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EX-23.1 - EXHIBIT 23.1 - DiamondRock Hospitality Co | c20767exv23w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2011
DiamondRock Hospitality Company
(Exact name of registrant as specified in its charter)
Maryland | 001-32514 | 20-1180098 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3 Bethesda Metro Center, Suite 1500 Bethesda, MD |
20814 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (240) 744-1150
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K filed by
DiamondRock Hospitality Company (the Company) on June 2, 2011 for the acquisition of the Radisson
Lexington Hotel New York, to include the historical financial statements and pro forma financial
information required by Items 9.01(a) and (b) of Form 8-K.
ITEM 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Radisson Lexington Hotel New York
Independent Auditors Report |
||||
Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 |
||||
Statements of Operations for the three months ended March 31, 2011 and 2010 (unaudited) and year
ended December 31, 2010 |
||||
Statements of Changes in Equity for the three months ended March 31, 2011 (unaudited) and year
ended December 31, 2010 |
||||
Statements of Cash Flows for the three months ended March 31, 2011 and 2010 (unaudited) and year
ended December 31, 2010 |
||||
Notes to Financial Statements |
(b) Pro Forma Financial Information.
DiamondRock Hospitality Company
Unaudited Pro Forma Financial Information |
||||
Unaudited Pro Forma Consolidated Balance Sheet as of June 17, 2011 |
||||
Notes to Unaudited Pro Forma Consolidated Balance Sheet as of June 17, 2011 |
||||
Unaudited Pro Forma Consolidated Statement of Operations for the Period from January 1, 2011 to
June 17, 2011 |
||||
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Period from
January 1, 2011 to June 17, 2011 |
||||
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2010 |
||||
Notes to Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended
December 31, 2010 |
(d) Exhibits.
Exhibit Number | Exhibit Description | |||
23.1 | Consent of KPMG LLP. |
Independent Auditors Report
The Manager
Radisson Lexington Hotel:
Radisson Lexington Hotel:
We have audited the accompanying balance sheet of Radisson Lexington Hotel as of December 31, 2010,
and the related statements of operations, changes in equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Hotels management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Hotels internal control over financial reporting. Accordingly,
we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Radisson Lexington Hotel as of December 31, 2010, and the
results of its operations and its cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.
/s/
KPMG LLP
McLean, Virginia
August 4, 2011
McLean, Virginia
August 4, 2011
RADISSON LEXINGTON HOTEL
Balance Sheets
March 31, 2011 (unaudited) and December 31, 2010
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Assets |
||||||||
Investment in Hotel, net of accumulated depreciation
of $40,811,987 (unaudited) and $39,355,051, respectively |
$ | 92,620,186 | $ | 94,056,974 | ||||
Cash and cash equivalents |
4,573,105 | 2,092,804 | ||||||
Restricted cash |
17,928,466 | 19,508,018 | ||||||
Accounts receivable |
2,858,352 | 3,228,574 | ||||||
Prepaid expenses and other assets |
1,243,658 | 2,467,192 | ||||||
Deferred expenses, net of accumulated amortization
of $190,371 (unaudited) and $185,130, respectively |
310,371 | 188,112 | ||||||
Total assets |
$ | 119,534,138 | $ | 121,541,674 | ||||
Liabilities and Equity |
||||||||
Debt |
$ | 100,000,000 | $ | 100,000,000 | ||||
Accounts payable and other liabilities |
2,687,835 | 3,117,885 | ||||||
Accrued interest |
31,574 | 31,802 | ||||||
Accrued payroll and benefits |
1,035,978 | 1,349,870 | ||||||
Accrued management and incentive fees |
195,235 | 643,664 | ||||||
Deposits |
955,813 | 660,681 | ||||||
Total liabilities |
104,906,435 | 105,803,902 | ||||||
Equity |
14,627,703 | 15,737,772 | ||||||
Total liabilities and equity |
$ | 119,534,138 | $ | 121,541,674 | ||||
See accompanying notes to financial statements.
RADISSON LEXINGTON HOTEL
Statements of Operations
Three Months ended March 31, 2011 and 2010 (unaudited) and Year ended December 31, 2010
Three | Three | |||||||||||
months ended | months ended | Year ended | ||||||||||
March 31, | March 31, | December 31, | ||||||||||
2011 | 2010 | 2010 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Revenues: |
||||||||||||
Room |
$ | 8,097,809 | $ | 8,030,992 | $ | 46,971,294 | ||||||
Food and beverage |
130,020 | 153,118 | 577,300 | |||||||||
Other |
623,034 | 592,282 | 2,811,274 | |||||||||
Total revenues |
8,850,863 | 8,776,392 | 50,359,868 | |||||||||
Expenses: |
||||||||||||
Rooms |
3,613,376 | 3,278,156 | 14,647,067 | |||||||||
Food and beverage |
75,243 | 84,195 | 342,199 | |||||||||
Other property and operating |
3,767,216 | 3,873,461 | 16,187,811 | |||||||||
Management and incentive fees |
351,812 | 346,383 | 1,994,861 | |||||||||
Interest |
184,934 | 176,547 | 762,107 | |||||||||
Depreciation |
1,456,936 | 1,456,664 | 5,844,971 | |||||||||
Total expenses |
9,449,517 | 9,215,406 | 39,779,016 | |||||||||
Income (loss)
before income taxes |
(598,654 | ) | (439,014 | ) | 10,580,852 | |||||||
Income tax expense |
33,972 | | 341,725 | |||||||||
Net income (loss) |
$ | (632,626 | ) | $ | (439,014 | ) | $ | 10,239,127 | ||||
See accompanying notes to financial statements.
RADISSON LEXINGTON HOTEL
Statements of Changes in Equity
Three Months ended March 31, 2011 (unaudited) and Year ended December 31, 2010
Equity at January 1, 2010 |
$ | 6,864,579 | ||
Distributions |
(1,965,934 | ) | ||
Contributions |
600,000 | |||
Net income |
10,239,127 | |||
Equity at December 31, 2010 |
15,737,772 | |||
Distributions (unaudited) |
(477,443 | ) | ||
Net loss (unaudited) |
(632,626 | ) | ||
Equity at March 31, 2011 (unaudited) |
$ | 14,627,703 | ||
See accompanying notes to financial statements.
RADISSON LEXINGTON HOTEL
Statements of Cash Flow
Three Months ended March 31, 2011 and 2010 (unaudited) and Year ended December 31, 2010
Three | Three | |||||||||||
months ended | months ended | Year ended | ||||||||||
March 31, | March 31, | December 31, | ||||||||||
2011 | 2010 | 2010 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Cash flows from operating activities: |
||||||||||||
Net income (loss) |
$ | (632,626 | ) | $ | (439,014 | ) | $ | 10,239,127 | ||||
Adjustments to reconcile net income (loss) to net cash
provided by operating activities: |
||||||||||||
Amortization |
5,241 | 5,243 | 20,974 | |||||||||
Depreciation |
1,456,936 | 1,456,664 | 5,844,971 | |||||||||
Loss on interest rate protection agreements |
13 | 5 | 14,992 | |||||||||
Loss on sale of assets |
| | 12,592 | |||||||||
Changes in assets and liabilities: |
||||||||||||
Restricted cash |
1,205,786 | (1,824,576 | ) | (14,902,182 | ) | |||||||
Accounts receivable |
370,222 | (3,989 | ) | (420,403 | ) | |||||||
Prepaid expenses and other assets |
1,223,521 | 1,359,151 | 336,943 | |||||||||
Accounts payable and other liabilities |
(430,049 | ) | 129,363 | 695,553 | ||||||||
Accrued interest |
(228 | ) | (1,123 | ) | 182 | |||||||
Accrued payroll and benefits |
(313,892 | ) | (531 | ) | 443,274 | |||||||
Accrued management and incentive fees |
(448,429 | ) | (391,433 | ) | 59,219 | |||||||
Deposits |
295,131 | (71,865 | ) | (327,503 | ) | |||||||
Net cash provided by operating activities |
2,731,626 | 217,895 | 2,017,739 | |||||||||
Cash flows from investing activities: |
||||||||||||
Change in restricted cash |
373,766 | | (540,026 | ) | ||||||||
Hotel improvements |
(20,148 | ) | (271,561 | ) | (482,096 | ) | ||||||
Net cash provided by (used in) investing activities |
353,618 | (271,561 | ) | (1,022,122 | ) | |||||||
Cash flows from financing activities: |
||||||||||||
Distributions |
(477,443 | ) | (467,684 | ) | (1,965,934 | ) | ||||||
Contributions |
| | 600,000 | |||||||||
Payment of loan costs |
(127,500 | ) | | | ||||||||
Payment of interest rate protection agreements |
| | (15,000 | ) | ||||||||
Net cash used in financing activities |
(604,943 | ) | (467,684 | ) | (1,380,934 | ) | ||||||
Net increase (decrease) in cash and cash equivalents |
2,480,301 | (521,350 | ) | (385,317 | ) | |||||||
Cash and
cash equivalents at beginning of period |
2,092,804 | 2,478,121 | 2,478,121 | |||||||||
Cash and cash equivalents at end of period |
$ | 4,573,105 | $ | 1,956,771 | $ | 2,092,804 | ||||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid for interest |
$ | 186,162 | $ | 177,670 | $ | 761,925 | ||||||
Cash paid for unincorporated business tax |
230,500 | | 145,197 | |||||||||
Supplemental disclosure of noncash investing activities: |
||||||||||||
Retirement of fully depreciated furniture, fixtures and equipment |
$ | | $ | 55,015 | $ | 67,608 |
RADISSON LEXINGTON HOTEL
Notes to Financial Statements
Three Months ended March 31, 2011 and 2010 (unaudited) and December 31, 2010
(1) | Description of Business |
The Radisson Lexington Hotel (the Hotel) is a full service 712-room hotel located at 511
Lexington Avenue, New York, New York. The Hotel includes guest rooms, meeting facilities,
conference rooms, restaurants, a fitness center and retail facilities. |
(2) | Basis of Presentation |
These financial statements present the carve-out balance sheets, statements of operations and
cash flows of the Hotel, not of an existing legal entity. The accompanying financials
statements are presented in accordance with U.S. generally accepted accounting principles
(U.S. GAAP). |
The accompanying unaudited financial statements of the Hotel as of March 31, 2011 and for the
three-month periods ended March 31, 2011 and 2010, have been prepared pursuant to the
Securities and Exchange Commission (SEC) rules and regulations. All amounts included in the
notes to the financial statements referring to March 31, 2011, and for the three-month periods
ended March 31, 2011 and 2010 are unaudited. The accompanying financial statements reflect, in
the opinion of management, all adjustments considered necessary for a fair presentation of the
interim financial statements. All adjustments are of a normal and recurring nature. |
(3) | Summary of Significant Accounting Policies |
(a) | Investment in Hotel |
The Hotel is stated at cost and is depreciated using the straight-line method over its
estimated useful life of 40 years. Furniture, fixtures and equipment are depreciated
using the straight-line method over an estimated useful life of 5 years. |
Whenever events or changes in circumstances indicate that the carrying value of the hotel
may not be recoverable, management reviews the carrying value of the Hotel to determine
if the carrying value cannot be recovered based on estimated future undiscounted cash
flows, without interest charges. If management determines that the carrying value cannot
be recovered based on estimated future undiscounted cash flows, without interest charges,
over the shorter of the Hotels estimated useful life or the expected holding period, an
impairment loss would be recorded based on the estimated fair value of the Hotel. No
impairment loss with respect to the carrying value of the Hotel has been recorded in 2010
or the three-month period ended March 31, 2011. |
Maintenance and repairs are charged to operations as incurred. Major renewals and
betterments with a useful life greater than one year are capitalized. Upon the sale or
disposition of a fixed asset, the asset and related accumulated depreciation are removed
from the accounts, and the related gain or loss is included in operations. |
The Hotel capitalizes interest and certain other costs, such as property taxes, property
insurance and employee costs related to major renovations and redevelopments. The Hotel
ceases capitalizing these costs when construction is substantially complete. No such
costs were capitalized in 2010 or in the three-month period ended March 31, 2011. |
(Continued)
RADISSON LEXINGTON HOTEL
Notes to Financial Statements
Three Months ended March 31, 2011 and 2010 (unaudited) and December 31, 2010
(b) | Cash and Cash Equivalents |
All highly liquid investments with original maturities of three months or less when
purchased are considered to be cash equivalents. |
(c) | Restricted Cash |
Restricted cash consists of escrow accounts for taxes, insurance and capital
expenditures, as required by the mortgage loan agreement. Also included in this total are
cash receipts funded into a lender controlled lockbox for the payment of operating costs
of the Hotel as discussed in Note 6. |
(d) | Accounts Receivable |
Accounts receivable consist of amounts due from guests or groups for rooms and services
provided by the Hotel. Also included in accounts receivable is $901,707 of deferred rent
receivable related to retail leases. The Hotel maintains an allowance for doubtful
accounts for estimated losses on uncollectible accounts receivable, if necessary. At
December 31, 2010, and March 31, 2011, there were no allowances provided as all accounts
are expected to be fully collectible. |
(e) | Deferred Expenses |
Deferred expenses consist primarily of leasing commissions. Leasing commissions are
amortized over the term of the related lease. Amortization of leasing commissions is
included in other property and operating expense in the accompanying consolidated
financial statements. |
(f) | Deposits |
Deposits consist of advance deposits and security deposits. Advance deposits are deposits
received from guests to reserve rooms and services in advance and are recorded as revenue
as the related rooms are utilized or services rendered. Security deposits are deposits
received from retail tenants leasing space within the Hotel. |
(g) | Revenue Recognition |
Room revenues and food and beverage revenues are recognized as earned when rooms are
occupied and as services are performed. Rental income on retail space is recognized on a
straight-line basis over the term of each respective lease. Other income is recognized as
earned and consists primarily of telephone, internet, movies, cancellation fees, interest
income and other miscellaneous fees and services. |
(h) | Advertising and Promotion Costs |
The costs of advertising, promotional, sales and marketing programs are charged to
operations in the year incurred and are included in other property and operating expenses
in the accompanying consolidated statement of operations. |
(i) | Use of Estimates |
The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported
amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses recognized during
the reporting period. Actual results could differ from those estimates. |
(Continued)
RADISSON LEXINGTON HOTEL
Notes to Financial Statements
Three Months ended March 31, 2011 and 2010 (unaudited) and December 31, 2010
(j) | Concentration of Credit Risk |
The Hotel maintains cash and cash equivalents and restricted cash in accounts with
various financial institutions in excess of the amount insured by the Federal Deposit
Insurance Corporation. The Hotels management does not believe there is a significant
credit risk associated with deposits in excess of federally insured amounts. |
(k) | Income Taxes |
During all periods presented, the owner of the Hotel was a limited liability company
which is taxed for federal and state income tax purposes as a partnership and,
accordingly, all taxable income or loss flows through to the Members in their individual
tax returns. In addition, the Hotel is subject to New York City unincorporated business
tax, which is approximately 4% of taxable income. |
In accordance with the authoritative guidance on accounting for and disclosure of
uncertainty in tax positions, the Hotel determines whether a tax position is more likely
than not to be sustained upon examination, including resolution of any related appeals or
litigation processes, based on the technical merits of the position. For tax positions
meeting the more likely than not threshold, the tax amount recognized in the financial
statements is reduced by the largest benefit that has a greater than fifty percent
likelihood of being realized upon ultimate settlement with the relevant taxing authority.
The Hotel has determined that there was no effect on the consolidated financial
statements from the adoption of the authoritative guidance and the Hotel does not expect
that the total amount of unrecognized tax benefits will materially change over the next
twelve months. Additionally, no interest or penalty related to uncertain taxes has been
recognized in the accompanying consolidated financial statements. |
No amounts have been accrued for uncertain positions as of December 31, 2010. However,
managements conclusions regarding uncertain tax positions may be subject to review and
adjustment at a later date based on ongoing analyses of tax laws, regulations and
interpretations thereof and other factors. |
The owner of the Hotel files tax returns as prescribed by the tax laws of the
jurisdictions in which the Hotel operates. In the normal course of business, the owner of
the Hotel is subject to examination by the United States Internal Revenue Service, and
the other state and local jurisdictions in which it operates. As of December 31, 2010,
the tax years of the limited liability company that remain subject to examination by the
major tax jurisdictions under the statute of limitations is from the year 2007 forward. |
(Continued)
RADISSON LEXINGTON HOTEL
Notes to Financial Statements
Three Months ended March 31, 2011 and 2010 (unaudited) and December 31, 2010
(4) | Investment in Hotel |
Investment in Hotel at December 31, 2010 consists of the following: |
March 31, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | ||||||||
Land |
$ | 11,329,866 | $ | 11,329,866 | ||||
Building and improvements |
105,790,783 | 105,790,783 | ||||||
Furniture, fixtures and equipment |
16,311,524 | 16,291,376 | ||||||
133,432,173 | 133,412,025 | |||||||
Accumulated depreciation |
(40,811,987 | ) | (39,355,051 | ) | ||||
$ | 92,620,186 | $ | 94,056,974 | |||||
(5) | Franchise Fees |
The franchise agreement requires the Hotel to pay royalty, reservation and marketing fees and
terminates in January 2020. Royalty fees are 2.75% of gross room sales. Franchise fees are
1.0% of gross room sales. Reservation fees are 1.0% of gross room sales. For the year ended
December 31, 2010, royalty fees and franchise fees were $1,801,579 and marketing fees were
$608,513 and are included in other property and operating expenses on the statement of
operations. Reservation fees were $737,436 for the year ended December 31, 2010 and are
included in rooms expense on the statement of operations. |
For the three-month periods ended March 31, 2011 and 2010, royalty fees and franchise fees
were $303,770 and $341,317, respectively, marketing fees were $123,781 and $81,304,
respectively, and are included in other property and operating expenses on the statement of
operations. Reservation fees were $147,214 and $156,421, respectively, for the three-month
periods ended March 31, 2011 and 2010 and are included in rooms expense on the statement of
operations. |
(6) | Debt |
The Hotels debt consists of a senior loan of $100,000,000 due on October 9, 2011. The loan
bears interest at LIBOR plus 0.478% and requires interest-only payments through maturity, when
the entire balance is due. The senior loan is collateralized by the Hotel. |
The Hotel is subject to provisions of its loan which permit the lender to receive all cash
receipts generated by the Hotel and control the release of cash to the Company for the payment
of expenses and custodial cash owed to taxing authorities and others. The Hotel became subject
to the provisions in 2009 when the Net Cash Flows, as defined in the loan agreement, fell
below the stated threshold. As of December 31, 2010, $16,713,936 of restricted cash is
controlled by the lender subject to these provisions. As of March 31, 2011, $14,939,366 of
restricted cash is controlled by the lender subject to these provisions. |
On June 1, 2011, in connection with the sale of the Hotel, the loan was paid in full and the
Hotel is no longer subject to the provisions of the loan. |
(Continued)
RADISSON LEXINGTON HOTEL
Notes to Financial Statements
Three Months ended March 31, 2011 and 2010 (unaudited) and December 31, 2010
(7) | Fair Value of Financial Instruments |
The carrying values of the Hotels cash and cash equivalents, restricted cash, accounts
receivable, prepaid expenses, accounts payable, and accrued expenses approximated fair value
based on the short-term nature of the balances converting to cash. The Hotel estimated the
fair value of its long-term debt by discounting the future cash flows at estimated market
rates. The Hotel has estimated that the fair value of its long-term debt is approximately
$96.8 million as of December 31, 2010. However, this estimate is affected by and is subject to
significant variability based on market rates and availability of such debt. |
(8) | Leases |
The Hotel leases space to certain merchants. These leases are accounted for as operating
leases and have scheduled rent increases throughout the lease terms. The terms of the leases
typically range from 10 to 20 years. Rental income earned from these leases for the year ended
December 31, 2010 and for the three-month periods ended March 31, 2011 and 2010 were
$1,619,072, $386,524 and $411,934, respectively. At December 31, 2010, the future minimum
lease payments to be received by the Hotel on the operating leases were: |
Year: | ||||
2011 |
$ | 1,591,531 | ||
2012 |
1,580,233 | |||
2013 |
1,143,792 | |||
2014 |
1,126,733 | |||
2015 |
976,288 | |||
Thereafter |
6,334,796 | |||
$ | 12,753,373 | |||
(9) | Related Party Transactions |
The Hotel is managed by an entity related to the Members of its owner. The hotel management
agreement provides for a base management fee equal to 3% of gross receipts, as defined by the
agreement. The base fee is payable monthly. The agreement also provides for an incentive fee
of 1% of the gross receipts from the Hotel when certain returns are achieved. The agreement
expires in June 2014 with one extension of five years. Management fees of $1,496,146 and
incentive fees of $498,715 were incurred during the year ended December 31, 2010 of which
$643,664 was accrued as of December 31, 2010. Management fees of $263,859 and incentive fees
of $87,953 were incurred during the three-month period ended March 31, 2011 of which $195,235
was accrued as of March 31, 2011. Management fees of $259,788 and incentive fees of $86,596
were incurred during the three month period ended March 31, 2010. |
A development management fee is to be paid monthly at a rate of 4% of capital improvements
made to the Hotel, as defined by the agreement. There were no development management fees
incurred and capitalized during the year ended December 31, 2010 or the three-month periods
ended March 31, 2011 and 2010. |
(Continued)
RADISSON LEXINGTON HOTEL
Notes to Financial Statements
Three Months ended March 31, 2011 and 2010 (unaudited) and December 31, 2010
(10) | Commitments and Contingencies |
The Hotel is subject to environmental regulations related to the ownership, management,
development and acquisition of real estate. The cost of complying with the environmental
regulations was not material to the Hotels operations for the year ended December 31, 2010 or
the three-month periods ended March 31, 2011 and 2010. The Hotel is not aware of any
environmental condition which is likely to have a material adverse effect on the Hotels
financial position. |
From time to time, the Hotel has been and may in the future be involved as a party in various
legal proceedings, both as plaintiff and defendant. Management regularly analyzes current
information and, as necessary, provides accruals for claims for which an unfavorable outcome
is probable and the amount can be estimated. As of the date of the financial statements, there
were no threatened or pending legal matters of which management was aware which in the event
of an unfavorable outcome would, in the opinion of management and legal counsel, have a
material impact on the Hotels results of operations, financial position or cash flows. |
In June 2008, the Internal Revenue Service (IRS) notified the owner of the Hotel that they
were examining the tax return of the entity (the Seller) that originally sold the Hotel
property to the owner. The IRS further informed the owner of the Hotel that it may seek to
assess the owner of the Hotel transferee liability for part or all of the Sellers potential
tax liability pursuant to Section 6901 of the Internal Revenue Code of 1986, as amended. The
IRS has subsequently communicated to the owner of the Hotel that it was no longer pursuing the
Hotel for transferee liability. The IRS is now considering whether the owner of the Hotel has
a Foreign Investment in Real Property Tax Act (FIRPTA) withholding liability as it relates to
their original purchase of the property. |
Management believes that any IRS assertion of FIRPTA withholding liability is unlikely to
succeed and would be subject to significant defenses and management intends to vigorously
defend its position. A successful claim by the IRS would likely have a material impact to the
owner of the Hotel. Management believes that the potential liability is estimated at $20
million to $30 million. The audit on this issue continues to be in its initial stage, no claim
for adjustment has been proposed by the IRS, and the IRS has not provided the owner of the
Hotel with the legal or factual basis of any potential claim. |
(Continued)
RADISSON LEXINGTON HOTEL
Notes to Financial Statements
Three Months ended March 31, 2011 and 2010 (unaudited) and December 31, 2010
(11) | Subsequent Events |
The Company has performed an evaluation of subsequent events through August 4, 2011 (which is
the date the financial statements were available to be issued), and the results of this
evaluation are appropriately reflected in these consolidated financial statements. |
On June 1, 2011, the Hotel was acquired by DiamondRock Hospitality Company for a contractual
purchase price of $335 million. |
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The Companys historical financial information for the year ended December 31, 2010 has been
derived from its historical financial statements audited by KPMG LLP, an independent registered
accounting firm. The Companys historical financial information as of and for the period ended June
17, 2011 has been derived from its unaudited historical financial statements. The following
unaudited pro forma financial information gives effect to the following:
| The Companys acquisitions of the Hilton Minneapolis, Renaissance Charleston Historic
District Hotel, Hilton Garden Inn Chelsea/New York City, JW Marriott Denver at Cherry
Creek, Radisson Lexington Hotel New York, and Courtyard Denver Downtown; |
| The assumption of $42.4 million of mortgage debt in conjunction with the acquisition of
the JW Marriott Denver at Cherry Creek and $27.2 million of mortgage debt in conjunction
with the acquisition of the Courtyard Denver Downtown; |
| The Companys borrowings under the $100 million mortgage secured by the Hilton
Minneapolis; |
| The amendment to the Companys $200 million corporate credit facility, as well as the
$115 million draw in conjunction with the acquisition of the Radisson Lexington Hotel New
York and the $15 million draw in conjunction with the acquisition of the Courtyard Denver
Downtown; and |
| The Companys follow-on public offering of 12,418,662 shares of common stock at $12.07
per share, with approximately $149.7 million of net proceeds to the Company. |
The accompanying pro forma financial information reflects the preliminary application of
purchase accounting to the acquisitions of the JW Marriott Denver at Cherry Creek, the Radisson
Lexington Hotel New York and the Courtyard Denver Downtown. The preliminary purchase accounting
may be adjusted if any of the assumptions underlying the purchase accounting change. The unaudited
pro forma consolidated balance sheet as of June 17, 2011 is presented as if these transactions had
occurred on June 17, 2011. The unaudited pro forma consolidated statement of operations for the
period ended June 17, 201l is presented as if these transactions
happened on January 1, 2010. The
unaudited pro forma consolidated statement of operations for the year ended December 31, 2010 is
presented as if these transactions had occurred on January 1, 2010.
The unaudited pro forma financial information and related notes are presented for
informational purposes only and do not purport to represent what the Companys results of
operations would actually have been if the transactions had in fact occurred on the dates discussed
above. They also do not project or forecast the Companys results of operations for any future
date or period.
The unaudited pro forma financial information should be read together with the historical
financial statements and notes thereto and with the information set forth under Managements
Discussion and Analysis of Financial Condition and Results of Operations included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2010. The pro forma adjustments are
based on available information and upon assumptions that management believes are reasonable.
However, the Company cannot assure you that actual results would not differ from the pro forma
information and perhaps in material and adverse ways.
DIAMONDROCK HOSPITALITY COMPANY
Unaudited
Pro Forma Consolidated Balance Sheet
As of June 17, 2011
(in thousands)
A | ||||||||||||
Courtyard | ||||||||||||
Historical | Denver | Pro Forma | ||||||||||
(unaudited) | ||||||||||||
ASSETS |
||||||||||||
Property and equipment, net |
$ | 2,461,702 | $ | 46,333 | $ | 2,508,035 | ||||||
Deferred financing costs, net |
6,935 | 69 | 7,004 | |||||||||
Restricted cash |
75,812 | | 75,812 | |||||||||
Due from hotel managers |
60,340 | 46 | 60,386 | |||||||||
Note receivable |
57,346 | | 57,346 | |||||||||
Favorable
lease assets, net |
43,825 | | 43,825 | |||||||||
Prepaids and other assets |
75,232 | 64 | 75,296 | |||||||||
Cash and cash equivalents |
20,918 | (3,811 | ) | 17,107 | ||||||||
Total assets |
$ | 2,802,110 | $ | 42,701 | $ | 2,844,811 | ||||||
LIABILITIES
AND STOCKHOLDERS EQUITY |
||||||||||||
Liabilities: |
||||||||||||
Mortgage debt |
$ | 921,094 | $ | 27,508 | $ | 948,602 | ||||||
Senior unsecured credit facility |
115,000 | 15,000 | 130,000 | |||||||||
Total debt |
1,036,094 | 42,508 | 1,078,602 | |||||||||
Deferred
income related to key money, net |
20,564 | | 20,564 | |||||||||
Unfavorable contract liabilities, net |
82,923 | | 82,923 | |||||||||
Due to hotel managers |
37,408 | | 37,408 | |||||||||
Dividends declared and unpaid |
13,549 | | 13,549 | |||||||||
Accounts payable and accrued liabilities |
87,827 | 193 | 88,020 | |||||||||
Total other liabilities |
242,271 | 193 | 242,464 | |||||||||
Stockholders Equity: |
||||||||||||
Common stock |
1,674 | | 1,674 | |||||||||
Additional paid-in capital |
1,706,887 | | 1,706,887 | |||||||||
Accumulated deficit |
(184,816 | ) | | (184,816 | ) | |||||||
Total
stockholders equity |
1,523,745 | | 1,523,745 | |||||||||
Total
liabilities and stockholders equity |
$ | 2,802,110 | $ | 42,701 | $ | 2,844,811 | ||||||
NOTES TO UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET
As of June 17, 2011
As of June 17, 2011
The accompanying unaudited Pro Forma Consolidated Balance Sheet as of June 17, 2011 is based
on the Historical Consolidated Balance Sheet as of June 17, 2011, as adjusted to assume that the
following transaction that occurred after June 17, 2011 occurred on June 17, 2011:
| The acquisition of the
Courtyard Denver Downtown for approximately $46.3
million; |
In managements opinion, all material adjustments to reflect the effects of the preceding
transaction have been made. The accompanying unaudited Pro Forma Consolidated Balance Sheet as of
June 17, 2011 is presented for illustrative purposes only and is not necessarily indicative of what
the Companys actual financial position would have been had the transaction described above
occurred on June 17, 2011 nor does it purport to represent the Companys future financial position.
Notes and Management Assumptions:
A | Reflects the adjustment to record the acquisition of the Courtyard Denver
Downtown as follows: |
| Purchase of property and equipment at a fair value of $46.3 million |
| Assumption of mortgage debt with a principal amount of $27.2 million and a fair
value of $27.5 million, resulting in a debt premium of $0.3 million |
| Borrowings of $15.0 million
on the Companys corporate credit facility. |
| Payment of loan assumption fee of $0.1 million, accounted for as deferred
financing costs |
| Assumption of the hotels net working capital liability of $0.1 million. |
DIAMONDROCK HOSPITALITY COMPANY
Unaudited
Pro Forma Consolidated Statement of Operations
Period from January 1, 2011 to June 17, 2011
(in thousands, except share and per share amounts)
B | B | B | C | D | E | |||||||||||||||||||||||||||
JW Marriott | Radisson | Courtyard | Depreciation | TRS Income | Debt Interest | |||||||||||||||||||||||||||
Historical | Denver | Lexington | Denver | Adjustment | Taxes | Expense | Pro Forma | |||||||||||||||||||||||||
(unaudited) | ||||||||||||||||||||||||||||||||
REVENUES |
||||||||||||||||||||||||||||||||
Rooms |
$ | 191,184 | $ | 4,033 | $ | 17,251 | $ | 2,852 | $ | | $ | | $ | | $ | 215,320 | ||||||||||||||||
Food and beverage |
86,466 | 2,229 | 224 | | | | | 88,919 | ||||||||||||||||||||||||
Other |
14,122 | 295 | 873 | 257 | | | | 15,547 | ||||||||||||||||||||||||
Total revenues |
291,772 | 6,557 | 18,348 | 3,109 | | | | 319,786 | ||||||||||||||||||||||||
OPERATING EXPENSES |
||||||||||||||||||||||||||||||||
Rooms |
51,243 | 815 | 6,177 | 611 | | | | 58,846 | ||||||||||||||||||||||||
Food and beverage |
60,252 | 1,603 | 133 | | | | | 61,988 | ||||||||||||||||||||||||
Management fees |
10,389 | 148 | 459 | 62 | | | | 11,058 | ||||||||||||||||||||||||
Other hotel expenses |
105,931 | 2,535 | 6,573 | 1,233 | | | | 116,272 | ||||||||||||||||||||||||
Depreciation and amortization |
43,034 | | | | 5,375 | | | 48,409 | ||||||||||||||||||||||||
Hotel acquisition costs |
2,159 | | | | | | | 2,159 | ||||||||||||||||||||||||
Corporate expenses |
8,448 | | | | | | | 8,448 | ||||||||||||||||||||||||
Total operating expenses |
281,456 | 5,101 | 13,342 | 1,906 | 5,375 | | | 307,180 | ||||||||||||||||||||||||
OPERATING PROFIT |
10,316 | 1,456 | 5,006 | 1,203 | (5,375 | ) | | | 12,606 | |||||||||||||||||||||||
OTHER EXPENSES (INCOME) |
||||||||||||||||||||||||||||||||
Interest income |
(565 | ) | | | | | | | (565 | ) | ||||||||||||||||||||||
Interest expense |
23,483 | | | | | | 4,321 | 27,804 | ||||||||||||||||||||||||
Total other expenses |
22,918 | | | | | | 4,321 | 27,239 | ||||||||||||||||||||||||
(LOSS)
INCOME BEFORE INCOME TAXES |
(12,602 | ) | 1,456 | 5,006 | 1,203 | (5,375 | ) | | (4,321 | ) | (14,633 | ) | ||||||||||||||||||||
Income tax (benefit) expense |
(1,003 | ) | | | | | 151 | | (852 | ) | ||||||||||||||||||||||
NET
(LOSS) INCOME |
$ | (11,599 | ) | $ | 1,456 | $ | 5,006 | $ | 1,203 | $ | (5,375 | ) | $ | (151 | ) | $ | (4,321 | ) | $ | (13,781 | ) | |||||||||||
Calculation of Basic and Dilted EPS (F): | ||||||||||||||||||||||||||||||||
Net Loss | $ | (13,781 | ) | |||||||||||||||||||||||||||||
Weighted Average Number of Shares | 167,263,918 | |||||||||||||||||||||||||||||||
Basic and Diluted Loss per Share | $ | (0.08 | ) | |||||||||||||||||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Period from January 1, 2011 to June 17, 2011
Period from January 1, 2011 to June 17, 2011
The accompanying unaudited Pro Forma Consolidated Statement of Operations for the period from
January 1, 2011 to June 17, 2011 is based on the Historical Consolidated Statement of Operations
for the period from January 1, 2011 to June 17, 2011, as adjusted to assume that the following
transactions occurred on January 1, 2010:
| The acquisition of the JW
Marriott Denver at Cherry Creek for approximately $74.2 million; |
| The acquisition of the
Radisson Lexington Hotel New York for approximately $336.8 million; |
| The acquisition of the
Courtyard Denver Downtown for approximately $46.3
million; |
| Interest on the $42.4 million of mortgage debt assumed in conjunction with the
acquisition of the JW Marriott Denver at Cherry Creek and the $27.2 million of mortgage
debt assumed in conjunction with the acquisition of the Courtyard Denver Downtown; |
| Interest on the fixed-rate $100 million mortgage secured by the Hilton Minneapolis; |
| Interest on the $130 million draw on the Companys corporate credit facility in
conjunction with the acquisitions of the Radisson Lexington Hotel New York and
Courtyard Denver Downtown; and |
| The offering of 12,418,662 shares of the Companys common stock at $12.07 per share
with approximately $149.7 million of net proceeds to the Company. |
In managements opinion, all material adjustments to reflect the effects of the preceding
transactions have been made. The accompanying unaudited Pro Forma Consolidated Statement of
Operations for the period from January 1, 2011 to June 17, 2011 is presented for illustrative
purposes only and is not necessarily indicative of what the Companys actual results of operations
would have been had the transactions described above occurred on January 1, 2010 nor does it
purport to represent the Companys future financial position.
Notes and Management Assumptions:
B | Reflects the adjustment to record the historical unaudited revenues and
operating expenses of the JW Marriott Denver at Cherry Creek, Radisson Lexington Hotel
New York and Courtyard Denver Downtown. |
C | Reflects the adjustment to record the depreciation and amortization resulting
from the acquisitions of the JW Marriott Denver at Cherry Creek, Radisson Lexington
Hotel New York and Courtyard Denver Downtown, as follows (in thousands): |
JW Marriott Denver at Cherry Creek |
$ | 685 | ||
Radisson Lexington Hotel New York |
4,224 | |||
Courtyard Denver Downtown |
466 | |||
Total |
$ | 5,375 | ||
D | Reflects the adjustment to record the pro forma income tax provision of the
Companys taxable REIT subsidiary (TRS) assuming the TRS leases were in place on
January 1, 2010. The pro forma income tax provision was calculated using the TRS
estimated effective income tax rate of 40%. |
E | Reflects the adjustment to include interest expense incurred for the mortgage
debt relating to the Hilton Minneapolis, JW Marriott Denver at Cherry Creek and
Courtyard Denver Downtown and the $130 million draw on the Companys corporate credit
facility. The adjustment also reflects the amendment to the Companys corporate credit
facility, which reduced the unused fee. The interest expense includes the amortization
of deferred financing costs and the debt premium related to the assumption of the
mortgage debt related to the JW Marriott Denver at Cherry Creek and Courtyard Denver
Downtown. The adjustment to interest expense is comprised of the following (in
thousands): |
Interest on new mortgage debt |
$ | 1,549 | ||
Interest on assumed mortgage debt |
1,712 | |||
Interest on credit facility borrowings |
899 | |||
Amortization of deferred financing costs on credit facility
amendment |
157 | |||
Interest on environmental remediation liability |
4 | |||
Total |
$ | 4,321 | ||
F | Reflects the adjustment to weighted average shares to assume the Companys
follow-on public offering of 12,418,662 shares of common stock occurred on January 1,
2010. |
DIAMONDROCK HOSPITALITY COMPANY
Unaudited
Pro Forma Consolidated Statement of Operations
Year Ended December 31, 2010
(in thousands, except share and per share amounts)
G | G | G | G | G | G | H | I | J | ||||||||||||||||||||||||||||||||||||
Hilton | Renaissance | Hilton Garden | JW Marriott | Radisson | Courtyard | Depreciation | TRS Income | Debt Interest | ||||||||||||||||||||||||||||||||||||
Historical | Minneapolis | Charleston | Inn Chelsea | Denver | Lexington | Denver | Adjustment | Taxes | Expense | Pro Forma | ||||||||||||||||||||||||||||||||||
REVENUES |
||||||||||||||||||||||||||||||||||||||||||||
Rooms |
$ | 403,527 | $ | 11,811 | $ | 4,798 | $ | 6,971 | $ | 11,640 | $ | 46,971 | $ | 7,626 | $ | | $ | | $ | | $ | 493,344 | ||||||||||||||||||||||
Food and beverage |
189,291 | 7,110 | 888 | 132 | 6,322 | 577 | | | | | 204,320 | |||||||||||||||||||||||||||||||||
Other |
31,553 | 730 | 246 | 93 | 972 | 2,667 | 613 | | | | 36,874 | |||||||||||||||||||||||||||||||||
Total revenues |
624,371 | 19,651 | 5,932 | 7,196 | 18,934 | 50,215 | 8,239 | | | | 734,538 | |||||||||||||||||||||||||||||||||
OPERATING EXPENSES |
||||||||||||||||||||||||||||||||||||||||||||
Rooms |
106,895 | 3,000 | 1,148 | 1,090 | 2,774 | 14,647 | 1,853 | | | | 131,407 | |||||||||||||||||||||||||||||||||
Food and beverage |
128,429 | 4,056 | 770 | 186 | 4,215 | 342 | | | | | 137,998 | |||||||||||||||||||||||||||||||||
Management fees |
22,017 | 590 | 151 | 180 | 426 | 1,255 | 165 | | | | 24,784 | |||||||||||||||||||||||||||||||||
Other hotel expenses |
222,548 | 6,901 | 1,798 | 2,932 | 6,432 | 15,636 | 2,964 | | | | 259,211 | |||||||||||||||||||||||||||||||||
Depreciation and amortization |
88,464 | | | | | | | 18,333 | | | 106,797 | |||||||||||||||||||||||||||||||||
Hotel acquisition costs |
1,436 | | | | | | | | | | 1,436 | |||||||||||||||||||||||||||||||||
Corporate expenses |
16,385 | | | | | | | | | | 16,385 | |||||||||||||||||||||||||||||||||
Total operating expenses |
586,174 | 14,547 | 3,867 | 4,388 | 13,847 | 31,880 | 4,982 | 18,333 | | | 678,018 | |||||||||||||||||||||||||||||||||
OPERATING PROFIT |
38,197 | 5,104 | 2,065 | 2,808 | 5,087 | 18,335 | 3,257 | (18,333 | ) | | | 56,520 | ||||||||||||||||||||||||||||||||
OTHER EXPENSES (INCOME) |
||||||||||||||||||||||||||||||||||||||||||||
Interest income |
(797 | ) | | | | | | | | | | (797 | ) | |||||||||||||||||||||||||||||||
Interest expense |
45,524 | | | | | | | | | 13,130 | 58,654 | |||||||||||||||||||||||||||||||||
Total other expenses |
44,727 | | | | | | | | | 13,130 | 57,857 | |||||||||||||||||||||||||||||||||
(LOSS)
INCOME BEFORE INCOME TAXES |
(6,530 | ) | 5,104 | 2,065 | 2,808 | 5,087 | 18,335 | 3,257 | (18,333 | ) | | (13,130 | ) | (1,337 | ) | |||||||||||||||||||||||||||||
Income tax
expense |
2,642 | | | | | | | | 732 | | 3,374 | |||||||||||||||||||||||||||||||||
NET
(LOSS) INCOME |
$ | (9,172 | ) | $ | 5,104 | $ | 2,065 | $ | 2,808 | $ | 5,087 | $ | 18,335 | $ | 3,257 | $ | (18,333 | ) | $ | (732 | ) | $ | (13,130 | ) | $ | (4,711 | ) | |||||||||||||||||
Calculation of Basic and Dilted EPS (K): | ||||||||||||||||||||||||||||||||||||||||||||
Net Loss | $ | (4,711 | ) | |||||||||||||||||||||||||||||||||||||||||
Weighted Average Number of Shares | 156,882,249 | |||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Loss per Share | $ | (0.03 | ) | |||||||||||||||||||||||||||||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2010
Year Ended December 31, 2010
The accompanying unaudited Pro Forma Consolidated Statement of Operations for the year ended
December 31, 2010 is based on the Historical Consolidated Statement of Operations for the year
ended December 31, 2010, as adjusted to assume that the following transactions that occurred on
January 1, 2010:
| The acquisition of the following hotels for total consideration of (in thousands) : |
Hilton Minneapolis |
$ | 157,230 | ||
Renaissance Charleston Historic District Hotel |
39,775 | |||
Hilton Garden Inn Chelsea/New York City |
68,995 | |||
JW Marriott Denver at Cherry Creek |
74,200 | |||
Radisson Lexington Hotel New York |
336,765 | |||
Courtyard Denver Downtown |
46,319 | |||
Total |
$ | 723,284 | ||
| Interest on the $42.4 million of mortgage debt assumed in conjunction with the
acquisition of the JW Marriott Denver at Cherry Creek and the $27.2 million of mortgage
debt assumed in conjunction with the acquisition of the Courtyard Denver Downtown; |
| Interest on the fixed-rate $100 million mortgage secured by the Hilton Minneapolis; |
| Interest on the $130 million draw on the Companys corporate credit facility in
conjunction with the acquisitions of the Radisson Lexington Hotel New York and
Courtyard Denver Downtown; and |
| The offering of 12,418,662 shares of the Companys common stock at $12.07 per share
with approximately $149.7 million of net proceeds to the Company. |
In managements opinion, all material adjustments to reflect the effects of the preceding
transactions have been made. The accompanying unaudited Pro Forma Consolidated Statement of
Operations for the year ended December 31, 2010 is presented for illustrative purposes only and is
not necessarily indicative of what the Companys actual results of operations would have been had
the transactions described above occurred on January 1, 2010 nor does it purport to represent the
Companys future financial position. The Company did not include
the $2.2 million of acquisition
costs incurred on its 2011 acquisitions as a pro forma adjustment due the non-recurring nature of
these costs.
Notes and Management Assumptions:
G | Reflects the adjustment to record the historical revenues and operating
expenses of the following hotels acquired in 2010 and 2011 |
| Hilton Minneapolis |
| Renaissance Charleston Historic District Hotel |
| Hilton Garden Inn Chelsea/New York City |
||
| JW Marriott Denver at Cherry Creek |
| Radisson Lexington Hotel New York |
| Courtyard Denver Downtown |
H | Reflects the adjustment to record the depreciation and amortization resulting
from the 2010 and 2011 acquisitions, as follows (in thousands): |
Hilton Minneapolis |
$ | 3,271 | ||
Renaissance Charleston Historic District Hotel |
855 | |||
Hilton Garden Inn Chelsea/New York City |
1,171 | |||
JW Marriott Denver at Cherry Creek |
1,812 | |||
Radisson Lexington Hotel New York |
10,212 | |||
Courtyard Denver Downtown |
1,012 | |||
Total |
$ | 18,333 | ||
I | Reflects the adjustment to record the pro forma income tax provision of the
Companys taxable REIT subsidiary (TRS) assuming the TRS leases were in place on
January 1, 2010. The pro forma income tax provision was calculated using the TRS
historical effective income tax rate. |
J | Reflects the adjustment to include interest expense incurred for the mortgage
debt relating to the Hilton Minneapolis, JW Marriott Denver at Cherry Creek and
Courtyard Denver Downtown and the $130 million of draws on the Companys corporate credit
facility. The adjustment also reflects the amendment to the Companys corporate credit
facility, which reduced the unused fee. The interest expense includes the amortization
of deferred financing costs and the debt premium related to the assumption of the
mortgage debt related to the JW Marriott Denver at Cherry Creek and Courtyard Denver
Downtown. The adjustment to interest expense is comprised of the following (in
thousands): |
Interest on new mortgage debt |
$ | 5,500 | ||
Interest on assumed mortgage debt |
4,234 | |||
Interest on credit facility borrowings |
2,746 | |||
Amortization of deferred financing costs on credit facility
amendment |
640 | |||
Interest on environmental remediation liability |
10 | |||
Total |
$ | 13,130 | ||
K | Reflects the adjustment to weighted average shares to assume the Companys
follow-on public offering of 12,418,662 shares of common stock occurred on January 1,
2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DIAMONDROCK HOSPITALITY COMPANY |
||||
Date: August 5, 2011 | By: | /s/ William J. Tennis | ||
William J. Tennis | ||||
Executive Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |||
23.1 | Consent of KPMG LLP. |