Exhibit 99.2
EAGLE HOSPITALITY PROPERTIES TRUST, INC.
Pro Forma Consolidated Balance Sheet
As of June 30, 2006
(Unaudited, $ in thousands)
The accompanying unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2006 is presented as if the following transaction had been consummated on June 30, 2006:
| | • | | Embassy Suites Boston at Logan International Airport (purchased July 21, 2006) |
This pro forma consolidated balance sheet should be read in conjunction with the historical financial statements and notes thereto as filed on Form 10-K for the year ended December 31, 2005 and on Form 10-Q for the six months ended June 30, 2006. In management’s opinion, all adjustments necessary to reflect the effects of the acquisition of the acquired hotel have been made.
The following unaudited Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position of the Company would have been assuming such transaction had been completed as of June 30, 2006, nor is it indicative of future financial positions of the Company.
1
EAGLE HOSPITALITY PROPERTIES TRUST, INC.
Pro Forma Consolidated Balance Sheet
As of June 30, 2006
(Unaudited, $ in thousands except per share data)
| | | | | | | | | | | | | | | |
| | | A)
Company | | | B)
Acquisition of
Hotel Property | | C)
Acquisition
Adjustments | | | Pro
Forma | |
| ASSETS | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 7,015 | | | $ | 2,983 | | $ | (2,979 | ) | | $ | 7,019 | |
Restricted cash - reserves | | | 4,340 | | | | — | | | | | | | 4,340 | |
Accounts receivable, net | | | 5,954 | | | | 397 | | | (123 | ) | | | 6,228 | |
Inventories | | | 648 | | | | 158 | | | (146 | ) | | | 660 | |
Deferred income taxes | | | 2,637 | | | | — | | | | | | | 2,637 | |
Deferred franchise fees and intangibles, net | | | 3,157 | | | | | | | 81 | | | | 3,238 | |
Prepaid expenses and other assets | | | 1,276 | | | | 79 | | | 76 | | | | 1,431 | |
Investment in hotel properties, net | | | 390,364 | | | | 51,053 | | | 2,411 | | | | 443,828 | |
| | | | | | | | | | | | | | | |
Total assets | | $ | 415,391 | | | $ | 54,670 | | $ | (680 | ) | | $ | 469,381 | |
| | | | | | | | | | | | | | | |
| LIABILITIES AND OWNER’S EQUITY | | | | | | | | | | | | | | | |
Notes payable | | $ | 204,845 | | | $ | 47,000 | | $ | 6,897 | | | $ | 258,742 | |
Other long term debt | | | — | | | | — | | | | | | | — | |
Capital lease obligations | | | 78 | | | | — | | | | | | | 78 | |
Accounts payable | | | 2,751 | | | | 1,666 | | | (1,670 | ) | | | 2,747 | |
Due to affiliates | | | 102 | | | | — | | | | | | | 102 | |
Dividends and distributions payable | | | 4,143 | | | | — | | | | | | | 4,143 | |
Accrued expenses | | | 9,425 | | | | 417 | | | (344 | ) | | | 9,498 | |
Advance deposits | | | 1,825 | | | | — | | | 24 | | | | 1,849 | |
| | | | | | | | | | | | | | | |
Total liabilities | | | 223,169 | | | | 49,083 | | | 4,907 | | | | 277,159 | |
Minority Interest | | | 11,714 | | | | — | | | | | | | 11,714 | |
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 4,000 issued | | | 40 | | | | | | | | | | | 40 | |
Common stock, $0.01 par value, 100,000,000 shares authorized 17,359 shares issued and outstanding | | | 176 | | | | | | | | | | | 176 | |
Additional paid-in capital | | | 196,138 | | | | | | | | | | | 196,138 | |
Accumulated other comprehensive income | | | 15 | | | | | | | | | | | 15 | |
Deferred compensation | | | — | | | | | | | | | | | — | |
Retained earnings (deficit) | | | (15,861 | ) | | | 5,587 | | | (5,587 | ) | | | (15,861 | ) |
| | | | | | | | | | | | | | | |
Total owners’ equity | | | 180,508 | | | | 5,587 | | | (5,587 | ) | | | 180,508 | |
| | | | | | | | | | | | | | | |
Total liabilities and owners’ equity | | $ | 415,391 | | | $ | 54,670 | | $ | (680 | ) | | $ | 469,381 | |
| | | | | | | | | | | | | | | |
| A) | Represents the Unaudited Consolidated Balance Sheet of the Company as of June 30, 2006. |
| B) | Represents the unaudited Balance Sheet of the Embassy Suites Boston at Logan International Airport immediately prior to the acquisition. |
| C) | Reflects the acquisition adjustments and preliminary purchase price allocation of the Embassy Suites Boston-Logan Airport on July 21, 2006 for a total purchase price of approximately $53.9 million. The amounts presented include the initial purchase price of $53.3 million and closing costs of $0.6 million and were allocated based on the fair market value of the assets acquired and liabilities assumed. The purchase price was funded with a draw on the Company’s credit facility in the amount of $53.9 million. |
The Company’s investment in the acquired hotel was allocated in the following manner for this pro forma as of June 30, 2006. This allocation is preliminary and subject to change.
| | | |
Building | | $ | 48,206 |
Furniture, fixtures & equipment | | | 5,258 |
| | | |
Total | | $ | 53,464 |
| | | |
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EAGLE HOSPITALITY PROPERTIES TRUST, INC.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2005
(Unaudited, $ in thousands except per share data)
The accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2005 is presented as if the following transaction had been consummated on January 1, 2005:
| | • | | Embassy Suites Boston at Logan International Airport (purchased July 21, 2006) |
These Pro Forma Consolidated Statements should be read in conjunction with the historical financial statements and notes thereto as filed on Form 10-K for the year ended December 31, 2005. In management’s opinion, all material adjustments necessary to reflect the effects of the acquisition have been made.
The following unaudited Pro Forma Consolidated Statements of Operations are not necessarily indicative of what actual results of the Company would have been assuming such transaction had been completed as of January 1, 2005, nor is it indicative of the results of operations for future periods.
3
EAGLE HOSPITALITY PROPERTIES TRUST, INC.
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2005
(Unaudited, $ in thousands except per share data)
| | | | | | | | | | | | | | | | |
| | | A)
Company | | | B)
Acquisition of Hotel
Property | | | C)
Acquisition
Adjustments | | | Pro
Forma | |
Total revenues | | $ | 116,425 | | | $ | 12,591 | | | | | | | $ | 129,016 | |
Corporate expense | | | 7,072 | | | | — | | | | | | | | 7,072 | |
Hotel expenses | | | 93,316 | | | | 13,573 | | | | (245 | ) | | | 106,644 | |
| | | | | | | | | | | | | | | | |
Operating income (loss) | | | 16,037 | | | | (982 | ) | | | 245 | | | | 15,300 | |
Interest income | | | 485 | | | | 66 | | | | — | | | | 551 | |
Interest expense | | | 10,760 | | | | 4,365 | | | | (786 | ) | | | 14,339 | |
Other income, net | | | 33 | | | | — | | | | — | | | | 33 | |
| | | | | | | | | | | | | | | | |
Income (loss) before minority interest and provision for income taxes | | | 5,795 | | | | (5,281 | ) | | | 1,031 | | | | 1,545 | |
Income tax benefit | | | 2,758 | | | | — | | | | — | | | | 2,758 | |
Minority interest | | | (1,060 | ) | | | — | | | | — | | | | (1,060 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 7,493 | | | $ | (5,281 | ) | | $ | 1,031 | | | $ | 3,243 | |
Distributions to Preferred Shareholders | | $ | 4,538 | | | $ | — | | | $ | — | | | $ | 4,538 | |
| | | | | | | | | | | | | | | | |
Net Income Available to Common Shareholders | | $ | 2,955 | | | $ | (5,281 | ) | | $ | 1,031 | | | $ | (1,295 | ) |
| | | | | | | | | | | | | | | | |
Basic income per share | | $ | 0.16 | | | | | | | | | | | $ | (0.08 | ) |
| | | | | | | | | | | | | | | | |
Diluted income per share | | $ | 0.16 | | | | | | | | | | | $ | (0.08 | ) |
| | | | | | | | | | | | | | | | |
Weighted average basic shares outstanding | | | 17,127 | | | | | | | | | | | | 17,127 | |
| | | | | | | | | | | | | | | | |
Weighted average diluted shares outstanding | | | 23,142 | | | | | | | | | | | | 23,142 | |
| | | | | | | | | | | | | | | | |
| A) | Historical Consolidated Statement of Operations for the Company for the year ended December 31, 2005. |
| B) | Historical Statement of Operations for the Embassy Suites Boston at Logan International Airport for the year ended December 31, 2005. |
| C) | Pro forma adjustments to reflect the acquisition include the following items: |
| | | | |
| | | Embassy Suites
Boston at Logan
International
Airport | |
Depreciation | | $ | (293 | )(1) |
Management Fees | | | (63 | ) |
Franchise Royalties | | | 107 | |
Amortization of franchise fees | | | 4 | |
Interest expense | | | (786 | )(2) |
| | | | |
| | $ | (1,031 | ) |
| | | | |
| (1) | Adjustment to reflect depreciation expense based on preliminary purchase price allocation. |
| (2) | Adjustment to reflect interest expense that would have been incurred if owned by the Company for the entire period. |
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EAGLE HOSPITALITY PROPERTIES TRUST, INC.
Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2006
(Unaudited, $ in thousands except per share data)
The accompanying unaudited Pro Forma Consolidated Statement of Operations for the six months ended June 30, 2006 is presented as if the following transaction had been consummated on January 1, 2006:
| | • | | Embassy Suites Boston at Logan International Airport (purchased July 21, 2006) |
This Pro Forma Consolidated Statement should be read in conjunction with the historical financial statements and notes thereto as filed on Form 10-Q for the six months ended June 30, 2006. In management’s opinion, all material adjustments necessary to reflect the effects of the acquisition have been made.
The following unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what actual results of the Company would have been assuming such transaction had been completed as of January 1, 2006, nor is it indicative of the results of operations for future periods.
5
EAGLE HOSPITALITY PROPERTIES TRUST, INC.
Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2006
(Unaudited, $ in thousands except per share data)
| | | | | | | | | | | | | | |
| | | A)
Company | | B)
Acquisition
of Hotel
Property | | | C)
Acquisition
Adjustments | | | Pro
Forma |
Total revenues | | $ | 73,672 | | $ | 6,274 | | | $ | — | | | $ | 79,946 |
Corporate expense | | | 3,056 | | | — | | | | — | | | | 3,056 |
Hotel expenses | | | 56,585 | | | 6,628 | | | | (126 | ) | | | 63,087 |
| | | | | | | | | | | | | | |
Operating income (loss) | | | 14,031 | | | (354 | ) | | | 126 | | | | 13,803 |
Interest income | | | 194 | | | (23 | ) | | | — | | | | 171 |
Interest expense | | | 5,864 | | | 2,405 | | | | (424 | ) | | | 7,845 |
Other income, net | | | 2 | | | — | | | | — | | | | 2 |
| | | | | | | | | | | | | | |
Income (loss) before minority interest and provision for income taxes | | | 8,363 | | | (2,782 | ) | | | 550 | | | | 6,131 |
Provision for income taxes | | | 909 | | | — | | | | — | | | | 909 |
Minority interest | | | 839 | | | — | | | | — | | | | 839 |
| | | | | | | | | | | | | | |
Net income (loss) | | $ | 6,615 | | $ | (2,782 | ) | | $ | 550 | | | $ | 4,383 |
Distributions to Preferred Shareholders | | $ | 4,125 | | $ | — | | | $ | — | | | $ | 4,125 |
| | | | | | | | | | | | | | |
Net Income Available to Common Shareholders | | $ | 2,490 | | $ | (2,782 | ) | | $ | 550 | | | $ | 258 |
| | | | | | | | | | | | | | |
Basic income per share | | $ | 0.14 | | | | | | | | | | $ | 0.01 |
| | | | | | | | | | | | | | |
Diluted income per share | | $ | 0.14 | | | | | | | | | | $ | 0.01 |
| | | | | | | | | | | | | | |
Weighted average basic shares outstanding | | | 17,473 | | | | | | | | | | | 17,473 |
| | | | | | | | | | | | | | |
Weighted average diluted shares outstanding | | | 23,418 | | | | | | | | | | | 23,418 |
| | | | | | | | | | | | | | |
| A) | Historical Consolidated Statement of Operations for the Company for the six months ended June 30, 2006 |
| B) | Historical Consolidated Statement of Operations for the Embassy Suites Boston at Logan International Airport for the six months ended June 30, 2006. |
| C) | Pro forma adjustments to reflect the acquisition include the following items: |
| | | | |
| | | Embassy
Suites
Boston at
Logan
International
Airport | |
Depreciation | | $ | (151 | )(1) |
Management Fees | | | (31 | ) |
Franchise Royalties | | | 55 | |
Amortization of franchise fees | | | 2 | |
Amortization of deferred financing costs | | | — | |
Interest expense | | | (424 | )(2) |
| | | | |
| | $ | (550 | ) |
| | | | |
| (1) | Adjustment to reflect depreciation expense based on preliminary purchase price allocation. |
| (2) | Adjustment to reflect interest expense that would have been incurred if owned by the Company for the entire period. |
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