Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Summit Hotel OP, LP | a13-13249_18k.htm |
| EX-99.1 - EX-99.1 - Summit Hotel OP, LP | a13-13249_1ex99d1.htm |
| EX-10.1 - EX-10.1 - Summit Hotel OP, LP | a13-13249_1ex10d1.htm |
| EX-23.1 - EX-23.1 - Summit Hotel OP, LP | a13-13249_1ex23d1.htm |
| EX-10.2 - EX-10.2 - Summit Hotel OP, LP | a13-13249_1ex10d2.htm |
Exhibit 99.2
UNAUDITED PRO FORMA FINANCIAL INFORMATION OF
SUMMIT HOTEL PROPERTIES, INC. AND SUMMIT HOTEL OP, LP
Summit Hotel Properties, Inc. (the “Company”) is a self-advised hotel investment company that was organized on June 30, 2010 as a Maryland corporation. The Company holds both general and limited partnership interests in Summit Hotel OP, LP (the “Operating Partnership”), a Delaware limited partnership also organized on June 30, 2010.
On May 23, 2013, the Company purchased from affiliates of White Lodging Services Corporation four hotel properties (the “White Lodging Portfolio”) containing an aggregate of 786 guestrooms for a purchase price of $153.0 million. The Company funded this acquisition with senior secured term debt and borrowings under its senior secured revolving credit facility.
The unaudited pro forma consolidated balance sheets of the Company and the Operating Partnership as of March 31, 2013 are presented as if the acquisition of the White Lodging Portfolio occurred on March 31, 2013.
On January 14, 2013, the Company closed on its second follow-on common stock offering and issued 17,250,000 shares of common stock for net proceeds of $148.1 million. The Company contributed the net proceeds to the Operating Partnership in exchange for common units. The Operating Partnership used the proceeds to fund the acquisition of the three Hyatt hotels discussed below that were under contract to purchase and pay down the principal balance of its senior secured revolving credit facility.
On January 22, 2013, the Company purchased from affiliates of Hyatt Hotels Corporation (“Hyatt”), a portfolio of three hotels (the “Hyatt 3 Portfolio”) containing an aggregate of 426 guestrooms for a purchase price of $36.1 million. The Company had previously acquired from Hyatt a portfolio of eight hotels (the “Hyatt 8 Portfolio”) on October 5, 2012. Collectively the eleven hotels acquired from Hyatt are referred to as the Hyatt 11 Portfolio.
On March 11, 2013, the Company purchased a portfolio of five Marriott hotels in New Orleans, LA (the “New Orleans Marriott Portfolio”) containing an aggregate of 823 guestrooms for $135.0 million.
The unaudited pro forma consolidated statements of operations for the Company and the Operating Partnership for the quarter ended March 31, 2013 and the year ended December 31, 2012 are presented as if the second follow-on common stock offering and the acquisitions of the White Lodging Portfolio, the Hyatt 11 Portfolio, and the New Orleans Marriott Portfolio had been completed at the beginning of 2012.
The unaudited pro forma financial information is not necessarily indicative of what the Company’s and the Operating Partnership’s results of operations would have been assuming the acquisitions of the Hyatt 11 Portfolio, the New Orleans Marriott Portfolio, and the White Lodging Portfolio had been completed at the beginning of 2012, nor is it indicative of the results of operations for future periods. The unaudited pro forma financial information reflects the preliminary application of purchase accounting to the acquisitions. The preliminary purchase accounting may be adjusted if any of the assumptions underlying the purchase accounting change. In management’s opinion, all adjustments necessary to reflect the effects of the acquisitions of the White Lodging Portfolio, the Hyatt 11 Portfolio, and the New Orleans Marriott Portfolio have been made. This unaudited pro forma financial information should be read in conjunction with the historical financial statements included in the Company’s and the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2013.
Summit Hotel Properties, Inc.
Unaudited Pro Forma Consolidated Balance Sheet
March 31, 2013
(in thousands)
|
|
|
Historical |
|
Acquisition of |
|
Pro Forma |
| |||
|
ASSETS |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| |||
|
Investment in hotel properties, net |
|
$ |
934,842 |
|
$ |
153,000 |
|
$ |
1,087,842 |
|
|
Investment in hotel properties under development |
|
10,380 |
|
— |
|
10,380 |
| |||
|
Land held for development |
|
13,844 |
|
— |
|
13,844 |
| |||
|
Assets held for sale |
|
26,920 |
|
— |
|
26,920 |
| |||
|
Cash and cash equivalents |
|
20,790 |
|
5,919 |
|
26,709 |
| |||
|
Restricted cash |
|
22,261 |
|
4,857 |
|
27,118 |
| |||
|
Trade receivables |
|
12,677 |
|
362 |
|
13,039 |
| |||
|
Prepaid expenses and other |
|
2,889 |
|
172 |
|
3,061 |
| |||
|
Deferred charges, net |
|
9,324 |
|
537 |
|
9,861 |
| |||
|
Deferred tax asset |
|
3,894 |
|
— |
|
3,894 |
| |||
|
Other assets |
|
4,169 |
|
62 |
|
4,231 |
| |||
|
TOTAL ASSETS |
|
$ |
1,061,990 |
|
$ |
164,909 |
|
$ |
1,226,899 |
|
|
|
|
|
|
|
|
|
| |||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| |||
|
LIABILITIES |
|
|
|
|
|
|
| |||
|
Debt |
|
$ |
325,673 |
|
$ |
161,786 |
|
$ |
487,459 |
|
|
Debt related to assets held for sale |
|
6,715 |
|
— |
|
6,715 |
| |||
|
Accounts payable |
|
3,875 |
|
523 |
|
4,398 |
| |||
|
Accrued expenses |
|
21,886 |
|
2,470 |
|
24,356 |
| |||
|
Derivative financial instruments |
|
534 |
|
319 |
|
853 |
| |||
|
TOTAL LIABILITIES |
|
358,683 |
|
165,098 |
|
523,781 |
| |||
|
|
|
|
|
|
|
|
| |||
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| |||
|
EQUITY |
|
|
|
|
|
|
| |||
|
Preferred stock, $.01 par value per share, 100,000,000 shares authorized: |
|
|
|
|
|
|
| |||
|
9.25% Series A - 2,000,000 shares issued and outstanding |
|
20 |
|
— |
|
20 |
| |||
|
7.875% Series B - 3,000,000 shares issued and outstanding |
|
30 |
|
— |
|
30 |
| |||
|
7.125% Series C - 3,400,000 shares issued and outstanding |
|
34 |
|
— |
|
34 |
| |||
|
Common stock, $.01 par value per share, 450,000,000 shares authorized, 65,678,025 shares issued and outstanding |
|
657 |
|
— |
|
657 |
| |||
|
Additional paid-in capital |
|
705,683 |
|
— |
|
705,683 |
| |||
|
Accumulated other comprehensive income (loss) |
|
(426 |
) |
— |
|
(426 |
) | |||
|
Accumulated deficit and distributions |
|
(39,916 |
) |
(180 |
) |
(40,096 |
) | |||
|
Total stockholders’ equity |
|
666,082 |
|
(180 |
) |
665,902 |
| |||
|
Noncontrolling interests in Operating Partnership |
|
29,762 |
|
(9 |
) |
29,753 |
| |||
|
Noncontrolling interests in joint venture |
|
7,463 |
|
— |
|
7,463 |
| |||
|
TOTAL EQUITY |
|
703,307 |
|
(189 |
) |
703,118 |
| |||
|
|
|
|
|
|
|
|
| |||
|
TOTAL LIABILITIES AND EQUITY |
|
$ |
1,061,990 |
|
$ |
164,909 |
|
$ |
1,226,899 |
|
See Notes to Unaudited Pro Forma Financial Information
Summit Hotel Properties, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Quarter Ended March 31, 2013
(in thousands, except per share)
|
|
|
Historical |
|
Historical Hyatt |
|
Historical New |
|
Historical White |
|
Pro Forma |
|
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Room revenue |
|
$ |
60,089 |
|
$ |
560 |
|
$ |
7,013 |
|
$ |
6,036 |
|
$ |
— |
|
$ |
73,698 |
|
|
Other hotel operations revenue |
|
3,122 |
|
35 |
|
|
499 |
|
301 |
|
— |
|
3,957 |
| |||||
|
Total Revenues |
|
63,211 |
|
595 |
|
7,512 |
|
6,337 |
|
— |
|
77,655 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Hotel operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Rooms |
|
17,621 |
|
202 |
|
1,422 |
|
1,134 |
|
— |
|
20,379 |
| ||||||
|
Other direct |
|
8,244 |
|
77 |
|
968 |
|
1,151 |
|
— |
|
10,440 |
| ||||||
|
Other indirect |
|
16,242 |
|
202 |
|
2,170 |
|
1,286 |
|
4 |
(5) |
19,904 |
| ||||||
|
Other |
|
213 |
|
1 |
|
11 |
|
29 |
|
— |
|
254 |
| ||||||
|
Total hotel operating expenses |
|
42,320 |
|
482 |
|
4,571 |
|
3,600 |
|
4 |
|
50,977 |
| ||||||
|
Depreciation and amortization |
|
11,156 |
|
203 |
|
563 |
|
1,301 |
|
1,107 |
(6) |
14,330 |
| ||||||
|
Corporate general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Salaries and other compensation |
|
2,421 |
|
— |
|
— |
|
— |
|
— |
|
2,421 |
| ||||||
|
Other |
|
656 |
|
— |
|
— |
|
— |
|
— |
|
656 |
| ||||||
|
Hotel property acquisition costs |
|
654 |
|
— |
|
— |
|
— |
|
(299 |
)(7) |
355 |
| ||||||
|
Total Expenses |
|
57,207 |
|
685 |
|
5,134 |
|
4,901 |
|
812 |
|
68,739 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM OPERATIONS |
|
6,004 |
|
(90 |
) |
2,378 |
|
1,436 |
|
(812 |
) |
8,916 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Interest income |
|
18 |
|
— |
|
— |
|
— |
|
— |
|
18 |
| ||||||
|
Other income |
|
160 |
|
— |
|
— |
|
— |
|
— |
|
160 |
| ||||||
|
Interest expense |
|
(4,072 |
) |
— |
|
(793 |
) |
(904 |
) |
489 |
(8) |
(5,280 |
) | ||||||
|
Gain (loss) on disposal of assets |
|
6 |
|
— |
|
— |
|
— |
|
— |
|
6 |
| ||||||
|
Total Other Income (Expense) |
|
(3,888 |
) |
— |
|
(793 |
) |
(904 |
) |
489 |
|
(5,096 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
|
2,116 |
|
(90 |
) |
1,585 |
|
532 |
|
(323 |
) |
3,820 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME TAX (EXPENSE) BENEFIT |
|
(410 |
) |
— |
|
— |
|
— |
|
— |
|
(410 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FOR CONTINUING OPERATIONS |
|
1,706 |
|
(90 |
) |
1,585 |
|
532 |
|
(323 |
) |
3,410 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Operating Partnership |
|
(37 |
) |
— |
|
— |
|
— |
|
85 |
(9) |
48 |
| ||||||
|
Joint venture |
|
(37 |
) |
— |
|
— |
|
— |
|
— |
|
(37 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO SUMMIT HOTEL PROPERTIES, INC. |
|
1,780 |
|
(90 |
) |
1,585 |
|
532 |
|
(408 |
) |
3,399 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
PREFERRED DIVIDENDS |
|
(2,452 |
) |
— |
|
— |
|
— |
|
— |
|
(2,452 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
(672 |
) |
$ |
(90 |
) |
$ |
1,585 |
|
$ |
532 |
|
$ |
(408 |
) |
$ |
947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
WEIGHTED AVERGE COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
62,684 |
|
|
|
|
|
|
|
2,492 |
(10) |
65,176 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Diluted |
|
62,950 |
|
|
|
|
|
|
|
2,492 |
(10) |
65,442 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EARNINGS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic and diluted net income (loss) per share from continuing operations |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
$ |
0.01 |
| ||||
See Notes to Unaudited Pro Forma Financial Information
Summit Hotel Properties, Inc.
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2012
(in thousands, except per share)
|
|
|
Historical |
|
Historical Hyatt |
|
Historical New |
|
Historical White |
|
Pro Forma |
|
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Room revenue |
|
$ |
181,598 |
|
$ |
33,300 |
|
$ |
30,076 |
|
$ |
24,487 |
|
$ |
— |
|
$ |
269,461 |
|
|
Other hotel operations revenue |
|
7,944 |
|
112 |
|
2,442 |
|
1,157 |
|
— |
|
11,655 |
| ||||||
|
Total Revenues |
|
189,542 |
|
33,412 |
|
32,518 |
|
25,644 |
|
— |
|
281,116 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Hotel operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Rooms |
|
54,083 |
|
10,191 |
|
6,394 |
|
4,748 |
|
— |
|
75,416 |
| ||||||
|
Other direct |
|
25,125 |
|
3,883 |
|
4,354 |
|
4,496 |
|
— |
|
37,858 |
| ||||||
|
Other indirect |
|
51,062 |
|
10,157 |
|
9,762 |
|
4,999 |
|
(682 |
)(5) |
75,298 |
| ||||||
|
Other |
|
911 |
|
55 |
|
50 |
|
98 |
|
— |
|
1,114 |
| ||||||
|
Total hotel operating expenses |
|
131,181 |
|
24,286 |
|
20,560 |
|
14,341 |
|
(682 |
) |
189,686 |
| ||||||
|
Depreciation and amortization |
|
34,263 |
|
8,696 |
|
2,977 |
|
5,181 |
|
3,374 |
(6) |
54,491 |
| ||||||
|
Corporate general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Salaries and other compensation |
|
6,039 |
|
— |
|
— |
|
— |
|
— |
|
6,039 |
| ||||||
|
Other |
|
3,534 |
|
— |
|
— |
|
— |
|
— |
|
3,534 |
| ||||||
|
Hotel property acquisition costs |
|
3,050 |
|
— |
|
— |
|
— |
|
(304 |
)(7) |
2,746 |
| ||||||
|
Loss on impairment of assets |
|
660 |
|
— |
|
— |
|
— |
|
— |
|
660 |
| ||||||
|
Total Expenses |
|
178,727 |
|
32,982 |
|
23,537 |
|
19,522 |
|
2,388 |
|
257,156 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM OPERATIONS |
|
10,815 |
|
430 |
|
8,981 |
|
6,122 |
|
(2,388 |
) |
23,960 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Interest income |
|
35 |
|
— |
|
— |
|
— |
|
— |
|
35 |
| ||||||
|
Other income |
|
731 |
|
— |
|
— |
|
— |
|
— |
|
731 |
| ||||||
|
Interest expense |
|
(15,585 |
) |
— |
|
(4,194 |
) |
(3,740 |
) |
2,851 |
(8) |
(20,668 |
) | ||||||
|
Debt transaction costs |
|
(661 |
) |
— |
|
— |
|
— |
|
— |
|
(661 |
) | ||||||
|
Gain (loss) on disposal of assets |
|
(198 |
) |
(128 |
) |
— |
|
— |
|
— |
|
(326 |
) | ||||||
|
Gain (loss) on derivative financial instruments |
|
(2 |
) |
— |
|
— |
|
— |
|
— |
|
(2 |
) | ||||||
|
Total Other Income (Expense) |
|
(15,680 |
) |
(128 |
) |
(4,194 |
) |
(3,740 |
) |
2,851 |
|
(20,891 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
|
(4,865 |
) |
302 |
|
4,787 |
|
2,382 |
|
463 |
|
3,069 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME TAX (EXPENSE) BENEFIT |
|
1,238 |
|
— |
|
— |
|
— |
|
— |
|
1,238 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FOR CONTINUING OPERATIONS |
|
(3,627 |
) |
302 |
|
4,787 |
|
2,382 |
|
463 |
|
4,307 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTERESTS |
|
(1,429 |
) |
— |
|
— |
|
— |
|
1,370 |
(9) |
(59 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO SUMMIT HOTEL PROPERITES INC. |
|
(2,198 |
) |
302 |
|
4,787 |
|
2,382 |
|
(907 |
) |
4,366 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
PREFERRED DIVIDENDS |
|
(4,625 |
) |
— |
|
— |
|
— |
|
— |
|
(4,625 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON STOCKHOLDERS |
|
$ |
(6,823 |
) |
$ |
302 |
|
$ |
4,787 |
|
$ |
2,382 |
|
$ |
(907 |
) |
$ |
(259 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
WEIGHTED AVERGE COMMON SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
33,717 |
|
|
|
|
|
|
|
17,250 |
(10) |
50,967 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Diluted |
|
33,849 |
|
|
|
|
|
|
|
17,250 |
(10) |
51,099 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EARNINGS PER SHARE |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic and diluted net income (loss) per share from continuing operations |
|
$ |
(0.20 |
) |
|
|
|
|
|
|
|
|
$ |
(0.01 |
) | ||||
See Notes to Unaudited Pro Forma Financial Information
Summit Hotel OP, LP
Unaudited Pro Forma Consolidated Balance Sheet
March 31, 2013
(in thousands)
|
|
|
Historical |
|
Acquisition of |
|
Pro Forma |
| |||
|
ASSETS |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| |||
|
Investment in hotel properties, net |
|
$ |
934,842 |
|
$ |
153,000 |
|
$ |
1,087,842 |
|
|
Investment in hotel properties under development |
|
10,380 |
|
— |
|
10,380 |
| |||
|
Land held for development |
|
13,844 |
|
— |
|
13,844 |
| |||
|
Assets held for sale |
|
26,920 |
|
— |
|
26,920 |
| |||
|
Cash and cash equivalents |
|
20,790 |
|
5,919 |
|
26,709 |
| |||
|
Restricted cash |
|
22,261 |
|
4,857 |
|
27,118 |
| |||
|
Trade receivables |
|
12,677 |
|
362 |
|
13,039 |
| |||
|
Prepaid expenses and other |
|
2,889 |
|
172 |
|
3,061 |
| |||
|
Deferred charges, net |
|
9,324 |
|
537 |
|
9,861 |
| |||
|
Deferred tax asset |
|
3,894 |
|
— |
|
3,894 |
| |||
|
Other assets |
|
4,169 |
|
62 |
|
4,231 |
| |||
|
TOTAL ASSETS |
|
$ |
1,061,990 |
|
$ |
164,909 |
|
$ |
1,226,899 |
|
|
|
|
|
|
|
|
|
| |||
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| |||
|
LIABILITIES |
|
|
|
|
|
|
| |||
|
Debt |
|
$ |
325,673 |
|
$ |
161,786 |
|
$ |
487,459 |
|
|
Debt related to assets held for sale |
|
6,715 |
|
— |
|
6,715 |
| |||
|
Accounts payable |
|
3,875 |
|
523 |
|
4,398 |
| |||
|
Accrued expenses |
|
21,886 |
|
2,470 |
|
24,356 |
| |||
|
Derivative financial instruments |
|
534 |
|
319 |
|
853 |
| |||
|
TOTAL LIABILITIES |
|
358,683 |
|
165,098 |
|
523,781 |
| |||
|
|
|
|
|
|
|
|
| |||
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
| |||
|
EQUITY |
|
|
|
|
|
|
| |||
|
Summit Hotel Properties, Inc., 65,678,025 common units and 8,400,000 preferred units outstanding (preferred units liquidation preference of $211,078) |
|
666,082 |
|
(180 |
) |
665,902 |
| |||
|
Unaffiliated limited partners, 3,251,706 common units outstanding |
|
29,762 |
|
(9 |
) |
29,753 |
| |||
|
Total partners’ equity |
|
695,844 |
|
(189 |
) |
695,655 |
| |||
|
Noncontrolling interests in joint venture |
|
7,463 |
|
— |
|
7,463 |
| |||
|
TOTAL EQUITY |
|
703,307 |
|
(189 |
) |
703,118 |
| |||
|
|
|
|
|
|
|
|
| |||
|
TOTAL LIABILITIES AND EQUITY |
|
$ |
1,061,990 |
|
$ |
164,909 |
|
$ |
1,226,899 |
|
See Notes to Unaudited Pro Forma Financial Information
Summit Hotel OP, LP
Unaudited Pro Forma Consolidated Statement of Operations
For the Quarter Ended March 31, 2013
(in thousands, except per unit)
|
|
|
Historical Summit |
|
Historical Hyatt 3 |
|
Historical New |
|
Historical White |
|
Pro Forma |
|
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Room revenue |
|
$ |
60,089 |
|
$ |
560 |
|
$ |
7,013 |
|
$ |
6,036 |
|
$ |
— |
|
$ |
73,698 |
|
|
Other hotel operations revenue |
|
3,122 |
|
35 |
|
499 |
|
301 |
|
— |
|
3,957 |
| ||||||
|
Total Revenue |
|
63,211 |
|
595 |
|
7,512 |
|
6,337 |
|
— |
|
77,655 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Hotel operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Rooms |
|
17,621 |
|
202 |
|
1,422 |
|
1,134 |
|
— |
|
20,379 |
| ||||||
|
Other direct |
|
8,244 |
|
77 |
|
968 |
|
1,151 |
|
— |
|
10,440 |
| ||||||
|
Other indirect |
|
16,242 |
|
202 |
|
2,170 |
|
1,286 |
|
4 |
(5) |
19,904 |
| ||||||
|
Other |
|
213 |
|
1 |
|
11 |
|
29 |
|
— |
|
254 |
| ||||||
|
Total hotel operating expenses |
|
42,320 |
|
482 |
|
4,571 |
|
3,600 |
|
4 |
|
50,977 |
| ||||||
|
Depreciation and amortization |
|
11,156 |
|
203 |
|
563 |
|
1,301 |
|
1,107 |
(6) |
14,330 |
| ||||||
|
Corporate general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Salaries and other compensation |
|
2,421 |
|
— |
|
— |
|
— |
|
— |
|
2,421 |
| ||||||
|
Other |
|
656 |
|
— |
|
— |
|
— |
|
— |
|
656 |
| ||||||
|
Hotel property acquisition costs |
|
654 |
|
— |
|
— |
|
— |
|
(299 |
)(7) |
355 |
| ||||||
|
Total Expenses |
|
57,207 |
|
685 |
|
5,134 |
|
4,901 |
|
812 |
|
68,739 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM OPERATIONS |
|
6,004 |
|
(90 |
) |
2,378 |
|
1,436 |
|
(812 |
) |
8,916 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Interest income |
|
18 |
|
— |
|
— |
|
— |
|
— |
|
18 |
| ||||||
|
Other income |
|
160 |
|
— |
|
— |
|
— |
|
— |
|
160 |
| ||||||
|
Interest expense |
|
(4,072 |
) |
— |
|
(793 |
) |
(904 |
) |
489 |
(8) |
(5,280 |
) | ||||||
|
Gain (loss) on disposal of assets |
|
6 |
|
— |
|
— |
|
— |
|
— |
|
6 |
| ||||||
|
Total Other Income (Expense) |
|
(3,888 |
) |
— |
|
(793 |
) |
(904 |
) |
489 |
|
(5,096 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
|
2,116 |
|
(90 |
) |
1,585 |
|
532 |
|
(323 |
) |
3,820 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME TAX (EXPENSE) BENEFIT |
|
(410 |
) |
— |
|
— |
|
— |
|
— |
|
(410 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM CONTINUING OPERATIONS |
|
1,706 |
|
(90 |
) |
1,585 |
|
532 |
|
(323 |
) |
3,410 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NONCONTROLLING INTERESTS IN JOINT VENTURE |
|
(37 |
) |
— |
|
— |
|
— |
|
— |
|
(37 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO SUMMIT HOTEL OP, LP |
|
1,743 |
|
(90 |
) |
1,585 |
|
532 |
|
(323 |
) |
3,447 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
PREFERRED DIVIDENDS |
|
(2,452 |
) |
— |
|
— |
|
— |
|
— |
|
(2,452 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON UNIT HOLDERS |
|
$ |
(709 |
) |
$ |
(90 |
) |
$ |
1,585 |
|
$ |
532 |
|
$ |
(323 |
) |
$ |
995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
WEIGHTED AVERGE COMMON UNITS OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
65,979 |
|
|
|
|
|
|
|
2,492 |
(10) |
68,471 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Diluted |
|
66,245 |
|
|
|
|
|
|
|
2,492 |
(10) |
68,737 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EARNINGS PER UNIT |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic and diluted net income (loss) per unit from continuing operations |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
$ |
0.01 |
| ||||
See Notes to Unaudited Pro Forma Financial Information
Summit Hotel OP, LP
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2012
(in thousands, except per unit)
|
|
|
Historical |
|
Historical Hyatt |
|
Historical New |
|
Historical White |
|
Pro Forma |
|
Pro Forma |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Room revenue |
|
$ |
181,598 |
|
$ |
33,300 |
|
$ |
30,076 |
|
$ |
24,487 |
|
$ |
— |
|
$ |
269,461 |
|
|
Other hotel operations revenue |
|
7,944 |
|
112 |
|
2,442 |
|
1,157 |
|
— |
|
11,655 |
| ||||||
|
Total Revenue |
|
189,542 |
|
33,412 |
|
32,518 |
|
25,644 |
|
— |
|
281,116 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Hotel operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Rooms |
|
54,083 |
|
10,191 |
|
6,394 |
|
4,748 |
|
— |
|
75,416 |
| ||||||
|
Other direct |
|
25,125 |
|
3,883 |
|
4,354 |
|
4,496 |
|
— |
|
37,858 |
| ||||||
|
Other indirect |
|
51,062 |
|
10,157 |
|
9,762 |
|
4,999 |
|
(682 |
)(5) |
75,298 |
| ||||||
|
Other |
|
911 |
|
55 |
|
50 |
|
98 |
|
— |
|
1,114 |
| ||||||
|
Total hotel operating expenses |
|
131,181 |
|
24,286 |
|
20,560 |
|
14,341 |
|
(682 |
) |
189,686 |
| ||||||
|
Depreciation and amortization |
|
34,263 |
|
8,696 |
|
2,977 |
|
5,181 |
|
3,374 |
(6) |
54,491 |
| ||||||
|
Corporate general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Salaries and other compensation |
|
6,039 |
|
— |
|
— |
|
— |
|
— |
|
6,039 |
| ||||||
|
Other |
|
3,534 |
|
— |
|
— |
|
— |
|
— |
|
3,534 |
| ||||||
|
Hotel property acquisition costs |
|
3,050 |
|
— |
|
— |
|
— |
|
(304 |
)(7) |
2,746 |
| ||||||
|
Loss on impairment of assets |
|
660 |
|
— |
|
— |
|
— |
|
— |
|
660 |
| ||||||
|
Total Expenses |
|
178,727 |
|
32,982 |
|
23,537 |
|
19,522 |
|
2,388 |
|
257,156 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM OPERATIONS |
|
10,815 |
|
430 |
|
8,981 |
|
6,122 |
|
(2,388 |
) |
23,960 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
OTHER INCOME (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Interest income |
|
35 |
|
— |
|
— |
|
— |
|
— |
|
35 |
| ||||||
|
Other income |
|
731 |
|
— |
|
— |
|
— |
|
— |
|
731 |
| ||||||
|
Interest expense |
|
(15,585 |
) |
— |
|
(4,194 |
) |
(3,740 |
) |
2,851 |
(8) |
(20,668 |
) | ||||||
|
Debt transaction costs |
|
(661 |
) |
— |
|
— |
|
— |
|
— |
|
(661 |
) | ||||||
|
Gain (loss) on disposal of assets |
|
(198 |
) |
(128 |
) |
— |
|
— |
|
— |
|
(326 |
) | ||||||
|
Gain (loss) on derivative financial instruments |
|
(2 |
) |
— |
|
— |
|
— |
|
— |
|
(2 |
) | ||||||
|
Total Other Income (Expense) |
|
(15,680 |
) |
(128 |
) |
(4,194 |
) |
(3,740 |
) |
2,851 |
|
(20,891 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
|
(4,865 |
) |
302 |
|
4,787 |
|
2,382 |
|
463 |
|
3,069 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME TAX (EXPENSE) BENEFIT |
|
1,238 |
|
— |
|
— |
|
— |
|
— |
|
1,238 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
INCOME (LOSS) FROM CONTINUING OPERATIONS |
|
(3,627 |
) |
302 |
|
4,787 |
|
2,382 |
|
463 |
|
4,307 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
PREFERRED DIVIDENDS |
|
(4,625 |
) |
— |
|
— |
|
— |
|
— |
|
(4,625 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON UNIT HOLDERS |
|
$ |
(8,252 |
) |
$ |
302 |
|
$ |
4,787 |
|
$ |
2,382 |
|
$ |
463 |
|
$ |
(318 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
WEIGHTED AVERGE COMMON UNITS OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic |
|
40,780 |
|
|
|
|
|
|
|
17,250 |
(10) |
58,030 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Diluted |
|
40,912 |
|
|
|
|
|
|
|
17,250 |
(10) |
58,162 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
EARNINGS PER UNIT |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic and diluted net income (loss) per unit from continuing operations |
|
$ |
(0.20 |
) |
|
|
|
|
|
|
|
|
$ |
(0.01 |
) | ||||
See Notes to Unaudited Pro Forma Financial Information
Summit Hotel Properties, Inc. and Summit Hotel OP, LP
Notes to Unaudited Pro Forma Financial Information
(dollars in thousands)
(1) Reflects the acquisition of the White Lodging Portfolio as if it occurred on March 31, 2013 for a purchase price of $153.0 million, funded with proceeds from senior secured debt and borrowings under the Company’s senior secured revolving credit facility. The following is a summary of the White Lodging Portfolio.
|
Brand |
|
Location |
|
Number of |
|
|
SpringHill Suites |
|
Louisville, KY |
|
198 |
|
|
Fairfield Inn & Suites |
|
Louisville, KY |
|
135 |
|
|
SpringHill Suites |
|
Indianapolis, IN |
|
156 |
|
|
Courtyard by Marriott |
|
Indianapolis, IN |
|
297 |
|
|
|
|
|
|
786 |
|
The following is a summary of assets and liabilities acquired, including an estimate of the Company’s initial allocation of the aggregate purchase price for the White Lodging Portfolio, and the net cash disbursed in connection with the acquisition. The purchase price allocation is based on preliminary information and is, therefore, subject to change.
|
Land |
|
$ |
19,800 |
|
|
Hotel buildings and improvements |
|
125,033 |
| |
|
Furniture, fixtures and equipment |
|
8,167 |
| |
|
Total purchase price |
|
153,000 |
| |
|
Cash and restricted cash acquired |
|
10,776 |
| |
|
Other assets |
|
1,133 |
| |
|
Total assets acquired |
|
164,909 |
| |
|
Other liabilities |
|
3,312 |
| |
|
Net assets acquired |
|
$ |
161,597 |
|
|
|
|
|
|
|
|
Purchase price |
|
$ |
153,000 |
|
|
Acquisition costs |
|
189 |
| |
|
Net working capital |
|
8,597 |
| |
|
|
|
$ |
161,786 |
|
|
|
|
|
|
|
|
Proceeds from senior secured debt |
|
$ |
92,000 |
|
|
Borrowings under senior secured revolving credit facility |
|
69,786 |
| |
|
|
|
$ |
161,786 |
|
(2) For the quarter ended March 31, 2013, the Historical Hyatt 3 Portfolio column reflects the operating results of the Hyatt 3 Portfolio from January 1 until January 22, 2013, the date of acquisition. For the period from the date of acquisition through March 31, 2013, the operating results of the Hyatt 3 Portfolio are included in the Historical Summit Hotel Properties, Inc. and Historical Summit Hotel OP, LP columns. The operating results of the Hyatt 8 are included in the Historical Summit Hotel Properties, Inc. and Historical Summit Hotel OP, LP columns for the full first quarter ended March 31, 2013.
For the year ended December 31, 2012, the Historical Hyatt 11 Portfolio column reflects the operating results of the Hyatt 8 Portfolio from January 1 until October 5, 2012, the date of acquisition, and the Hyatt 3 Portfolio for the full year ended December 31, 2012. For the period from the date of acquisition of the Hyatt 8 Portfolio through December 31, 2012, the operating results of the Hyatt 8 Portfolio are included in the Historical Summit Hotel Properties, Inc. and Historical Summit Hotel OP, LP columns.
Summit Hotel Properties, Inc. and Summit Hotel OP, LP
Notes to Unaudited Pro Forma Financial Information
(dollars in thousands)
(3) For the quarter ended March 31, 2013, the Historical New Orleans Marriott Portfolio column reflects the operating results of the New Orleans Marriott Portfolio from January 1 until March 11, 2013, the date of acquisition. For the period from the date of acquisition through March 31, 2013, the operating results are included in the Historical Summit Hotel Properties, Inc. and Historical Summit Hotel OP, LP columns.
For the year ended December 31, 2012, the Historical New Orleans Marriott Portfolio column reflects the operating results of the New Orleans Marriott Portfolio for the full year ended December 31, 2012.
(4) For the quarter ended March 31, 2013 and the year ended December 31, 2012, the Historical White Lodging Portfolio column reflects the operating results of the White Lodging Portfolio for the full period presented.
(5) Reflects adjustment to management and franchise fees for the difference between historical fees of the Hyatt 11 Portfolio and the fees the Company has contracted to pay, and to franchise fees for the difference between historical fees of the White Lodging Portfolio and the fees the Company has contracted to pay.
(6) Reflects adjustment to depreciation resulting from the change in basis of assets acquired in the Hyatt 11 Portfolio, the New Orleans Marriott Portfolio, and the White Lodging Portfolio. The new basis is depreciated using a straight-line method over 22 to 40 years for hotel buildings and improvements and 2 to 15 years for furniture, fixtures and equipment.
(7) Reflects the removal of acquisition costs related to the Hyatt 11 Portfolio and the New Orleans Marriott Portfolio.
(8) Reflects adjustment to interest expense resulting from i) the elimination of the historical debt on the New Orleans Marriott Portfolio and the White Lodging Portfolio ii) new term debt related to the White Lodging Portfolio, and iii) the net change in borrowings under the Company’s senior secured revolving credit facility related to the second follow-on common stock offering, the acquisition of the New Orleans Marriott Portfolio, and the acquisition of the White Lodging Portfolio.
(9) Reflects the allocation of earnings from the acquired portfolios and the effect of pro forma adjustments to noncontrolling interest.
(10)Reflects the issuance of 17,250,000 shares of common stock by the Company related to its second follow-on common stock offering and 17,250,000 common units by the Operating Partnership as if they had occurred on January 1, 2012.