Exhibit 99.1
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On June 9, 2011, Strategic Hotels & Resorts, Inc. (SHR) recapitalized the Fairmont Scottsdale Princess hotel. As part of the recapitalization, SHR contributed the Fairmont Scottsdale Princess hotel (the Disposition) plus cash to a newly formed joint venture with an unaffiliated third party. As a result, SHR has a 50% ownership interest in the Fairmont Scottsdale Princess hotel, which it will account for as an equity method investment. The following unaudited pro forma financial information gives effect to the Disposition of the Fairmont Scottsdale Princess hotel. The historical financial information as of March 31, 2011 and for the three months then ended has been derived from SHR’s unaudited financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 and the historical financial information for the year ended December 31, 2010 has been derived from SHR’s audited financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2010.
The unaudited pro forma balance sheet data as of March 31, 2011 is presented as if the Disposition had occurred on March 31, 2011. The unaudited pro forma statements of operations data for the three months ended March 31, 2011 and for the year ended December 31, 2010 are presented as if the Disposition had occurred on January 1, 2010.
The unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what SHR’s 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 SHR’s consolidated results of operations for any future date or period.
Strategic Hotels & Resorts, Inc. (SHR)
Unaudited Pro Forma Consolidated Balance Sheet
March 31, 2011
(in thousands)
| | | | | | | | | | | | |
| | | | | Fairmont Scottsdale | | | | |
| | SHR | | | Princess | | | SHR | |
| | Historical | | | Disposition (1a) | | | Pro Forma | |
Assets | | | | | | | | | | | | |
| | | |
Investments in hotel properties, net | | $ | 1,913,569 | | | $ | (178,717 | ) | | $ | 1,734,852 | |
Goodwill | | | 40,359 | | | | | | | | 40,359 | |
Intangible assets, net | | | 33,350 | | | | | | | | 33,350 | |
Assets held for sale | | | 45,143 | | | | | | | | 45,143 | |
Investment in unconsolidated affiliates | | | 100,438 | | | | 31,993 | (1b) | | | 132,431 | |
Cash and cash equivalents | | | 68,475 | | | | (34,864 | )(1c) | | | 30,943 | |
| | | | | | | (2,668 | ) | | | | |
Restricted cash and cash equivalents | | | 41,408 | | | | (4,707 | ) | | | 36,701 | |
Accounts receivable, net | | | 51,096 | | | | (3,987 | ) | | | 47,109 | |
Deferred financing costs, net | | | 3,101 | | | | (123 | ) | | | 2,978 | |
Deferred tax assets | | | 5,830 | | | | | | | | 5,830 | |
Other assets | | | 37,438 | | | | (2,315 | ) | | | 35,123 | |
| | | | | | | | | | | | |
Total assets | | $ | 2,340,207 | | | $ | (195,388 | ) | | $ | 2,144,819 | |
| | | | | | | | | | | | |
| | | |
Liabilities, Noncontrolling Interests and Equity | | | | | | | | | | | | |
| | | |
Liabilities: | | | | | | | | | | | | |
Mortgages and other debt payable | | $ | 1,121,458 | | | $ | (180,000 | )(1d) | | $ | 941,458 | |
Bank credit facility | | | 7,000 | | | | | | | | 7,000 | |
Liabilities of assets held for sale | | | 95,417 | | | | | | | | 95,417 | |
Accounts payable and accrued expenses | | | 281,560 | | | | (15,388 | ) | | | 266,172 | |
Deferred tax liabilities | | | 48,736 | | | | | | | | 48,736 | |
Deferred gain on sale of hotels | | | 4,029 | | | | | | | | 4,029 | |
| | | | | | | | | | | | |
| | | |
Total liabilities | | | 1,558,200 | | | | (195,388 | ) | | | 1,362,812 | |
| | | |
Noncontrolling interests in SHR’s operating partnership | | | 5,505 | | | | | | | | 5,505 | |
| | | |
Equity: | | | | | | | | | | | | |
SHR’s shareholders’ equity: | | | | | | | | | | | | |
8.50% Series A Cumulative Redeemable Preferred Stock | | | 108,206 | | | | | | | | 108,206 | |
8.25% Series B Cumulative Redeemable Preferred Stock | | | 110,775 | | | | | | | | 110,775 | |
8.25% Series C Cumulative Redeemable Preferred Stock | | | 138,940 | | | | | | | | 138,940 | |
Common shares | | | 1,748 | | | | | | | | 1,748 | |
Additional paid-in capital | | | 1,694,880 | | | | | | | | 1,694,880 | |
Accumulated deficit | | | (1,212,980 | ) | | | | | | | (1,212,980 | ) |
Accumulated other comprehensive loss | | | (100,432 | ) | | | | | | | (100,432 | ) |
| | | | | | | | | | | | |
Total SHR’s shareholders’ equity | | | 741,137 | | | | — | | | | 741,137 | |
Noncontrolling interests in consolidated affiliates | | | 35,365 | | | | | | | | 35,365 | |
| | | | | | | | | | | | |
Total equity | | | 776,502 | | | | — | | | | 776,502 | |
| | | | | | | | | | | | |
Total liabilities, noncontrolling interests and equity | | $ | 2,340,207 | | | $ | (195,388 | ) | | $ | 2,144,819 | |
| | | | | | | | | | | | |
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2011
1. | Fairmont Scottsdale Princess Disposition– On June 9, 2011, SHR disposed of 50% of its ownership interest in the Fairmont Scottsdale Princess hotel and began accounting for its remaining 50% ownership interest as an equity method investment. The following pro forma adjustments were made to account for this transaction: |
| a) | Reflects the elimination of consolidated accounts recorded on Fairmont Scottsdale Princess. |
| b) | Reflects the $32.0 million original investment in SHR’s 50% ownership interest, which includes its cash contribution and net deficit of the contributed hotel. |
| c) | Reflects $34.9 million of cash paid for the investment in SHR’s 50% ownership interest, net of a $1.0 million fee received from the joint venture partner. |
| d) | Commensurate with the Disposition, the new joint venture retired the $40.0 million mezzanine debt and $7.0 million principal was paid down on the $140.0 million mortgage debt. The remaining $133.0 million mortgage on the hotel is held by the joint venture. |
Strategic Hotels & Resorts, Inc. (SHR)
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2010
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | | | | Fairmont Scottsdale | | | | |
| | SHR | | | Princess | | | SHR | |
| | Historical | | | Disposition (1a) | | | Pro Forma | |
Revenues: | | | | | | | | | | | | |
Rooms | | $ | 362,559 | | | $ | (30,259 | ) | | $ | 332,300 | |
Food and beverage | | | 238,762 | | | | (28,906 | ) | | | 209,856 | |
Other hotel operating revenue | | | 79,981 | | | | (10,545 | ) | | | 69,436 | |
Lease revenue | | | 4,991 | | | | | | | | 4,991 | |
| | | | | | | | | | | | |
Total revenues | | | 686,293 | | | | (69,710 | ) | | | 616,583 | |
| | | |
Operating Costs and Expenses: | | | | | | | | | | | | |
Rooms | | | 105,142 | | | | (9,176 | ) | | | 95,966 | |
Food and beverage | | | 171,279 | | | | (18,449 | ) | | | 152,830 | |
Other departmental expenses | | | 199,336 | | | | (25,313 | ) | | | 174,023 | |
Management fees | | | 22,911 | | | | (3,485 | ) | | | 19,426 | |
Other hotel expenses | | | 48,781 | | | | (5,637 | ) | | | 43,144 | |
Lease expense | | | 4,566 | | | | | | | | 4,566 | |
Depreciation and amortization | | | 130,601 | | | | (23,347 | ) | | | 107,254 | |
Impairment losses and other charges | | | 141,858 | | | | | | | | 141,858 | |
Corporate expenses | | | 34,692 | | | | | | | | 34,692 | |
| | | | | | | | | | | | |
Total operating costs and expenses | | | 859,166 | | | | (85,407 | ) | | | 773,759 | |
| | | | | | | | | | | | |
Operating loss | | | (172,873 | ) | | | 15,697 | | | | (157,176 | ) |
Interest expense | | | (86,285 | ) | | | 1,853 | | | | (84,432 | ) |
Interest income | | | 430 | | | | | | | | 430 | |
Loss on early extinguishment of debt | | | (925 | ) | | | | | | | (925 | ) |
Loss on early termination of derivative financial instruments | | | (18,263 | ) | | | | | | | (18,263 | ) |
Equity in earnings of unconsolidated affiliates | | | 13,025 | | | | (8,366 | )(1b) | | | 4,659 | |
Foreign currency exchange loss | | | (1,410 | ) | | | | | | | (1,410 | ) |
Other income, net | | | 2,398 | | | | (818 | ) | | | 1,580 | |
| | | | | | | | | | | | |
Loss before income taxes | | | (263,903 | ) | | | 8,366 | | | | (255,537 | ) |
Income tax expense | | | (1,408 | ) | | | | | | | (1,408 | ) |
| | | | | | | | | | | | |
Loss from continuing operations | | $ | (265,311 | ) | | $ | 8,366 | | | $ | (256,945 | ) |
| | | | | | | | | | | | |
| | | |
Amounts Attributable to SHR: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Loss from continuing operations | | $ | (265,306 | ) | | $ | 8,305 | (1c) | | $ | (257,001 | ) |
| | | | | | | | | | | | |
| | | |
Loss from continuing operations attributable to SHR common shareholders per share: | | | | | | | | | | | | |
Basic: | | $ | (2.41 | ) | | | | | | $ | (2.34 | )(2) |
Diluted: | | $ | (2.41 | ) | | | | | | $ | (2.34 | )(2) |
Notes to Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2010
1. | Fairmont Scottsdale Princess Disposition – On June 9, 2011, SHR disposed of 50% of its ownership interest in the Fairmont Scottsdale Princess hotel and began accounting for its remaining 50% ownership interest as an equity method investment. The following pro forma adjustments were made to account for this transaction: |
| a) | Reflects the elimination of consolidated accounts recorded on Fairmont Scottsdale Princess. |
| b) | Reflects the $8.4 million recognition of equity in losses for SHR’s 50% ownership interest, excluding an impairment charge related to the hotel, which was included in SHR’s consolidated results. |
| c) | Reflects the impact to loss from continuing operations attributable to SHR, which includes an adjustment to noncontrolling interests to give effect to the weighted average interest in the operating partnership owned by others. |
2. | Loss From Continuing Operations Attributable to SHR Common Shareholders Per Share Calculation – The following table calculates the pro forma weighted average basic and diluted loss from continuing operations attributable to SHR common shareholders per share: |
| | | | | | | | |
| | (In thousands, except per share amounts) | |
| | Basic | | | Diluted | |
Historical and pro forma basic and diluted weighted average shares outstanding for the year ended December 31, 2010 | | | 122,933 | | | | 122,933 | |
| | | | | | | | |
Pro forma loss from continuing operations attributable to SHR for the year ended December 31, 2010 | | $ | (257,001 | ) | | $ | (257,001 | ) |
Historical preferred shareholder dividend | | | (30,886 | ) | | | (30,886 | ) |
| | | | | | | | |
Pro forma loss from continuing operations attributable to SHR common shareholders for the year ended December 31, 2010 | | $ | (287,887 | ) | | $ | (287,887 | ) |
| | | | | | | | |
Pro forma loss from continuing operations attributable to SHR common shareholders per share for the year ended December 31, 2010 – basic and diluted | | $ | (2.34 | ) | | $ | (2.34 | ) |
Strategic Hotels & Resorts, Inc. (SHR)
Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2011
(in thousands, except per share amounts)
| | | | | | | | | | | | |
| | | | | Fairmont Scottsdale | | | | |
| | SHR | | | Princess | | | SHR | |
| | Historical | | | Disposition (1a) | | | Pro Forma | |
Revenues: | | | | | | | | | | | | |
Rooms | | $ | 91,470 | | | $ | (12,573 | ) | | $ | 78,897 | |
Food and beverage | | | 62,882 | | | | (9,595 | ) | | | 53,287 | |
Other hotel operating revenue | | | 19,973 | | | | (3,190 | ) | | | 16,783 | |
Lease revenue | | | 1,215 | | | | | | | | 1,215 | |
| | | | | | | | | | | | |
Total revenues | | | 175,540 | | | | (25,358 | ) | | | 150,182 | |
| | | |
Operating Costs and Expenses: | | | | | | | | | | | | |
Rooms | | | 26,627 | | | | (2,743 | ) | | | 23,884 | |
Food and beverage | | | 46,007 | | | | (5,497 | ) | | | 40,510 | |
Other departmental expenses | | | 50,673 | | | | (6,931 | ) | | | 43,742 | |
Management fees | | | 5,774 | | | | (1,268 | ) | | | 4,506 | |
Other hotel expenses | | | 13,358 | | | | (1,548 | ) | | | 11,810 | |
Lease expense | | | 1,196 | | | | | | | | 1,196 | |
Depreciation and amortization | | | 30,605 | | | | (3,615 | ) | | | 26,990 | |
Corporate expenses | | | 14,477 | | | | | | | | 14,477 | |
| | | | | | | | | | | | |
Total operating costs and expenses | | | 188,717 | | | | (21,602 | ) | | | 167,115 | |
| | | | | | | | | | | | |
Operating loss | | | (13,177 | ) | | | (3,756 | ) | | | (16,933 | ) |
Interest expense | | | (19,548 | ) | | | 450 | | | | (19,098 | ) |
Interest income | | | 32 | | | | | | | | 32 | |
Equity in (losses) earnings of unconsolidated affiliates | | | (1,600 | ) | | | 1,617 | (1b) | | | 17 | |
Foreign currency exchange gain | | | 139 | | | | | | | | 139 | |
Other income, net | | | 3,925 | | | | 72 | | | | 3,997 | |
| | | | | | | | | | | | |
Loss before income taxes | | | (30,229 | ) | | | (1,617 | ) | | | (31,846 | ) |
Income tax benefit | | | 1,648 | | | | | | | | 1,648 | |
| | | | | | | | | | | | |
Loss from continuing operations | | $ | (28,581 | ) | | $ | (1,617 | ) | | $ | (30,198 | ) |
| | | | | | | | | | | | |
| | | |
Amounts Attributable to SHR: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Loss from continuing operations | | $ | (27,847 | ) | | $ | (1,609 | )(1c) | | $ | (29,456 | ) |
| | | | | | | | | | | | |
| | | |
Loss from continuing operations attributable to SHR common shareholders per share: | | | | | | | | | | | | |
Basic: | | $ | (0.23 | ) | | | | | | $ | (0.24 | )(2) |
Diluted: | | $ | (0.23 | ) | | | | | | $ | (0.24 | )(2) |
Notes to Unaudited Pro Forma Consolidated Statement of Operations
For the Three Months Ended March 31, 2011
1. | Fairmont Scottsdale Princess Disposition – On June 9, 2011, SHR disposed of 50% of its ownership interest in the Fairmont Scottsdale Princess hotel and began accounting for its remaining 50% ownership interest as an equity method investment. The following pro forma adjustments were made to account for this transaction: |
| a) | Reflects the elimination of consolidated accounts recorded on Fairmont Scottsdale Princess. |
| b) | Reflects the $1.6 million recognition of equity in earnings for SHR’s remaining 50% ownership interest. |
| c) | Reflects the impact to loss from continuing operations attributable to SHR, which includes an adjustment to noncontrolling interests to give effect to the weighted average interest in the operating partnership owned by others. |
2. | Loss From Continuing Operations Attributable to SHR Common Shareholders Per Share Calculation – The following table calculates the pro forma weighted average basic and diluted loss from continuing operations attributable to SHR common shareholders per share: |
| | | | | | | | |
| | (In thousands, except per share amounts) | |
| | Basic | | | Diluted | |
Historical and pro forma basic and diluted weighted average shares outstanding for the three months ended March 31, 2011 | | | 157,333 | | | | 157,333 | |
| | | | | | | | |
Pro forma loss from continuing operations attributable to SHR for the three months ended March 31, 2011 | | $ | (29,456 | ) | | $ | (29,456 | ) |
Historical preferred shareholder dividend | | | (7,721 | ) | | | (7,721 | ) |
| | | | | | | | |
Pro forma loss from continuing operations attributable to SHR common shareholders for the three months ended March 31, 2011 | | $ | (37,177 | ) | | $ | (37,177 | ) |
| | | | | | | | |
Pro forma loss from continuing operations attributable to SHR common shareholders per share for the three months ended March 31, 2011 – basic and diluted | | $ | (0.24 | ) | | $ | (0.24 | ) |