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EX-99.1 - EX-99.1 - Carey Watermark Investors Inca13-13139_1ex99d1.htm

Exhibit 99.2

 

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION

 

Our pro forma condensed consolidated balance sheet as of December 31, 2012 has been prepared as if the significant investments acquired subsequent to December 31, 2012 had been acquired as of December 31, 2012. Our pro forma condensed consolidated statement of operations for the year ended December 31, 2012 has been prepared based on our historical financial statements as if the significant investments subsequent to December 31, 2011 and related financings (noted herein) had occurred on January 1, 2012. Pro forma adjustments are intended to reflect what the effect would have been had we held our ownership interest as of January 1, 2012 on amounts that have been recorded in the historical condensed consolidated statements of operations. In our opinion, all adjustments necessary to reflect the effects of these investments have been made. The pro forma condensed consolidated financial information should be read in conjunction with the historical condensed consolidated financial statements and notes thereto of our Annual Report on Form 10-K for the year ended December 31, 2012.

 

The pro forma information is not necessarily indicative of our financial condition or results of operations had the investments occurred on January 1, 2012, nor are they necessarily indicative of our financial position, cash flows or results of operations of future periods. In addition, the provisional accounting is preliminary and therefore subject to change. Any such changes could have a material effect on the financial statements.

 

-1-


 

CAREY WATERMARK INVESTORS INCORPORATED

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

December 31, 2012

(In thousands, unaudited)

 

 

 

 

 

Pro Forma
Adjustments

 

 

 

 

 

Historical

 

Hilton
Southeast
Portfolio

 

Courtyard
Pittsburgh
Shadyside

 

Pro Forma

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotels, at cost

 

   $

 141,180

 

 $

 94,571

 

A

 

$

 29,882

 

A

 

$

 265,633

 

Accumulated depreciation

 

(1,392)

 

 

 

 

 

 

 

(1,392)

 

Net investments in hotels

 

139,788

 

94,571

 

 

 

29,882

 

 

 

264,241

 

Real estate under construction

 

1,585

 

 

 

 

 

 

 

1,585

 

Equity investments in real estate

 

45,148

 

 

 

 

 

 

 

45,148

 

Net investments in real estate

 

186,521

 

94,571

 

 

 

29,882

 

 

 

310,974

 

Cash

 

30,729

 

(94,600)

 

A

 

(29,900)

 

A

 

30,729

 

 

 

 

 

64,500

 

A

 

19,050

 

A

 

 

 

 

 

 

 

(3,662)

 

A

 

(1,821)

 

A

 

 

 

 

 

 

 

(861)

 

A

 

(234)

 

A

 

 

 

 

 

 

 

38,017

 

B

 

12,905

 

B

 

 

 

 

 

 

 

(3,394)

 

A

 

 

 

 

 

 

 

Due from affiliates

 

398

 

 

 

 

 

 

 

 

398

 

Accounts receivable

 

626

 

 

 

 

 

 

 

 

626

 

Restricted cash

 

6,272

 

3,394

 

A

 

 

 

 

9,666

 

Other assets

 

5,212

 

29

 

A

 

18

 

A

 

6,354

 

 

 

 

 

861

 

A

 

234

 

A

 

 

 

Total assets

 

   $

 229,758

 

 $

98,855

 

 

 

$

30,134

 

 

 

$

358,747

 

Liabilities and Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recourse debt

 

   $

 88,762

 

 $

 64,500

 

A

 

$

 19,050 

 

A

 

$

 172,312

 

Accounts payable, accrued expenses and other liabilities

 

5,050

 

 

 

 

 

 

 

5,050

 

Due to affiliates

 

847

 

 

 

 

 

 

 

847

 

Distributions payable

 

1,717

 

 

 

 

 

 

 

1,717

 

Total liabilities

 

96,376

 

64,500

 

 

 

19,050

 

 

 

179,926

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

CWI stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

16

 

38

 

B

 

13

 

B

 

67

 

Additional paid-in capital

 

142,645

 

37,979

 

B

 

12,892

 

B

 

193,516

 

Distributions in excess of accumulated losses

 

(9,166)

 

(3,662)

 

A

 

(1,821)

 

A

 

(14,649)

 

Accumulated other comprehensive income

 

(299)

 

 

 

 

 

 

 

(299)

 

Less, treasury stock at cost

 

(331)

 

 

 

 

 

 

 

(331)

 

Total CWI stockholders’ equity

 

132,865

 

34,355

 

 

 

11,084

 

 

 

178,304

 

Noncontrolling interest

 

517

 

 

 

 

 

 

 

517

 

Total equity

 

133,382

 

34,355

 

 

 

11,084

 

 

 

178,821

 

Total liabilities and equity

 

   $

 229,758

 

 $

98,855

 

 

 

$

 30,134

 

 

 

$

358,747

 

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

-2-


 

CAREY WATERMARK INVESTORS INCORPORATED

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2012

(In thousands except per share amounts, unaudited)

 

 

 

 

 

Pro Forma Adjustments

 

 

 

 

Historical

 

2012
Acquisitions

 

Hilton
Southeast
Portfolio

 

Courtyard
Pittsburgh
Shadyside

 

Weighted
Average
Shares

 

Pro Forma

Hotel Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms, net

 

$

 8,906

 

$

 18,401

 

C

 

$

 21,014

 

C

 

$

 5,997

 

C

 

 

 

 

 

$

 54,318

Food and beverage

 

2,671

 

3,295

 

C

 

471

 

C

 

420

 

C

 

 

 

 

 

6,857

Other hotel income

 

1,395

 

2,245

 

C

 

931

 

C

 

 

C

 

 

 

 

 

4,571

 

 

12,972

 

23,941

 

 

 

22,416

 

 

 

6,417

 

 

 

 

 

 

 

65,746

Other real estate income

 

64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

64

Total Revenues

 

13,036

 

23,941

 

 

 

22,416

 

 

 

6,417

 

 

 

 

 

 

 

65,810

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

2,508

 

3,732

 

D

 

4,540

 

D

 

1,011

 

D

 

 

 

 

 

11,791

Food and beverage

 

2,160

 

2,942

 

D

 

443

 

D

 

379

 

D

 

 

 

 

 

5,924

Operating expenses

 

817

 

810

 

D

 

312

 

D

 

 

D

 

 

 

 

 

1,939

General and administrative

 

1,269

 

2,339

 

D

 

2,031

 

D

 

568

 

D

 

 

 

 

 

6,207

Sales and marketing

 

1,191

 

2,593

 

D

 

3,422

 

D

 

720

 

D

 

 

 

 

 

7,926

Repairs and maintenance

 

679

 

963

 

D

 

1,004

 

D

 

281

 

D

 

 

 

 

 

2,927

Utilities

 

635

 

807

 

D

 

931

 

D

 

208

 

D

 

 

 

 

 

2,581

Management fees

 

199

 

749

 

D

 

595

 

D

 

197

 

D

 

 

 

 

 

1,740

Property taxes and insurance

 

676

 

1,038

 

D

 

781

 

D

 

376

 

D

 

 

 

 

 

2,871

Depreciation and amortization

 

1,392

 

3,558

 

D

 

3,294

 

D

 

1,088

 

D

 

 

 

 

 

9,332

 

 

11,526

 

19,531

 

 

 

17,353

 

 

 

4,828

 

 

 

 

 

 

 

53,238

Other Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition-related expenses

 

5,549

 

(5,143)

 

E

 

 

 

 

 

 

 

 

 

 

 

406

Management expenses

 

689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

689

Corporate general and administrative expenses

 

2,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,475

Asset management fees to affiliate

 

601

 

680

 

F

 

502

 

F

 

167

 

F

 

 

 

 

 

1,950

 

 

9,314

 

(4,463)

 

 

 

502

 

 

 

167

 

 

 

 

 

 

 

5,520

Operating (Loss) Income

 

(7,804)

 

8,873

 

 

 

4,561

 

 

 

1,422

 

 

 

 

 

 

 

7,052

Other Income and (Expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from equity investments in real estate

 

1,611

 

(840)

 

G

 

 

 

 

 

 

 

 

 

 

 

771

Other income

 

85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

85

Bargain purchase gain

 

3,809

 

(3,809)

 

H

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(1,199)

 

(3,090)

 

I

 

(2,751)

 

I

 

(829)

 

I

 

 

 

 

 

(7,869)

 

 

4,306

 

(7,739)

 

 

 

(2,751)

 

 

 

(829)

 

 

 

 

 

 

 

(7,013)

(Loss) Income from Operations Before Income Taxes

 

(3,498)

 

1,134

 

 

 

1,810

 

 

 

593

 

 

 

 

 

 

 

39

Provision for income taxes

 

344

 

101

 

J

 

362

 

J

 

87

 

J

 

 

 

 

 

894

Net (Loss) Income

 

(3,842)

 

1,033

 

 

 

1,448

 

 

 

506

 

 

 

 

 

 

 

(855)

Loss (Income) attributable to noncontrolling interests

 

1,119

 

(259)

 

K

 

 

 

 

 

 

 

 

 

 

 

860

Net (loss) income attributable to CWI Stockholders

 

$

 (2,723)

 

$

 774

 

 

 

$

 1,448

 

 

 

$

 506

 

 

 

 

 

 

 

$

5

Basic and diluted net (loss) income per share attributable to CWI Stockholders

 

$

 (0.29)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 0.00

Basic and Diluted Weighted Average Shares Outstanding

 

9,323,705

 

 

 

 

 

 

 

 

 

 

 

 

 

11,986,025

 

L

 

21,309,730

 

The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

 

-3-


 

CAREY WATERMARK INVESTORS INCORPORATED

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1. Basis of Presentation

 

The pro forma condensed consolidated balance sheet as of December 31, 2012 and the condensed consolidated statement of operations for the year ended December 31, 2012 were derived from the historical audited consolidated financial statements as of and for the year ended December 31, 2012, included in our Annual Report on Form 10-K for the year ended December 31, 2012.

 

Certain amounts derived from the historical financial statements of our investments have been reclassified to confrom to our presentation. These reclassifications had no impact on pro forma Net income attributable to CWI stockholders for the period presented.

 

Note 2. Historical Acquisitions

 

2012 Acquisitions

 

During 2012, we acquired controlling interests in four hotels: Hampton Inn Boston Braintree, Hilton Garden Inn New Orleans French Quarter/CBD, Lake Arrowhead Resort and Spa, and Courtyard San Diego Mission Valley. Additionally, we entered into the Westin Atlanta Venture, which we account for under the equity method of accounting (collectively, our “2012 Acquisitions”).

 

All of these investments are reflected in our historical condensed consolidated balance sheet at December 31, 2012 and, therefore, no pro forma adjustments to the historical condensed consolidated balance sheet as of December 31, 2012 were required. Our 2012 Acquisitions are reflected in the historical condensed consolidated statement of operations for the year ended December 31, 2012 reflecting their results of operations from their respective dates of acquisition through December 31, 2012. We made pro forma adjustments (Note 3, adjustments C through L) to reflect the impact on our results of operations had these acquisitions been made on January 1, 2012.

 

Note 3. Pro Forma Adjustments

 

A.  Investments

 

Hilton Southeast Portfolio

 

On February 14, 2013, we acquired five select-service hotels within the Hilton Worldwide portfolio of brands from entities managed by Fairwood Capital, LLC, an unaffiliated third-party, for $94.6 million, the “Hilton Southeast Portfolio.” The Hilton Southeast Portfolio includes the 144-room Hampton Inn & Suites Memphis-Beale Street in Tennessee, the 119-room Hampton Inn & Suites Atlanta-Downtown in Georgia, the 133-room Hampton Inn Birmingham-Colonnade in Alabama, the 105-room Hampton Inn & Suites Frisco-Legacy Park in Texas and the 131-room Hilton Garden Inn Baton Rouge Airport in Louisiana. The Memphis, Atlanta and Birmingham hotels will be managed by Crescent Hotels & Resorts and the Frisco and Baton Rouge hotels will be managed by HRI Lodging Inc. In connection with this acquisition, we paid acquisition costs of $3.7 million, in the aggregate, which is reflected as a charge to distributions in excess of accumulated losses in the pro forma condensed consolidated balance sheet as of December 31, 2012. As part of our franchise agreement with Hilton, we are required to make renovations at these hotels, which are expected to be completed by the second quarter of 2014. Accordingly, we placed $3.2 million into lender-held escrow accounts. Additionally, as required by our lender, we placed $0.2 million in lender-held escrow accounts for property taxes and insurance.

 

We acquired the Hilton Southeast Portfolio through five wholly-owned subsidiaries and obtained five individual mortgages totaling $64.5 million in the aggregate. The loans are non-recourse, with annual interest rates fixed at approximately 4.1%, and do not contain cross-default provisions. All five loans mature on March 1, 2018. We capitalized $0.9 million of deferred financing costs related to these loans, which are amortized over the term of the loans using a method which approximates the effective interest method.

 

Courtyard Pittsburgh Shadyside

 

On March 12, 2013, we acquired the Courtyard by Marriott Pittsburgh Shadyside (“Courtyard Pittsburgh Shadyside”) from Moody National CY Shadyside S, LLC, an unaffiliated third party, for $29.9 million. The 132-room hotel is located in the Shadyside neighborhood of Pittsburgh, Pennsylvania. The hotel will be managed by Concord Hospitality Enterprises Company. In connection with this acquisition, we paid acquisition costs of $1.8 million, which is reflected as a charge to distributions in excess of accumulated losses in the pro forma condensed consolidated balance sheet as of December 31, 2012.

 

-4-


 

We acquired the Courtyard Pittsburgh Shadyside through a wholly-owned subsidiary and obtained a mortgage in the amount of up to $21.0 million, of which $19.1 million was funded at closing, with the remaining $1.9 million available through renovation draws. The mortgage requires monthly interest-only payments beginning with the initial payment and continuing for a period of 24 months at which point the loan will amortize over 25 years with quarterly principal payments. The loan has an initial term of four years with a one-year extension option. The stated interest rate of one-month LIBOR with a floor of 0.5% plus 3.25% has effectively been fixed at approximately 4.1% through an interest rate swap agreement, maturing March 12, 2017. We capitalized $0.2 million of deferred financing costs related to this loan, which is amortized over the term of the loan using a method which approximates the effective interest method.

 

The following table presents a summary of assets acquired in these business combinations, each at the date of acquisition (in thousands):

 

 

 

Hilton
Southeast
Portfolio

 

Courtyard
Pittsburgh
Shadyside

 

Acquisition consideration

 

 

 

 

 

Cash consideration

 

$  94,600

 

$  29,900

 

Assets acquired at fair value:

 

 

 

 

 

Land

 

$  16,050

 

$    3,515

 

Building

 

71,906

 

25,484

 

Building and site improvements

 

1,607

 

349

 

Furniture, fixtures and equipment

 

5,008

 

534

 

Investments in real estate

 

94,571

 

29,882

 

Intangible assets-in-place lease

 

29

 

18

 

Net assets acquired at fair value

 

$  94,600

 

$  29,900

 

 

B.  Fundraising

 

At December 31, 2012, we did not have sufficient cash on hand to acquire and commence operations of the Hilton Southeast Portfolio and Courtyard Pittsburgh Shadyside; therefore, for pro forma purposes, we assumed we would have used offering proceeds of $38.0 million for the Hilton Southeast Portfolio and $12.9 million for the Courtyard Pittsburgh Shadyside hotel through the aggregate issuance of 5,932,154 shares to complete these transactions and establish adequate working capital. We have reflected these cash proceeds as pro forma adjustments to the historical condensed consolidated balance sheet at December 31, 2012.

 

C.  Hotel Revenue

 

The following pro forma adjustments related to our 2012 Acquisitions for the year ended December 31, 2012 represent the historical incremental revenues earned by each property prior to our acquisition from January 1, 2012 to their respective acquisition dates (in thousands):

 

 

 

2012
Acquisitions

 

Hilton
Southeast
Portfolio

 

Courtyard
Pittsburgh
Shadyside

 

Rooms, net

 

$  18,401

 

$  21,014

 

$  5,997

 

Food and beverage

 

3,295

 

471

 

420

 

Other hotel revenue

 

2,245

 

931

 

 

 

 

$  23,941

 

$  22,416

 

$  6,417

 

 

D.  Hotel Expenses

 

Pro forma adjustments for hotel expenses are derived from the historical financial statements of each of our investments except for those related to depreciation and amortization, sales and marketing and management fees. Pro forma adjustments reflect depreciation and amortization, of the acquired assets at fair value on a straight-line basis using an estimated useful life not to exceed 40 years for building and building improvements, two to eleven years for furniture, fixtures and equipment and one to 15 years for intangible assets. Pro forma adjustments for sales and marketing and management fees reflect expenses resulting from franchise and management agreements entered into upon acquisition. The following pro forma adjustments

 

-5-


 

related to our 2012 Acquisitions for the year ended December 31, 2012 represent the historical incremental expenses recognized by each property prior to our acquisition from January 1, 2012 to their respective acquisition dates (in thousands):

 

 

 

2012
Acquisitions

 

Hilton
Southeast
Portfolio

 

Courtyard
Pittsburgh
Shadyside

 

Rooms

 

$  3,732

 

$  4,540

 

$  1,011

 

Food and beverage

 

2,942

 

443

 

379

 

Operating expenses

 

810

 

312

 

 

General and administrative

 

2,339

 

2,031

 

568

 

Sales and marketing

 

2,593

 

3,422

 

720

 

Repairs and maintenance

 

963

 

1,004

 

281

 

Utilities

 

807

 

931

 

208

 

Management fees

 

749

 

595

 

197

 

Property taxes and insurance

 

1,038

 

781

 

376

 

Depreciation and amortization

 

3,558

 

3,294

 

1,088

 

 

 

$19,531

 

$17,353

 

$  4,828

 

 

E.  Acquisition-Related Expenses

 

Acquisition costs related to our 2012 Acquisitions, aggregating $5.1 million, are reflected in the historical condensed consolidated statement of operations for the year ended December 31, 2012. We have reflected a pro forma adjustment to exclude the total in our pro forma condensed consolidated statement of operations.

 

F.  Asset Management Fees

 

We pay our advisor an annual asset management fee equal to 0.50% of the aggregate average monthly market value of our investments. Pro forma adjustments for such fees are reflected in the accompanying pro forma condensed consolidated statement of operations in order to reflect what the fee would have been had the investments been made on January 1, 2012. The following pro forma adjustment for the year ended December 31, 2012 represents incremental asset management fees that would have been incurred in addition to asset management fees presented in the historical financial statements (in thousands):

 

2012 Acquisitions

 

$

680

 

Hilton Southeast Portfolio

 

502

 

Courtyard Pittsburgh Shadyside

 

167

 

 

 

$

1,349

 

 

G.  Income from Equity Investments in Real Estate

 

Earnings for our equity method investments are recognized in accordance with each respective investment agreement and are based upon the allocation of the investment’s net assets at book value as if the investment were hypothetically liquidated at the end of each reporting period. Under the conventional approach to accounting for equity investments, an investor applies its percentage ownership interest to the venture’s net income to determine the investor’s share of the earnings or losses of the venture. This approach is not applicable if the venture’s capital structure gives different rights and priorities to its investors as it is difficult to describe an investor’s interest in a venture simply as a specified percentage. As we have priority return on our investments, we follow the hypothetical liquidation at book value method in determining our share of the ventures’ earnings or losses for the reporting period as this method better reflects our claim on the ventures’ book value at the end of each reporting period. Due to our preferred interests, we are not responsible and will not reflect losses to the extent our partners continue to have equity in the investments.

 

2012 Acquisitions

 

Based on the hypothetical liquidation at book value method, our pro forma equity in earnings (loss) in the Westin Atlanta Venture would have been approximately $(0.8) million for the period from January 1, 2012 through the date of acquisition.

 

-6-


 

H.  Bargain Purchase Gain

 

A bargain purchase gain of $3.8 million is included in the historical statement of operations for the year ended December 31, 2012 related to our acquisition of Lake Arrowhead Resort and Spa. We have reflected a pro forma adjustment to exclude this transaction-related gain in our pro forma condensed consolidated statement of operations, as this is not expected to have a recurring impact on us.

 

I.  Interest Expense

 

2012 Acquisitions

 

The aggregate pro forma adjustment to interest expense related to our 2012 Acquisitions was $3.1 million for the year ended December 31, 2012.

 

Hilton Southeast Portfolio

 

We have reflected a pro forma adjustment of $2.8 million for the year ended December 31, 2012 in order to reflect what the expense would have been had the Hilton Southeast Portfolio investment and related financing been made on January 1, 2012.

 

Courtyard Pittsburgh Shadyside

 

We have reflected a pro forma adjustment of $0.8 million for the year ended December 31, 2012 in order to reflect what the expense would have been had the Courtyard Pittsburgh Shadyside investment and related financing been made on January 1, 2012.

 

J.  Provision for Income Taxes

 

We have reflected pro forma adjustments related to each of our investments based upon estimated effective tax rates for each investment which take into account the fact that certain activities are taxable and other activities are pass-through items for income tax purposes. These pro forma adjustments reflect what the income tax provisions would have been had the investments been made on January 1, 2012. The following pro forma adjustments for the year ended December 31, 2012 represent incremental tax expense that would have been incurred in addition to income tax presented in the historical financial statements, when applicable (in thousands):

 

2012 Acquisitions

 

$  101

 

Hilton Southeast Portfolio

 

362

 

Courtyard Pittsburgh Shadyside

 

87

 

 

 

$  550

 

 

K.  (Income) Loss Attributable to Noncontrolling Interests

 

The combined pro forma adjustments to (income) loss attributable to noncontrolling interest related to our 2012 Acquisitions was $(0.3) million for the year ended December 31, 2012.

 

L.  Weighted Average Shares

 

The pro forma weighted average shares outstanding were determined as if the number of shares required to raise the funds used for each acquisition included in these pro forma condensed consolidated financial statements were issued on January 1, 2012.

 

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