Attached files

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EX-23.1 - EXHIBIT 23.1 - Chesapeake Lodging Trustdex231.htm
EX-99.1 - EXHIBIT 99.1 - Chesapeake Lodging Trustdex991.htm
EX-10.1 - EXHIBIT 10.1 - Chesapeake Lodging Trustdex101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2011

 

 

CHESAPEAKE LODGING TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34572   27-0372343

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1997 Annapolis Exchange Parkway, Suite 410

Annapolis, MD

  21401
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (410) 972-4140

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On February 28, 2011, Chesapeake Lodging Trust (the “Company”) announced that it had entered into a definitive agreement to acquire the 204-room Courtyard Washington Capitol Hill/Navy Yard from NJA Hotel LLC for a purchase price of $68.0 million, plus customary pro-rated amounts and closing costs. The Company intends to fund the purchase price by assuming approximately $37.7 million of existing mortgage debt and by borrowing under its revolving credit facility. The existing mortgage debt has a fixed interest rate of 5.90% per annum and matures in November 2016. The Company expects the acquisition will close in the second quarter of 2011, subject to lender approval and satisfaction of customary closing conditions.

A copy of the Company’s press release announcing this agreement is filed as Exhibit 99.1 to this report.

The Company has deposited $3.5 million under the purchase and sale agreement (a “PSA”). The deposit is non-refundable except (i) in the event of a default under the PSA by the seller or (ii) as expressly otherwise provided by the PSA. Consummation of the transaction is subject to customary closing conditions, including without limitation (i) the accuracy of the seller’s representations and warranties as of closing; (ii) the seller’s performance of its obligations under the PSA; and (iii) the absence of condemnation proceedings or casualty events. There are no assurances that the conditions of the transaction will be met or that the transaction will be completed according to the anticipated schedule or at all.

Certain statements and assumptions in this report contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “ may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our ability to assume existing mortgage debt secured by the hotel and expectations as to the expected mix of consideration to be paid and time for completing the transaction. Such statements are subject to numerous assumptions and uncertainties, many of which are outside our control. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

NJA Hotel, LLC

Independent Auditors’ Report

Balance Sheets as of December 31, 2010 and 2009

Statements of Operations for the years ended December 31, 2010 and 2009

Statements of Changes in Member’s Deficit for the years ended December 31, 2010 and 2009

Statements of Cash Flows for the years ended December 31, 2010 and 2009

Notes to Financial Statements

(b) Pro forma financial information.

Chesapeake Lodging Trust

Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2010

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010

(d) Exhibits.

Incorporated by reference to the Exhibit Index filed herewith and incorporated herein by reference.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 28, 2011       CHESAPEAKE LODGING TRUST
      By:  

/s/ Graham J. Wootten

    Graham J. Wootten
    Senior Vice President and Chief Accounting Officer


Exhibit Index

 

Exhibit

Number

 

Exhibit Description

10.1   Purchase and sale agreement by and between NJA Hotel LLC and CHSP Navy Yard LLC, dated as of February 23, 2011
23.1   Consent of Reznick Group, P.C.
99.1   Press release issued February 28, 2011


INDEPENDENT AUDITORS’ REPORT

To the Managing Member

NJA Hotel, LLC

(A Delaware Limited Liability Company)

We have audited the accompanying balance sheets of NJA Hotel, LLC as of December 31, 2010 and 2009, and the related statements of operations, changes in member’s deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NJA Hotel, LLC as of December 31, 2010 and 2009, and the results of its operations, changes in member’s deficit and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.

Bethesda, Maryland

February 26, 2011


NJA Hotel, LLC

(A Delaware Limited Liability Company)

BALANCE SHEETS

December 31, 2010 and 2009

 

     2010     2009  
ASSETS   

Investment in real estate

    

Land and improvements

   $ 1,586,822      $ 1,586,822   

Furniture and fixtures

     2,619,393        2,508,234   

Building and improvements

     10,062,131        9,991,838   

Air rights

     125,123        125,123   
                

Total

     14,393,469        14,212,017   

Less accumulated depreciation

     (3,072,468     (2,449,542
                
     11,321,001        11,762,475   

Cash and cash equivalents

     76,460        211,380   

Escrows

     1,824,035        1,354,387   

Accounts receivable

     30,452        86,084   

Inventories

     17,562        16,029   

Prepaid expenses

     99,436        113,352   

Deferred financing fees, net of accumulated amortization of $290,772 and $220,972 in 2010 and 2009, respectively

     409,204        479,004   
                
   $ 13,778,150      $ 14,022,711   
                
LIABILITIES AND MEMBER’S DEFICIT   

Liabilities

    

Accounts payable and accrued expenses

   $ 737,681      $ 733,779   

Mortgage payable

     37,800,537        38,363,594   
                
     38,538,218        39,097,373   

Member’s deficit

     (24,760,068     (25,074,662
                
   $ 13,778,150      $ 14,022,711   
                

See notes to financial statements


NJA Hotel, LLC

(A Delaware Limited Liability Company)

STATEMENTS OF OPERATIONS

Years ended December 31, 2010 and 2009

 

     2010      2009  

Revenue

     

Rooms

   $ 11,084,568       $ 10,398,716   

Food and beverage

     1,008,086         881,001   

Other

     517,694         377,706   

Interest income

     3,580         7,988   
                 

Total revenue

     12,613,928         11,665,411   
                 

Operating expenses

     

Rooms

     2,200,230         2,112,802   

Food and beverage

     830,698         739,576   

General and administrative

     1,032,715         961,763   

Management and franchise fees

     1,054,028         990,037   

Sales and marketing

     707,044         593,352   

Taxes

     723,073         769,950   

Utilities

     362,257         419,894   

Property operations and maintenance

     361,060         388,596   

Insurance

     102,065         96,865   

Other operating departments

     104,194         116,556   
                 

Total operating expenses

     7,477,364         7,189,391   
                 

Operating income

     5,136,564         4,476,020   
                 

Other expense

     

Interest expense

     2,279,244         2,989,088   

Depreciation and amortization

     692,726         673,383   
                 

Net income

   $ 2,164,594       $ 813,549   
                 

See notes to financial statements


NJA Hotel, LLC

(A Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBER’S DEFICIT

Years ended December 31, 2010 and 2009

 

Members’ deficit at December 31, 2008

   $ (25,179,787

Contributions

     634,576   

Distributions

     (1,343,000

Net income

     813,549   
        

Member’s deficit at December 31, 2009

     (25,074,662

Contributions

     200,000   

Distributions

     (2,050,000

Net income

     2,164,594   
        

Member’s deficit at December 31, 2010

   $ (24,760,068
        

See notes to financial statements


NJA Hotel, LLC

(A Delaware Limited Liability Company)

STATEMENTS OF CASH FLOWS

Years ended December 31, 2010 and 2009

 

     2010     2009  

Cash flows from operating activities

    

Net income

   $ 2,164,594      $ 813,549   

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

    

Depreciation and amortization

     692,726        673,383   

(Increase) decrease in assets and liabilities

    

Accounts receivable

     55,632        (13,969

Inventories

     (1,533     5,734   

Prepaid expenses

     13,916        (11,074

Tax escrow

     878,007        635,114   

Accounts payable and accrued expenses

     3,902        187,622   
                

Net cash provided by operating activities

     3,807,244        2,290,359   
                

Cash flows from investing activities

    

Withdrawals from (contributions to) reserves, net

     (1,347,655     1,487,543   

Cash paid for investment in real estate

     (181,452     (80,049
                

Net cash (used in) provided by investing activities

     (1,529,107     1,407,494   
                

Cash flows from financing activities

    

Payments of principal on mortgage

     (563,057     (3,030,442

Contributions

     200,000        634,576   

Distributions

     (2,050,000     (1,343,000
                

Net cash used in financing activities

     (2,413,057     (3,738,866
                

Net decrease in cash and cash equivalents

     (134,920     (41,013

Cash and cash equivalents, beginning of year

     211,380        252,393   
                

Cash and cash equivalents, end of year

   $ 76,460      $ 211,380   
                

Supplemental disclosure of cash flow information

    

Cash paid for interest

   $ 2,279,244      $ 2,989,088   
                

See notes to financial statements


NJA Hotel, LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2010 and 2009

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

NJA Hotel, LLC, a Delaware limited liability company (the Company), was formed on December 27, 2002 for the purpose of operating a Courtyard by Marriott (the Hotel) and a 232-space garage (the Garage). The Hotel contains 204 rooms and is located in Washington, District of Columbia. Construction of the Hotel commenced in April of 2004; operations commenced in April of 2006.

The Company was organized with NJA Development Partners Limited Partnership as the sole member and manager. Except as provided in the Delaware Limited Liability Company Act and Operating Agreement, the sole member shall not be personally liable for any debt, obligation, or liability of the Company solely by reason of being a member of a limited liability company.

The sole member’s initial capital contributions to the Company totaled $100. In addition to the initial capital contributions, the sole member may have the right, but not the obligation, to make such additional capital contributions to the Company as may be required from time-to-time, in order to conduct its business, maintain its assets and discharge its liabilities.

On September 25, 2006, the assets of the Garage were transferred to an affiliate, NJA Garage, LLC, at its cost basis.

The Company shall dissolve upon the first to occur of the following: (a) termination of the sole member or (b) the entry of a decree of judicial dissolution under the applicable provisions of the Delaware Limited Liability Act.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment in Real Estate

Investment in real estate is stated at cost, less accumulated depreciation. Depreciation of the buildings and air rights is computed on a straight-line basis over their estimated useful lives of 39 years. Furniture and fixtures are depreciated over 7 years on a straight-line basis and equipment over 5 years on a straight-line basis.

The Company reviews its investments in real estate for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows undiscounted and without interest


NJA Hotel, LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2010 and 2009

 

expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value of the assets. No such impairment was recognized during the years ended December 31, 2010 and 2009.

Cash Equivalents

Cash equivalents represent short-term, highly liquid instruments with original maturities of 90 days or less.

Inventories

Inventories include food and beverage items and are stated at the lower of cost (first-in, first-out) or market.

Revenue

Revenue is recognized, net of sales taxes, as guest services are rendered. Payments received in advance are recorded as a liability until earned.

Deferred Financing Fees

Costs of obtaining long-term debt are capitalized and amortized using a method which approximates the effective interest method over the term of the related mortgage. Amortization expense will be $69,800 annually through the year ending December 31, 2015.

Income Taxes

The Company is a single member limited liability company and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its member on its respective income tax return. Accordingly, the Company is not required to take any tax positions and these financial statements do not reflect a provision for income taxes. The Company has no other tax positions which must be considered for disclosure.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and


NJA Hotel, LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2010 and 2009

 

assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Specifically, management has estimated accrued real estate taxes based on the previous year’s expense since the actual tax assessment were not available as of the date of this report. Actual results could differ from those estimates.

Accounts Receivable and Bad Debts

Accounts receivables are charged to bad debt expense when they are determined to be uncollectible based upon a periodic review of the accounts by management. Accounting principles generally accepted in the United States of America require that the allowance method be used to recognize bad debts; however, the effect of using the direct write-off method is not materially different from the results that would have been obtained under the allowance method.

Advertising

The Company expenses the costs of producing advertising materials as they are incurred. For the years ended December 31, 2010 and 2009, the Company incurred $213,903 and $162,811, respectively, of advertising costs which is included in sales and marketing expense.

Escrows

Escrows consist of required mortgage deposits to pay real estate taxes. In addition, the lender holds in escrow amounts to fund immediate repairs and future capital replacement cost as conditions of the loan agreement.

NOTE 3 - MORTGAGES PAYABLE

On October 31, 2006, the Company entered a mortgage note agreement with Morgan Stanley Mortgage Capital Inc. for $42,500,000. The mortgage bears interest at a rate of 5.9% per annum. The mortgage note matures on November 1, 2016. The outstanding balance of the note is $37,800,537 and $38,363,594, at December 31, 2010 and 2009, respectively. During 2010 and 2009, the interest expense relating to the mortgage totaled $2,279,244 and $2,324,561, respectively. The mortgage agreement is collateralized by the indenture of trust on the property.


NJA Hotel, LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2010 and 2009

 

On January 16, 2009, the Company entered a defeasance promissory note with Morgan Stanley Mortgage Capital, Inc. in the principal amount of $2,500,000. The note is collateralized by certain government securities that were purchased. On the same day, the defeasance promissory note was transferred to an unrelated borrower and the principal balance was reduced by $2,500,000. The $2,500,000 was a partial defeasance in the amount equal to the remaining holdback reserve funds as described in the mortgage note agreement. During 2009, $664,527 of defeasance cost relating to the promissory note was included in interest expense.

Aggregate annual maturities of the mortgage payable over each of the next five years and thereafter as of December 31, 2010 are as follows:

 

December 31, 2011

   $ 594,656   

2012

     624,851   

2013

     669,640   

2014

     710,814   

2015

     754,519   

Thereafter

     34,446,057   
        

Total

   $ 37,800,537   
        

NOTE 4 - COMMITMENTS

Management Fee

The Company has a Management Agreement with Hospitality Partners, LLC to provide management and consulting services with respect to the operations and marketing of the Hotel. The agreement provides that the Company would, among other things, pay a fee equal to 3% of gross receipts (as defined in the Management Agreement) per month plus out-of-pocket expenses incurred. Such fee totaled $378,325 and $349,222 for the years ended December 31, 2010 and 2009, respectively, and is included in management and franchise fees. The Management Agreement has a 10-year term that expires on December 31, 2016. During 2010 and 2009, the Company accrued $19,579 and $21,013, respectively, of management fees, which is included in accounts payable and accrued expenses.


NJA Hotel, LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2010 and 2009

 

Incentive Fee

The Company is also subject to an Incentive Fee under the terms of the Management Agreement with Hospitality Partners, LLC. The Incentive Fee will be equal to 15% of the amount by which gross operating profit exceeds the gross operating profit thresholds as defined in the Management Agreement. The Incentive Fee for any fiscal year shall not exceed 2% of Gross Revenue. Incentive Fee Expense for the years ended December 31, 2010 and 2009 was $66,052 and $68,886, respectively, and is included in management and franchise fees. As of December 31, 2010 and 2009, the Company had accrued $151,739 and $106,400, respectively of incentive fees, which is included in accounts payable and accrued expenses.

Franchise Fee

The Company has a Franchise Agreement with Marriott International, Inc. The agreement requires that the Company would pay a total fee equal to 8.4% of gross receipts (as defined in the Franchise Agreement) per month plus any amounts associated with the franchise costs. Such fee totaled $1,037,851 and $916,491 for the years ended December 31, 2010 and 2009, of which $609,651 and $571,929 is included in management and franchise fee expense, $213,903 and $162,186 is included in sales and marketing expense and $214,297 and $182,376 is included in rooms expense, respectively. The Franchise Agreement has a 20-year term that expires on March 31, 2026. During 2010 and 2009, the Company accrued $45,817 and $72,641, respectively, of franchise fees, which is included in accounts payable and accrued expenses.

NOTE 5 - CONCENTRATION OF CREDIT RISK

The Company maintains cash with financial institutions. The Company also maintains escrows and reserves. All escrows and reserves are held in accounts in the Company’s name. At times, these balances may exceed the federal insurance limits; however, the Company has not experienced any losses with respect to its bank balances in excess of government provided insurance. Management believes that no significant concentration of credit risk exists with respect to these balances at December 31, 2010 and 2009.


NJA Hotel, LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2010 and 2009

 

NOTE 6 - ECONOMIC DEPENDENCY

The Company operates the Hotel located in Washington, District of Columbia. Future operations could be affected by changes in the economic or other conditions in that geographical area or the demand for overnight hotel stays.

The Company currently receives all its franchising services, an essential component of its operating strategy, from Marriott International, Inc. Although there are a limited number of hotel franchise providers with similar brand qualities, management believes that other franchisers could provide similar services on comparable terms. A change in franchisers, however, would have a significant impact on hotel operations.

NOTE 7 - PROCEEDS FROM TAX INCREMENTAL FINANCING NOTE

On January 1, 2004, NJA Development Partners LP (NJA), sole member and manager, entered into a Development Agreement with the District of Columbia to set forth the terms of a Tax Increment Financing Note (TIF Note) for the purposes of reimbursing NJA for a portion of the development costs of the Hotel. The TIF Note was simultaneously issued in the amount of $10,000,000 and placed into escrow until the escrow release date.

On December 20, 2006, the TIF Note was released and sold to a third party. The building basis was reduced by $10,000,000 upon the receipt of the note proceeds in accordance with the development agreement.

NOTE 8 - SUBSEQUENT EVENTS

Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date require disclosure in the accompanying notes. Management evaluated the activity of the Company through February 26, 2011 (the date the financial statements were available to be issued) and concluded that no subsequent events, other than the event described below, have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements.


NJA Hotel, LLC

(A Delaware Limited Liability Company)

NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31, 2010 and 2009

 

In February 2011, NJA Hotel, LLC entered into a purchase agreement with CHSP Navy Yard LLC (buyer) to sell the Hotel. The sale is contingent upon certain events including a due diligence review, approval from the lender for the buyer to assume the mortgage payable, approval from the franchisor for the buyer to assume the franchise agreement and other conditions outlined in the purchase agreement. Upon consummation of the sale transaction the Company will be owned or controlled by CHSP Navy Yard LLC.


UNAUDITED PRO FORMA FINANCIAL INFORMATION OF CHESAPEAKE LODGING TRUST

Chesapeake Lodging Trust (the “Company”) was organized in the state of Maryland on June 12, 2009. On January 27, 2010, the Company completed its initial public offering (“IPO”). In conjunction with the IPO, the Company sold additional common shares through private placements and through the exercise of the underwriters’ overallotment option. The total net proceeds (after deducting underwriting fees and offering costs) generated from the IPO, private placements, and exercise of the underwriters’ overallotment option was approximately $169.4 million.

On March 18, 2010, the Company acquired its first hotel property, the 498-room Hyatt Regency Boston in Boston, Massachusetts for a purchase price of $112.0 million, plus customary pro-rated amounts and closing costs. The effective date of the Hyatt Regency Boston acquisition was March 1, 2010.

On June 1, 2010, the Company acquired the 188-room Hilton Checkers Los Angeles in Los Angeles, California for a purchase price of $46.0 million, plus customary pro-rated amounts and closing costs.

On July 30, 2010, the Company entered into a credit agreement to obtain a $115.0 million, two-year secured revolving credit facility with a syndicate of banks, on which date the Company also made an initial borrowing of $105.0 million. Borrowings under the revolving credit facility bear interest equal to LIBOR plus 3.75%, subject to a LIBOR floor of 2.00%.

Also on July 30, 2010, the Company acquired the 153-room Courtyard Anaheim at Disneyland Resort in Anaheim, California for a purchase price of $25.0 million, plus customary pro-rated amounts and closing costs, and the 430-room Boston Marriott Newton in Newton, Massachusetts for a purchase price of $77.25 million, plus customary pro-rated amounts and closing costs.

On October 13, 2010, the Company completed a secondary offering, which generated total net proceeds (after deducting underwriting fees and offering costs) of $140.4 million. The Company used $105.0 million of the net proceeds to repay the outstanding borrowing under the revolving credit facility.

On December 15, 2010, the Company acquired the 360-room Le Meridien San Francisco in San Francisco, California for a purchase price of $143.0 million, plus customary pro-rated amounts and closing costs. In connection with the acquisition, the Company entered into a loan agreement to obtain a $60.0 million one-year term loan secured by the hotel. Proceeds from the term loan along with a borrowing of $45.0 million under the revolving credit facility and remaining proceeds from the Company’s secondary offering were used to fund the acquisition of the Le Meridien San Francisco.

On February 23, 2011, the Company entered into a definitive agreement to acquire the 204-room Courtyard Washington Capitol Hill/Navy Yard in Washington, DC for a purchase price of $68.0 million, plus customary pro-rated amounts and closing costs. The Company intends to fund the acquisition by assuming approximately $37.7 million of existing mortgage debt and by borrowing under the Company’s revolving credit facility. The existing mortgage debt has a fixed interest rate of 5.90% per annum and matures in November 2016. Completion of the probable acquisition is expected in the second quarter, subject to lender approval and satisfaction of customary closing conditions.

The unaudited pro forma balance sheet as of December 31, 2010 is based on the Company’s audited consolidated balance sheet and reflects the probable acquisition of the Courtyard Washington Capitol Hill/Navy Yard and the completion of the related debt financings as if the transaction had occurred on December 31, 2010. The unaudited pro forma statement of operations for the year ended December 31, 2010 reflects the completion of the IPO, private placements and secondary offering, the completed acquisitions of the Hyatt Regency Boston, Hilton Checkers Los Angeles, Courtyard Anaheim at Disneyland Resort, Boston Marriott Newton and Le Meridien San Francisco, the probable acquisition of the Courtyard Washington Capitol Hill/Navy Yard, and the completion of related debt financings as if all transactions had been completed on January 1, 2010.

The unaudited pro forma financial information does not purport to represent what the Company’s results of operations or financial condition would actually have been if the completion of these transactions had in fact occurred at the beginning of the periods presented, or to project the Company’s results of operations or financial


condition for any future period. In addition, the unaudited pro forma financial information is based upon available information and upon assumptions and estimates, some of which are set forth in the notes to the unaudited pro forma financial statements, which the Company believes are reasonable under the circumstances. The unaudited pro forma financial information and accompanying notes should be read in conjunction with the Company’s audited financial statements included in its 2010 Annual Report on Form 10-K.


CHESAPEAKE LODGING TRUST

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2010

(in thousands, except share data)

 

    Historical
Chesapeake Lodging
Trust
    Acquisition of
Courtyard Washington
Capitol Hill/Navy Yard  (1)
    Pro Forma
Chesapeake Lodging
Trust
 

ASSETS

     

Property and equipment, net

  $ 364,940      $ 68,000      $ 432,940   

Intangible asset, net

    35,694        —          35,694   

Cash and cash equivalents

    10,551        —          10,551   

Restricted cash

    2,588        —          2,588   

Accounts receivable, net

    4,186        —          4,186   

Prepaid expenses and other assets

    4,606        —          4,606   

Deferred financing costs

    2,743        428        3,171   
                       

Total assets

  $ 425,308      $ 68,428      $ 493,736   
                       

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Long-term debt

  $ 105,000      $ 69,616      $ 174,616   

Accounts payable and accrued expenses

    11,373        —          11,373   

Dividends payable

    3,679        —          3,679   
                       

Total liabilities

    120,052        69,616        189,668   
                       

Commitments and contingencies

     

Preferred shares, $.01 par value; 100,000,000 shares authorized; no shares issued and outstanding

    —          —          —     

Common shares, $.01 par value; 400,000,000 shares authorized; 18,435,670 shares issued and outstanding

    184        —          184   

Additional paid-in capital

    311,303        —          311,303   

Cumulative dividends in excess of net income

    (6,231     (1,188     (7,419
                       

Total shareholders’ equity

    305,256        (1,188     304,068   
                       

Total liabilities and shareholders’ equity

  $ 425,308      $ 68,428      $ 493,736   
                       

 

Footnotes:

(1) Reflects the probable acquisition of the Courtyard Washington Capitol Hill/Navy Yard as if it had occurred on December 31, 2010 for $68,000. The acquisition is expected to be funded by assuming existing mortgage debt, which had a balance of $37,801 as of December 31, 2010, and by borrowing under the Company’s revolving credit facility. The pro forma adjustment also reflects the following:

 

     Cash paid of $428 for estimated deferred financing costs in connection with assuming the existing mortgage debt;

 

     Cash paid of $1,188 for estimated hotel acquisition costs; and

 

     Proceeds from borrowings under the revolving credit facility of $31,815.


CHESAPEAKE LODGING TRUST

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(in thousands, except share and per share data)

 

    Historical
Chesapeake
Lodging
Trust
    Completed Acquisitions     Probable
Acquisition
                Pro Forma
Chesapeake
Lodging
Trust
 
      Hyatt
Regency
Boston  (1)
    Hilton
Checkers
Los Angeles (2)
    Courtyard
Anaheim
at
Disneyland
Resort (3)
    Boston
Marriott
Newton (4)
    Le Meridien
San Francisco  (5)
    Courtyard
Washington
Capitol Hill/Navy
Yard (6)
    Acquisition-Related
Debt
Financings (7)
    Pro Forma
Adjustments
   

REVENUE

                   

Rooms

  $ 38,530      $ 2,541      $ 4,021      $ 2,952      $ 8,046      $ 21,497      $ 11,085      $ —        $ —        $ 88,672   

Food and beverage

    13,758        688        807        266        6,042        5,392        1,008        —          —          27,961   

Other

    1,906        106        456        186        468        522        518        —          —          4,162   
                                                                               

Total revenue

    54,194        3,335        5,284        3,404        14,556        27,411        12,611        —          —          120,795   
                                                                               

EXPENSES

                   

Hotel operating expenses:

                   

Rooms

    9,104        713        1,008        645        2,259        6,166        2,200        —          —          22,095   

Food and beverage

    9,414        709        841        210        3,709        5,541        831        —          —          21,255   

Other direct

    1,053        124        89        52        185        427        104        —          —          2,034   

Indirect

    17,770        1,928        1,921        1,078        5,651        8,664        4,343        —          —          41,355   
                                                                               

Total hotel operating expenses

    37,341        3,474        3,859        1,985        11,804        20,798        7,478        —          —          86,739   

Depreciation and amortization

    4,793        811        1,719        553        866        4,167        693        —          (388 )(8)      13,214   

Intangible asset amortization

    411        32        —          —          —          —          —          —          73 (9)      516   

Corporate general and administrative:

                   

Share-based compensation

    1,689        —          —          —          —          —          —          —          87 (10)      1,776   

Hotel property acquisition costs

    3,597        —          —          —          —          —          —          —          1,188 (11)      4,785   

Other

    5,396        —          —          —          —          —          —          —          292 (12)      5,688   
                                                                               

Total operating expenses

    53,227        4,317        5,578        2,538        12,670        24,965        8,171        —          1,252        112,718   
                                                                               

Operating income (loss)

    967        (982     (294     866        1,886        2,446        4,440        —          (1,252     8,077   

Interest income

    120        —          266        —          —          —          4        —          (266 )(13)      124   

Interest expense

    (2,344     —          (372     (845     (746     (2,095     (2,279     (10,216     6,402 (14)      (12,495

Gain on derivatives

    —          —          —          420        —          —          —          —          (420 )(15)      —     
                                                                               

Income (loss) before income taxes

    (1,257     (982     (400     441        1,140        351        2,165        (10,216     4,464        (4,294

Income tax benefit (expense)

    583        —          —          —          —          —          —          —          (344 )(16)      239   
                                                                               

Net income (loss)

  $ (674   $ (982   $ (400   $ 441      $ 1,140      $ 351      $ 2,165      $ (10,216   $ 4,120      $ (4,055
                                                                               

Net loss available per share–basic and diluted:

  $ (0.07                   $ (0.23

Weighted-average number of common shares outstanding–basic and diluted:

    11,236,120                        18,184,215  (17) 

Footnotes:

(1) Reflects the results of operations of the Hyatt Regency Boston prior to the effective date of the Company’s acquisition of the hotel on March 1, 2010.
(2) Reflects the results of operations of the Hilton Checkers Los Angeles prior to the Company’s acquisition of the hotel on June 1, 2010.
(3) Reflects the results of operations of the Courtyard Anaheim at Disneyland Resort prior to the Company’s acquisition of the hotel on July 30, 2010.
(4) Reflects the results of operations of the Boston Marriott Newton prior to the Company’s acquisition of the hotel on July 30, 2010.
(5) Reflects the results of operations of the Le Meridien San Francisco prior to the Company’s acquisition of the hotel on December 15, 2010.
(6) Reflects the results of operations of the Courtyard Washington Capitol Hill/Navy Yard for the year ended December 31, 2010.
(7) Reflects the interest expense, including amortization of deferred financing costs, related to the acquisition-related borrowings of approximately $76.8 million under the Company’s revolving credit facility and $60 million under the Company’s term loan.
(8) Reflects adjustment to depreciation expense based on the Company’s cost basis in the acquired hotel properties and its accounting policy for depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 40 years for building and seven years for furniture, fixtures and equipment.
(9) Reflects adjustment to amortization of intangible asset expense based on the Company’s cost basis in the acquired long-term air rights contract associated with the Hyatt Regency Boston and its accounting policy for amortization. Intangible asset amortization is computed using the straight-line method over the term of the contract, which expires in 2079.
(10) Reflects adjustment to record full year of share-based compensation expense for the Company’s board of trustees and executives with management contracts as if the Company had commenced operations on January 1, 2010.
(11) Reflects adjustment to record estimated transaction costs related to the probable acquisition of the Courtyard Washington Capitol Hill/Navy Yard.
(12) Reflects adjustment to record full year of corporate general and administrative expenses, including employee payroll and benefits, board of trustees fees, investor relations costs, professional services fees, and other costs of being a public company as if the Company had commenced operations on January 1, 2010.
(13) Reflects removal of historical interest income related to a note receivable not assumed in conjunction with the acquisition of the Hilton Checkers Los Angeles.
(14) Reflects removal of historical interest expense related to debt not assumed in conjunction with the acquisitions of the Hilton Checkers Los Angeles, Courtyard Anaheim at Disneyland Resort, Boston Marriott Newton, and Le Meridien San Francisco.
(15) Reflects removal of historical gain on derivatives related to an interest rate swap contract not assumed in conjunction with the acquisition of the Courtyard Anaheim at Disneyland Resort.
(16) Reflects adjustment to record pro forma income taxes related to the Company’s taxable REIT subsidiary as if all acquisitions had occurred on January 1, 2010.
(17) Reflects number of common shares issued and outstanding as if the Company’s IPO, private placements, and secondary offering transactions had occurred on January 1, 2010.