | )(2d) | | | | |
Restricted cash and cash equivalents | | | 22,257 | | | | | | | | 22,257 | | | | 7,248 | | | | | | | | 29,505 | |
Accounts receivable, net | | | 49,176 | | | | 6,648 | | | | 55,824 | | | | 3,351 | | | | | | | | 59,175 | |
Deferred financing costs, net | | | 7,666 | | | | 841 | | | | 8,507 | | | | 52 | | | | | | | | 8,559 | |
Other assets | | | 111,041 | | | | 1,003 | | | | 112,044 | | | | 2,202 | | | | | | | | 114,246 | |
Insurance recoveries receivable | | | 12,702 | | | | | | | | 12,702 | | | | | | | | | | | | 12,702 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total assets | | $ | 2,273,938 | | | $ | 268,144 | | | $ | 2,542,082 | | | $ | 155,553 | | | $ | 34,956 | | | $ | 2,732,591 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgages and other debt payable | | $ | 699,413 | | | $ | 187,044 | | | $ | 886,457 | | | $ | 87,397 | | | $ | — | | | $ | 973,854 | |
Bank credit facility | | | — | | | | | | | | — | | | | | | | | 75,852 | (2d) | | | 75,852 | |
Liabilities of assets held for sale | | | 18,508 | | | | (18,508 | ) | | | — | | | | | | | | | | | | — | |
Accounts payable and accrued expenses | | | 135,967 | | | | 9,803 | | | | 145,770 | | | | 24,117 | | | | 1,345 | (2e) | | | 171,232 | |
Distributions payable | | | 19,115 | | | | | | | | 19,115 | | | | | | | | | | | | 19,115 | |
Deferred gain on sale of hotels | | | 106,574 | | | | | | | | 106,574 | | | | | | | | | | | | 106,574 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 979,577 | | | | 178,339 | | | | 1,157,916 | | | | 111,514 | | | | 77,197 | | | | 1,346,627 | |
| | | | | | |
Minority interests in SHR’s operating partnership | | | 13,289 | | | | 1,290 | | | | 14,579 | | | | | | | | | | | | 14,579 | |
Minority interests in consolidated hotel joint ventures | | | 10,494 | | | | | | | | 10,494 | | | | 1,798 | | | | | | | | 12,292 | |
| | | | | | |
Shareholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | |
8.5% Series A Cumulative Redeemable Preferred Shares | | | 97,553 | | | | | | | | 97,553 | | | | | | | | | | | | 97,553 | |
8.25% Series B Cumulative Redeemable Preferred Shares | | | 110,878 | | | | | | | | 110,878 | | | | | | | | | | | | 110,878 | |
8.25% Series C Cumulative Redeemable Preferred Shares | | | 138,472 | | | | | | | | 138,472 | | | | | | | | | | | | 138,472 | |
Common shares | | | 753 | | | | | | | | 753 | | | | 20 | | | | (20 | )(2f) | | | 753 | |
Additional paid-in capital | | | 1,220,689 | | | | (1,290 | ) | | | 1,219,399 | | | | 24,350 | | | | (24,350 | )(2f) | | | 1,219,399 | |
Accumulated (deficit) earnings | | | (221,708 | ) | | | 89,805 | | | | (131,903 | ) | | | 751 | | | | (751 | )(2f) | | | (131,903 | ) |
Accumulated distributions | | | (93,996 | ) | | | | | | | (93,996 | ) | | | | | | | | | | | (93,996 | ) |
Accumulated other comprehensive income | | | 17,937 | | | | | | | | 17,937 | | | | 17,120 | | | | (17,120 | )(2f) | | | 17,937 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 1,270,578 | | | | 88,515 | | | | 1,359,093 | | | | 42,241 | | | | (42,241 | ) | | | 1,359,093 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 2,273,938 | | | $ | 268,144 | | | $ | 2,542,082 | | | $ | 155,553 | | | $ | 34,956 | | | $ | 2,732,591 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
2
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2006
1. | Previously Filed Pro Forma Information – The pro forma adjustments filed on our September 20, 2006 Form 8-K/A were made to account for the following transactions: |
| a) | On July 14, 2006 we sold the Marriott Rancho Las Palmas Resort for $56.0 million. |
| b) | On September 7, 2006 we sold the Burbank Airport Hilton & Convention Center for $125.0 million. |
| c) | On July 7, 2006 we purchased the Ritz-Carlton Laguna Niguel hotel for $330.0 million plus assumed debt of $8.6 million. We used cash on hand, which included proceeds raised from common and preferred stock offerings and mortgage debt proceeds described below to acquire this property. |
| d) | On July 6, 2006 we entered into a mortgage loan with Metropolitan Life Insurance Company. The principal amount of the loan is $220.0 million and the loan accrues interest at LIBOR plus 0.70%. The loan is secured by, among other things, the Westin St. Francis hotel. Proceeds from the loan were used to partially fund the acquisition of the Ritz-Carlton Laguna Niguel hotel. |
2. | InterContinental Prague Hotel Historical and Pro Forma Adjustments– On August 3, 2006 we purchased a 65% interest in the entity that owns the InterContinental Prague Hotel for $68.8 million plus assumed debt of $56.5 million. We used borrowings under our bank credit facility to acquire this property. |
The total estimated consideration as shown in the table below is allocated to the assets and liabilities of the InterContinental Hotel as if the transaction had occurred on June 30, 2006.
| | | | |
| | (in thousands) | |
Total purchase price: | | | | |
Cash consideration | | $ | 75,852 | |
| |
Preliminary allocation of purchase price: | | | | |
Fair value of property and equipment | | | 76,506 | |
Goodwill | | | 58,952 | |
Historical value of cash and cash equivalents acquired | | | 7,712 | |
Historical value of restricted cash and cash equivalents acquired | | | 4,711 | |
Historical value of accounts receivable acquired | | | 2,178 | |
Historical value of other assets acquired | | | 1,465 | |
Historical value of minority interests in consolidated hotel joint ventures | | | (1,169 | ) |
Mortgage debt assumed | | | (56,808 | ) |
Deferred tax liability | | | (3,168 | ) |
Historical value of accounts payable and accrued expenses assumed | | | (14,527 | ) |
| | | | |
| | $ | 75,852 | |
The following pro forma adjustments were made to account for this acquisition and minority interest for all pro forma activity:
| a) | Reflects the elimination of 65% of the InterContinental Prague Hotel’s historical account balances. |
| b) | Reflects the fair value of assets acquired. |
| c) | Reflects the $15.5 million elimination of the investment in the joint venture. |
| d) | Reflects the estimated $75.9 million of borrowings under the bank credit facility and cash paid to fund the transaction. |
| e) | Reflects the additional $3.2 million of deferred tax liability related to the step up of the assets to fair value less $1.9 million of note payable and accrued interest purchased from the former shareholder. |
| f) | Reflects the elimination of the InterContinental Prague Hotel’s historical account balances. |
3
Strategic Hotels & Resorts, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2006
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Strategic Hotels & Resorts, Inc. Historical Consolidated | | | Previously Filed Pro Forma Information (1) | | | Strategic Hotels & Resorts, Inc. Pro Forma | | | InterContinental Prague Historical | | | Pro Forma Adjustments | | | Strategic Hotels & Resorts, Inc. Pro Forma Consolidated | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms | | $ | 159,419 | | | $ | 38,091 | | | $ | 197,510 | | | $ | 10,815 | | | $ | — | | | $ | 208,325 | |
Food and beverage | | | 96,468 | | | | 31,684 | | | | 128,152 | | | | 4,283 | | | | | | | | 132,435 | |
Other hotel operating revenue | | | 27,391 | | | | 8,781 | | | | 36,172 | | | | 2,449 | | | | | | | | 38,621 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 283,278 | | | | 78,556 | | | | 361,834 | | | | 17,547 | | | | — | | | | 379,381 | |
Lease revenue | | | 7,769 | | | | — | | | | 7,769 | | | | | | | | | | | | 7,769 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 291,047 | | | | 78,556 | | | | 369,603 | | | | 17,547 | | | | — | | | | 387,150 | |
| | | | | | |
Operating Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms | | | 37,970 | | | | 12,302 | | | | 50,272 | | | | 1,825 | | | | | | | | 52,097 | |
Food and beverage | | | 66,142 | | | | 24,656 | | | | 90,798 | | | | 2,702 | | | | | | | | 93,500 | |
Other departmental expenses | | | 72,353 | | | | 11,364 | | | | 83,717 | | | | 2,924 | | | | | | | | 86,641 | |
Management fees | | | 9,093 | | | | 4,338 | | | | 13,431 | | | | 723 | | | | (360 | )(2a) | | | 13,794 | |
Other hotel expenses | | | 18,281 | | | | 11,398 | | | | 29,679 | | | | 1,989 | | | | | | | | 31,668 | |
Lease expense | | | 6,619 | | | | | | | | 6,619 | | | | | | | | | | | | 6,619 | |
Depreciation and amortization | | | 29,228 | | | | 11,033 | | | | 40,261 | | | | 2,889 | | | | (278 | )(2b) | | | 42,872 | |
Corporate expenses | | | 12,589 | | | | | | | | 12,589 | | | | | | | | | | | | 12,589 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 252,275 | | | | 75,091 | | | | 327,366 | | | | 13,052 | | | | (638 | ) | | | 339,780 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 38,772 | | | | 3,465 | | | | 42,237 | | | | 4,495 | | | | 638 | | | | 47,370 | |
| | | | | | |
Interest expense | | | (15,358 | ) | | | (5,463 | ) | | | (20,821 | ) | | | (2,082 | ) | | | (2,355 | )(2c) | | | (25,258 | ) |
| | | | | | |
Interest income | | | 2,476 | | | | (55 | ) | | | 2,421 | | | | 121 | | | | | | | | 2,542 | |
Equity in losses of joint ventures | | | (947 | ) | | | | | | | (947 | ) | | | | | | | (180 | )(2d) | | | (1,127 | ) |
Gain on sale of assets | | | — | | | | 753 | | | | 753 | | | | | | | | | | | | 753 | |
Other income, net | | | 2,677 | | | | | | | | 2,677 | | | | (1,950 | ) | | | (234 | )(2e) | | | 493 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes and minority interest | | | 27,620 | | | | (1,300 | ) | | | 26,320 | | | | 584 | | | | (2,131 | ) | | | 24,773 | |
Income tax expense | | | (2,871 | ) | | | | | | | (2,871 | ) | | | (756 | ) | | | | | | | (3,627 | ) |
Minority interest expense in SHR’s operating partnership | | | (632 | ) | | | 77 | | | | (555 | ) | | | | | | | 61 | (2f) | | | (494 | ) |
Minority interest expense in consolidated hotel joint ventures | | | (789 | ) | | | | | | | (789 | ) | | | | | | | | | | | (789 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 23,328 | | | $ | (1,223 | ) | | $ | 22,105 | | | $ | (172 | ) | | $ | (2,070 | ) | | $ | 19,863 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Income from continuing operations applicable to common shareholders per share: | |
| | | | | | |
Basic: | | $ | 0.23 | | | | | | | | | | | | | | | | | | | $ | 0.07 | (5) |
Diluted: | | $ | 0.23 | | | | | | | | | | | | | | | | | | | $ | 0.07 | (5) |
4
Notes to Unaudited Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2006
1. | Previously Filed Pro Forma Information – The pro forma adjustments filed on our September 20, 2006 Form 8-K/A were made to account for the following transactions: |
| a) | On March 1, 2006 we purchased the Four Seasons Washington D.C. hotel. We used proceeds from common and preferred stock offerings to acquire this property. |
| b) | On June 1, 2006 we purchased the Westin St. Francis hotel. We used proceeds from common and preferred stock offerings to acquire this property. |
| c) | On September 7, 2006 we sold the Burbank Airport Hilton & Convention Center. |
| d) | On July 7, 2006 we purchased the Ritz-Carlton Laguna Niguel hotel. We used proceeds from common and preferred stock offerings and mortgage debt proceeds to acquire this property. |
| e) | On July 6, 2006 we entered into a mortgage loan with Metropolitan Life Insurance Company. The principal amount of the loan is $220.0 million and the loan accrues interest at LIBOR plus 0.70%. The loan is secured by, among other things, the Westin St. Francis hotel. Proceeds from the loan were used to partially fund the acquisition of the Ritz-Carlton Laguna Niguel. |
2. | InterContinental Prague Hotel Historical and Pro Forma Adjustments –On August 3, 2006 we purchased a 65% interest in the InterContinental Prague Hotel for $68.8 million plus assumed debt of $56.5 million. We used borrowings under our bank credit facility to acquire this property. The following pro forma adjustments were made to account for this acquisition and all pro forma activity: |
| a) | Reflects the $0.4 million elimination of InterContinental Prague’s historical asset management fee expense. |
| b) | Reflects a $0.3 million incremental decrease from historical depreciation and amortization expense, based on the carrying value of the acquired assets adjusted for purchase accounting. |
| c) | Reflects a $2.4 million incremental increase from historical interest expense related to the $75.9 million of revolver debt used to acquire the hotel and related working capital. We used a weighted average LIBOR rate of 4.71% plus the designated spread to calculate interest expense for the additional revolver debt. |
| d) | Reflects the $0.2 million elimination of equity in earnings of joint venture. |
| e) | Reflects the $0.2 million elimination of the Company’s historical asset management fee income from the InterContinental Prague. |
| f) | Reflects the $61,000 adjustment for minority interest to give effect to the weighted average 2.64% interest in the operating partnership owned by others. |
3. | Income From Continuing Operations Applicable to Common Shareholders Per Share Calculation –The following table calculates the pro forma weighted average basic and diluted income from continuing operations applicable to common shareholders per share: |
| | | | | | | | |
| | (In thousands except per share amounts) | |
| | Basic | | | Diluted | |
Historical basic and diluted weighted average shares outstanding for the six months ended June 30, 2006 | | | 60,750 | | | | 60,950 | |
Pro forma impact of common stock offerings | | | 14,030 | | | | 14,030 | |
| | | | | | | | |
Pro forma basic and diluted weighted average shares outstanding for the six months ended June 30, 2006 | | | 74,780 | | | | 74,980 | |
| | | | | | | | |
Pro forma income from continuing operations for the six months ended June 30, 2006 | | $ | 19,863 | | | $ | 19,863 | |
Historical preferred shareholder dividends | | | (9,620 | ) | | | (9,620 | ) |
Pro forma Series B Preferred shareholder dividend | | | (791 | ) | | | (791 | ) |
Pro forma Series C Preferred shareholder dividend | | | (4,513 | ) | | | (4,513 | ) |
| | | | | | | | |
Pro forma income from continuing operations applicable to common shareholders for the six months ended June 30, 2006 | | $ | 4,939 | | | $ | 4,939 | |
| | | | | | | | |
Pro forma income from continuing operations applicable to common shareholders per share for the six months ended June 30, 2006 – basic and diluted | | $ | 0.07 | | | $ | 0.07 | |
5
Strategic Hotels & Resorts, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2005
(in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Strategic Hotels & Resorts, Inc. Historical Consolidated | | | Previously Filed Pro Forma Information (1) | | | Strategic Hotels & Resorts, Inc. Pro Forma | | | InterContinental Prague Historical | | | Pro Forma Adjustments | | | Strategic Hotels & Resorts, Inc. Pro Forma Consolidated | |
Revenues: | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms | | $ | 257,628 | | | $ | 83,292 | | | $ | 340,920 | | | $ | 21,672 | | | $ | — | | | $ | 362,592 | |
Food and beverage | | | 164,838 | | | | 64,911 | | | | 229,749 | | | | 7,937 | | | | | | | | 237,686 | |
Other hotel operating revenue | | | 53,492 | | | | 20,064 | | | | 73,556 | | | | 3,922 | | | | | | | | 77,478 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | 475,958 | | | | 168,267 | | | | 644,225 | | | | 33,531 | | | | — | | | | 677,756 | |
Lease revenue | | | 16,787 | | | | | | | | 16,787 | | | | | | | | | | | | 16,787 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues | | | 492,745 | | | | 168,267 | | | | 661,012 | | | | 33,531 | | | | — | | | | 694,543 | |
| | | | | | |
Operating Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | |
Rooms | | | 62,730 | | | | 29,199 | | | | 91,929 | | | | 3,628 | | | | | | | | 95,557 | |
Food and beverage | | | 116,493 | | | | 52,027 | | | | 168,520 | | | | 5,049 | | | | | | | | 173,569 | |
Other departmental expenses | | | 136,559 | | | | 14,846 | | | | 151,405 | | | | 5,547 | | | | | | | | 156,952 | |
Management fees | | | 15,033 | | | | 10,727 | | | | 25,760 | | | | 1,618 | | | | (871 | )(2a) | | | 26,507 | |
Other hotel expenses | | | 29,089 | | | | 38,823 | | | | 67,912 | | | | 4,141 | | | | | | | | 72,053 | |
Lease expense | | | 13,178 | | | | | | | | 13,178 | | | | | | | | | | | | 13,178 | |
Depreciation and amortization | | | 49,824 | | | | 28,312 | | | | 78,136 | | | | 6,139 | | | | (917 | )(2b) | | | 83,358 | |
Corporate expenses | | | 21,023 | | | | | | | | 21,023 | | | | | | | | | | | | 21,023 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total operating costs and expenses | | | 443,929 | | | | 173,934 | | | | 617,863 | | | | 26,122 | | | | (1,788 | ) | | | 642,197 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Operating income | | | 48,816 | | | | (5,667 | ) | | | 43,149 | | | | 7,409 | | | | 1,788 | | | | 52,346 | |
| | | | | | |
Interest expense | | | (36,142 | ) | | | (8,006 | ) | | | (44,148 | ) | | | (3,945 | ) | | | (3,761 | )(2c) | | | (51,854 | ) |
| | | | | | |
Interest income | | | 2,117 | | | | (112 | ) | | | 2,005 | | | | 48 | | | | | | | | 2,053 | |
Gain on sale of assets | | | — | | | | 356 | | | | 356 | | | | | | | | | | | | 356 | |
Loss on early extinguishment of debt | | | (7,572 | ) | | | 1,032 | | | | (6,540 | ) | | | | | | | | | | | (6,540 | ) |
Other income, net | | | 8,359 | | | | | | | | 8,359 | | | | 6,391 | | | | (3,497 | )(2d) | | | 11,253 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes and minority interest | | | 15,578 | | | | (12,397 | ) | | | 3,181 | | | | 9,903 | | | | (5,470 | ) | | | 7,614 | |
Income tax expense | | | (1,298 | ) | | | (592 | ) | | | (1,890 | ) | | | (2,203 | ) | | | | | | | (4,093 | ) |
Minority interests | | | (3,508 | ) | | | 2,307 | | | | (1,201 | ) | | | 1 | | | | (340 | )(2e) | | | (1,540 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | $ | 10,772 | | | $ | (10,682 | ) | | $ | 90 | | | $ | 7,701 | | | $ | (5,810 | ) | | $ | 1,981 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
|
Income (loss) from continuing operations applicable to common shareholders per share: | |
| | | | | | |
Basic: | | $ | 0.11 | | | | | | | | | | | | | | | | | | | $ | (0.47 | )(3) |
Diluted: | | $ | 0.11 | | | | | | | | | | | | | | | | | | | $ | (0.47 | )(3) |
6
Notes to Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2005
1. | Previously Filed Pro Forma Information – The pro forma adjustments filed on our September 20, 2006 Form 8-K/A were made to account for the following transactions: |
| a) | We entered into partnership agreements with InterContinental Hotels Group (the Ventures) and on April 1, 2005 we purchased an 85% controlling interest in the Ventures which own the InterContinental hotels in Chicago and Miami. In connection with this transaction, the Ventures obtained $202.0 million of debt financing. |
| b) | On March 1, 2006 we purchased the Four Seasons Washington D.C. hotel. We used proceeds from common and preferred stock offerings to acquire this property. |
| c) | On June 1, 2006 we purchased the Westin St. Francis hotel. We used proceeds from common and preferred stock offerings to acquire this property. |
| d) | On July 14, 2006 we sold the Marriott Rancho Las Palmas Resort. |
| e) | On September 7, 2006 we sold the Burbank Airport Hilton & Convention Center. |
| f) | On July 7, 2006 we purchased the Ritz-Carlton Laguna Niguel hotel. We used proceeds from common and preferred stock offerings and mortgage debt proceeds to acquire this property. |
| g) | On July 6, 2006 we entered into a mortgage loan with Metropolitan Life Insurance Company. The principal amount of the loan is $220.0 million and the loan accrues interest at LIBOR plus 0.70%. The loan is secured by, among other things, the Westin St. Francis hotel. Proceeds from the loan were used to partially fund the acquisition of the Ritz-Carlton Laguna Niguel. |
2. | InterContinental Prague Hotel Historical and Pro Forma Adjustments – On August 3, 2006 we purchased a 65% interest in the InterContinental Prague Hotel for $68.8 million plus assumed debt of $56.5 million. We used borrowings under our bank credit facility to acquire this property. The following pro forma adjustments were made to account for this acquisition and minority interest for all pro forma activity: |
| a) | Reflects the $0.9 million elimination of InterContinental Prague’s historical asset management fee expense. |
| b) | Reflects a $0.9 million incremental decrease from historical depreciation and amortization expense, based on the carrying value of the acquired assets adjusted for purchase accounting. |
| c) | Reflects a $3.8 million incremental increase from historical interest expense related to the $75.9 million of revolver debt used to acquire the hotel and related working capital. We used a weighted average LIBOR rate of 3.46% plus the designated spread to calculate interest expense for the additional revolver debt. |
| d) | Reflects the $3.5 million elimination of equity in earnings of joint venture and the Company’s historical asset management fee income from the InterContinental Prague. |
| e) | Reflects the $0.3 million adjustment for minority interest to give effect to the weighted average 15.26% interest in the operating partnership owned by others. |
3. | Loss From Continuing Operations Applicable to Common Shareholders Per Share Calculation –The following table calculates the pro forma weighted average basic and diluted loss from continuing operations applicable to common shareholders per share: |
| | | | | | | | |
| | (In thousands except per share amounts) | |
| | Basic | | | Diluted | |
Historical basic and diluted weighted average shares outstanding for the year ended December 31, 2005 | | | 35,376 | | | | 35,577 | |
Pro forma impact of common stock offerings | | | 24,100 | | | | 24,100 | |
Restricted stock units no longer dilutive under pro forma loss from continuing operations | | | — | | | | (201 | ) |
| | | | | | | | |
Pro forma basic and diluted weighted average shares outstanding for the year ended December 31, 2005 | | | 59,476 | | | | 59,476 | |
| | | | | | | | |
Pro forma income from continuing operations for the year ended December 31, 2005 | | $ | 1,981 | | | $ | 1,981 | |
Historical preferred shareholder dividends | | | (6,753 | ) | | | (6,753 | ) |
Pro forma Series A Preferred shareholder dividend | | | (1,747 | ) | | | (1,747 | ) |
Pro forma Series B Preferred shareholder dividend | | | (9,488 | ) | | | (9,488 | ) |
Pro forma Series C Preferred shareholder dividend | | | (11,859 | ) | | | (11,859 | ) |
| | | | | | | | |
Pro forma loss from continuing operations applicable to common shareholders for the year ended December 31, 2005 | | $ | (27,866 | ) | | $ | (27,866 | ) |
| | | | | | | | |
Pro forma loss from continuing operations applicable to common shareholders per share for the year ended December 31, 2005 – basic and diluted | | $ | (0.47 | ) | | $ | (0.47 | ) |
7