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8-K - FORM 8-K - Morgans Hotel Group Co. | c25362e8vk.htm |
Exhibit 99.1
Morgans Hotel Group Co.
Unaudited Pro Forma Financial Information
Unaudited Pro Forma Financial Information
The accompanying Unaudited Pro Forma Consolidated Financial Statements are presented to reflect
that on November 23, 2011, Royalton Europe Holdings LLC (Royalton Europe), a subsidiary of
Morgans Hotel Group Co. (the Company), and Walton MG London Hotels Investors V, L.L.C. (Walton
MG London), each of which owned a 50% equity interest in the joint venture that owned the
Sanderson and St Martins Lane hotels, completed the sale of their respective equity interests in
the joint venture for an aggregate of £192 million (or approximately $297 million) to Capital Hills
Hotels Limited, a Middle Eastern investor with other global hotel holdings, pursuant to a purchase
and sale agreement entered into on October 7, 2011. A subsidiary of the Company will continue to
operate the hotels under 20-year management agreements, each with one additional 10-year extension
option.
The Unaudited Pro Forma Consolidated Financial Statements include adjustments to reflect the
effects of the sale of the Companys joint venture ownership interest. The Unaudited Pro Forma
Consolidated Statement of Operations for the fiscal year ended December 31, 2010 and nine months
ended September 30, 2011 are presented as if the sale was completed as of January 1, 2010. The
Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2011 is presented as if the sale
of the Companys joint venture ownership interest was consummated at September 30, 2011. The
accompanying Unaudited Pro Forma Consolidated Financial Statements should be read in conjunction
with the Companys historical consolidated financial statements and related notes thereto, and
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 and the Companys
Quarterly Report on Form 10-Q for the nine months ended September 30, 2011.
Pro forma information is intended to provide investors with information about the continuing impact
of a transaction by showing how a specific transaction might have affected historical financial
statements, illustrating the scope of the change in the historical financial position and results
of operations. The adjustments made to historical financial information give effect to events that
are directly attributable to the sale of the Companys joint venture interest, are factually
supportable, and expected to have a continuing impact. The Unaudited Pro Forma Consolidated
Financial Statements are prepared in accordance with Article 11 of Regulation S-X.
The Unaudited Pro Forma Consolidated Financial Statements set forth below are not fact and there
can be no assurance that our actual results will not differ significantly from those set forth
below or that the impact of the sale of the Companys joint venture interest will not differ
significantly from those presented below. Accordingly, the Unaudited Pro Forma Consolidated
Financial Statements are presented for illustrative purposes only and do not purport to represent,
and are not necessarily indicative of, what our actual financial position and results of operations
would have been had the sale of the Companys joint venture interest occurred on the dates
indicated, nor are they indicative of our future financial position or results of operations.
Readers are cautioned not to place undue reliance on such information and the Company makes no
representations regarding the information set forth below or its ultimate performance compared to
it.
Morgans Hotel Group Co.
Unaudited Pro Forma Consolidated Balance Sheet
(in thousands, except per share data)
Unaudited Pro Forma Consolidated Balance Sheet
(in thousands, except per share data)
Disposition of | ||||||||||||
Investment in | ||||||||||||
Historical as of | London Joint | Pro Forma as of | ||||||||||
September 30, 2011 | Venture | September 30, 2011 | ||||||||||
ASSETS |
||||||||||||
Property and equipment, net |
$ | 283,811 | $ | | $ | 283,811 | ||||||
Goodwill |
54,057 | | 54,057 | |||||||||
Investments in and advances to unconsolidated joint ventures |
5,063 | | 5,063 | |||||||||
Cash and cash equivalents |
12,829 | 73,132 | A | 85,961 | ||||||||
Restricted cash |
7,148 | | 7,148 | |||||||||
Accounts receivable, net |
8,250 | 868 | B | 9,118 | ||||||||
Related party receivables |
5,186 | (868 | ) B | 4,318 | ||||||||
Prepaid expenses and other assets |
7,202 | | 7,202 | |||||||||
Deferred tax asset, net |
81,421 | (2,641 | ) C | 78,780 | ||||||||
Other, net |
15,834 | | 15,834 | |||||||||
TOTAL ASSETS |
$ | 480,801 | $ | 70,491 | $ | 551,292 | ||||||
LIABILITIES AND STOCKHOLDERS DEFICIT |
||||||||||||
Debt and capital lease obligations |
$ | 433,267 | $ | | $ | 433,267 | ||||||
Accounts payable and accrued liabilities |
32,353 | | 32,353 | |||||||||
Distributions and losses in excess of investment in unconsolidated joint ventures |
272 | (272 | ) D | | ||||||||
Deferred gains on assets sales |
77,792 | 73,404 | E | 151,196 | ||||||||
Other liabilities |
14,291 | | 14,291 | |||||||||
Total Liabilities |
557,975 | 73,132 | 631,107 | |||||||||
Commitments and contingencies |
||||||||||||
Preferred securities, $.01 par value; liquidation preference $1,000 per share,
75,000 shares authorized and issued at September 30, 2011 |
53,319 | | 53,319 | |||||||||
Common stock, $.01 par value; 200,000,000 shares authorized; 36,277,495 shares
issued at September 30, 2011 |
363 | | 363 | |||||||||
Additional paid-in capital |
289,971 | | 289,971 | |||||||||
Treasury stock, at cost, 5,555,654 shares of common stock at September 30, 2011 |
(89,155 | ) | | (89,155 | ) | |||||||
Accumulated comprehensive loss |
(3,683 | ) | 3,647 | F | (36 | ) | ||||||
Accumulated deficit |
(336,360 | ) | (6,288 | ) G | (342,648 | ) | ||||||
Total Morgans Hotel Group Co. stockholders deficit |
(85,545 | ) | (2,641 | ) | (88,186 | ) | ||||||
Noncontrolling interest |
8,371 | | 8,371 | |||||||||
Total deficit |
(77,174 | ) | (2,641 | ) | (79,815 | ) | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT |
$ | 480,801 | $ | 70,491 | $ | 551,292 | ||||||
See accompanying notes to these unaudited pro forma consolidated financial statements.
Morgans Hotel Group Co.
Notes to Unaudited Pro Forma Consolidated Balance Sheet
Notes to Unaudited Pro Forma Consolidated Balance Sheet
The Unaudited Pro Forma Consolidated Balance Sheet reflects the effects of the sale of Royalton
Europe Holdings LLC (Royalton Europe), a subsidiary of Morgans Hotel Group Co. (the Company),
which owned a 50% equity interest in the joint venture that owns the Sanderson and St Martins Lane
hotels as if this transaction had occurred on September 30, 2011. The Unaudited Pro Forma
Consolidated Balance Sheet:
(A) Reflects the net cash proceeds from the sale of the Companys equity interests in Royalton
Europe. The Company and its joint venture partner, Walton MG London Hotels Investors V, L.L.C.
(Walton MG London), completed the sale of their respective 50% equity interests in the joint
venture for an aggregate of £192 million (or approximately $297 million), of which the Company
recorded net cash proceeds of $73.1 million.
(B) Reflects the reclassification of current receivables due from the Sanderson and St
Martins Lane hotels from related party receivables to accounts receivable as a result of the sale
of the Companys 50% ownership interest in the joint venture that owns the hotels.
(C) Reflects the elimination of deferred tax assets relating to the tax impact of the foreign
currency translation adjustment and the tax impact of the Companys share of the London joint
ventures unrealized loss on valuation of interest rate swaps.
(D) Reflects the disposition and removal of the Companys investment in the London joint
venture. As of September 30, 2011, the Company had recorded its share of net losses, in accordance
with the equity method of accounting, which were in excess of the Companys investment balance.
(E) Reflects the gain from the sale of the Companys equity interests in the joint venture that
owned the Sanderson and St Martins Lane hotels. The Company will continue to manage the hotels
pursuant to 20-year management contracts, each with one 10-year extension option. The gain will be
amortized over the life of the management contracts.
(F) Reflects the disposition and removal of the Companys investment in the London joint venture
including the cumulative impact of the foreign currency translation adjustment and the Companys
share of the London joint ventures unrealized loss on valuation of interest rate swaps.
(G) Reflects the disposition and removal of the Companys investment in the London joint venture
including the realized cumulative impact of the foreign currency translation adjustment and the
Companys share of the London joint ventures realized loss on valuation of interest rate swaps.
Morgans Hotel Group Co.
Unaudited Pro Forma Consolidated Statement of Operations
(in thousands, except per share data)
Unaudited Pro Forma Consolidated Statement of Operations
(in thousands, except per share data)
Historical for the | Disposition of | Pro Forma for | ||||||||||||||
nine months | Investment in | the nine months | ||||||||||||||
ended | London Joint | Amortization of | ended | |||||||||||||
September 30, | Venture | Deferred Gain | September 30, | |||||||||||||
2011 | (A) | (B) | 2011 | |||||||||||||
Revenues: |
||||||||||||||||
Rooms |
$ | 90,951 | $ | | $ | | $ | 90,951 | ||||||||
Food and beverage |
49,216 | | | 49,216 | ||||||||||||
Other hotel operating |
5,020 | | | 5,020 | ||||||||||||
Total hotel revenues |
145,187 | | | 145,187 | ||||||||||||
Management fee related party and other income |
10,112 | | | 10,112 | ||||||||||||
Total revenues |
155,299 | | | 155,299 | ||||||||||||
Operating Costs and Expenses: |
||||||||||||||||
Rooms |
29,122 | | | 29,122 | ||||||||||||
Food and beverage |
41,901 | | | 41,901 | ||||||||||||
Other departmental |
3,117 | | | 3,117 | ||||||||||||
Hotel selling, general and administrative |
33,301 | | | 33,301 | ||||||||||||
Property taxes, insurance and other |
12,136 | | | 12,136 | ||||||||||||
Total hotel operating expenses |
119,577 | | | 119,577 | ||||||||||||
Corporate expenses, including stock compensation of $10.9 million |
25,920 | | | 25,920 | ||||||||||||
Depreciation and amortization |
17,405 | | | 17,405 | ||||||||||||
Restructuring, development and disposal costs |
10,518 | | | 10,518 | ||||||||||||
Total operating costs and expenses |
173,420 | | | 173,420 | ||||||||||||
Operating loss |
(18,121 | ) | | | (18,121 | ) | ||||||||||
Interest expense, net |
27,783 | | | 27,783 | ||||||||||||
Equity in loss of unconsolidated joint ventures |
23,187 | 1,392 | | 24,579 | ||||||||||||
Gain on assets sales |
(1,721 | ) | | (2,803 | ) | (4,524 | ) | |||||||||
Other non-operating expenses |
2,885 | | | 2,885 | ||||||||||||
(Loss) income before income tax expense |
(70,255 | ) | (1,392 | ) | 2,803 | (68,844 | ) | |||||||||
Income tax expense |
523 | | | 523 | ||||||||||||
Net (loss) income from continuing operations |
(70,778 | ) | (1,392 | ) | 2,803 | (69,367 | ) | |||||||||
Income from discontinued operations, net of tax |
485 | | | 485 | ||||||||||||
Net (loss) income |
(70,293 | ) | (1,392 | ) | 2,803 | (68,882 | ) | |||||||||
Net loss attributable to noncontrolling interest |
2,007 | 44 | (87 | ) | 1,964 | |||||||||||
Net (loss) income attributable to Morgans Hotel Group Co. |
(68,286 | ) | (1,348 | ) | 2,716 | (66,918 | ) | |||||||||
Preferred stock dividends and accretion |
6,701 | | | 6,701 | ||||||||||||
Net (loss) income attributable to common stockholders |
$ | (74,987 | ) | $ | (1,348 | ) | $ | 2,716 | $ | (73,619 | ) | |||||
(Loss) Income per share: |
||||||||||||||||
Basic and diluted continuing operations |
(2.41 | ) | (2.36 | ) | ||||||||||||
Basin and diluted discontinued operations |
0.02 | 0.02 | ||||||||||||||
Basic and diluted attributable to common stockholders |
(2.39 | ) | (2.35 | ) | ||||||||||||
Weighted average number of common shares outstanding: |
||||||||||||||||
Basic and diluted |
31,359 | 31,359 |
See accompanying notes to these unaudited pro forma consolidated financial statements.
Morgans Hotel Group Co.
Notes to Unaudited Pro Forma Consolidated Statements of Operations
Notes to Unaudited Pro Forma Consolidated Statements of Operations
The Unaudited Pro Forma Consolidated Statement of Operations for the nine months ended September
30, 2011 reflects the effects of the sale of Royalton Europe, a subsidiary of the Company, which
owned a 50% equity interest in the joint venture that owns the Sanderson and St Martins Lane hotels
as if this transaction had occurred on January 1, 2010. The Unaudited Pro Forma Consolidated
Statement of Operations:
(A) Reflects the disposition of the Companys investment in the joint venture that owned the
Sanderson and St Martins Lane hotels. The Company accounted for the unconsolidated joint venture
using the equity method of accounting. This adjustment reflects the removal of the Companys
equity in income recorded for the nine months ended September 30, 2011.
(B) Reflects the amortization of the deferred gain that will be recognized over 20-years, the
life of the management contracts. For the nine months ended September 30, 2011, the income
represents nine months of a full year of amortization.
Morgans Hotel Group Co.
Unaudited Pro Forma Consolidated Statement of Operations
(in thousands, except per share data)
Unaudited Pro Forma Consolidated Statement of Operations
(in thousands, except per share data)
Disposition of | ||||||||||||||||
Historical for the | Investment in | Pro Forma for | ||||||||||||||
year ended | London Joint | Amortization of | the year ended | |||||||||||||
December 31, | Venture | Deferred Gain | December 31, | |||||||||||||
2010 | (A) | (B) | 2010 | |||||||||||||
Revenues: |
||||||||||||||||
Rooms |
$ | 139,268 | $ | | $ | | $ | 139,268 | ||||||||
Food and beverage |
69,451 | | | 69,451 | ||||||||||||
Other hotel operating |
9,313 | | | 9,313 | ||||||||||||
Total hotel revenues |
218,032 | | | 218,032 | ||||||||||||
Management fee related party and other income |
18,338 | | | 18,338 | ||||||||||||
Total revenues |
236,370 | | | 236,370 | ||||||||||||
Operating Costs and Expenses: |
||||||||||||||||
Rooms |
42,620 | | | 42,620 | ||||||||||||
Food and beverage |
58,227 | | | 58,227 | ||||||||||||
Other departmental |
5,304 | | | 5,304 | ||||||||||||
Hotel selling, general and administrative |
48,216 | | | 48,216 | ||||||||||||
Property taxes, insurance and other |
16,233 | | | 16,233 | ||||||||||||
Total hotel operating expenses |
170,600 | | | 170,600 | ||||||||||||
Corporate expenses, including stock compensation of $10.9 million |
34,538 | | | 34,538 | ||||||||||||
Depreciation and amortization |
32,158 | | | 32,158 | ||||||||||||
Restructuring, development and disposal costs |
3,916 | | | 3,916 | ||||||||||||
Impairment loss on receivables from unconsolidated joint venture |
5,549 | | | 5,549 | ||||||||||||
Total operating costs and expenses |
246,761 | | | 246,761 | ||||||||||||
Operating loss |
(10,391 | ) | | | (10,391 | ) | ||||||||||
Interest expense, net |
41,346 | | | 41,346 | ||||||||||||
Interest expense on property held for non-sale disposition |
1,137 | | | 1,137 | ||||||||||||
Equity in loss of unconsolidated joint ventures |
16,203 | 3,470 | | 19,673 | ||||||||||||
Gain on sale of assets |
| | (3,737 | ) | (3,737 | ) | ||||||||||
Other non-operating expenses |
33,076 | | | 33,076 | ||||||||||||
Loss before income tax expense |
(102,153 | ) | (3,470 | ) | 3,737 | (101,886 | ) | |||||||||
Income tax benefit |
(1,335 | ) | | | (1,335 | ) | ||||||||||
Net (loss) income from continuing operations |
(100,818 | ) | (3,470 | ) | 3,737 | (100,551 | ) | |||||||||
Income from discontinued operations, net of tax |
17,170 | | | 17,170 | ||||||||||||
Net (loss) income |
(83,648 | ) | (3,470 | ) | 3,737 | (83,381 | ) | |||||||||
Net loss (income) attributable to noncontrolling interest |
2,239 | 110 | (119 | ) | 2,230 | |||||||||||
Net (loss) income attributable to Morgans Hotel Group Co. |
(81,409 | ) | (3,360 | ) | 3,618 | (81,151 | ) | |||||||||
Preferred stock dividends and accretion |
(8,554 | ) | | | (8,554 | ) | ||||||||||
Net (loss) income attributable to common stockholders |
(89,963 | ) | (3,360 | ) | 3,618 | (89,705 | ) | |||||||||
(Loss) Income per share: |
||||||||||||||||
Basic and diluted continuing operations |
(3.50 | ) | (3.50 | ) | ||||||||||||
Basin and diluted discontinued operations |
0.56 | 0.56 | ||||||||||||||
Basic and diluted attributable to common stockholders |
(2.94 | ) | (2.94 | ) | ||||||||||||
Weighted average number of common shares outstanding: |
||||||||||||||||
Basic and diluted |
30,563 | 30,563 |
See accompanying notes to these unaudited pro forma consolidated financial statements.
Morgans Hotel Group Co.
Notes to Unaudited Pro Forma Consolidated Statement of Operations
Notes to Unaudited Pro Forma Consolidated Statement of Operations
The Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2010
reflects the effects of the sale of Royalton Europe, a subsidiary of the Company, which owned a 50%
equity interest in the joint venture that owns the Sanderson and St Martins Lane hotels as if this
transaction had occurred on January 1, 2010. The Unaudited Pro Forma Consolidated Statement of
Operations:
(A) Reflects the disposition of the Companys investment in the joint venture that owned the
Sanderson and St Martins Lane hotels. The Company accounted for the unconsolidated joint venture
using the equity method of accounting. This adjustment reflects the removal of the Companys
equity in income recorded for the year ended December 31, 2010.
(B) Reflects the amortization of the deferred book value gain that will be recognized over
20-years, the life of the management contracts. For the year ended December 31, 2010, the income
represents a full year of amortization.