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8-K/A - 8-K/A - Watermark Lodging Trust, Inc.cwi22015q28-kamarriotsawgr.htm
EX-99.1 - EXHIBIT 99.1 - Watermark Lodging Trust, Inc.exhibit991marriottsawgrass.htm
EX-99.2 - EXHIBIT 99.2 - Watermark Lodging Trust, Inc.exhibit992marriottsawgrass.htm

Exhibit 99.3

CAREY WATERMARK INVESTORS 2 INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Our pro forma condensed consolidated balance sheet as of March 31, 2015 has been prepared as if the significant transaction during the second quarter of 2015 (noted herein) had occurred as of March 31, 2015. Our pro forma condensed consolidated statements of operations for the three months ended March 31, 2015 and the year ended December 31, 2014 have been prepared based on our historical financial statements as if the significant investment and related financing had occurred on January 1, 2014. We were formed as a Maryland corporation on May 22, 2014, and did not own any properties as of March 31, 2015. Our historical statement of operations represents the results of operations from May 22, 2014 (Inception) to December 31, 2014. Pro forma adjustments are intended to reflect what the effect would have been had we held our ownership interest as of January 1, 2014 on amounts that have been recorded in our historical consolidated statement of operations. In our opinion, all adjustments necessary to reflect the effects of this investment have been made.

The pro forma condensed consolidated financial information for the three months ended March 31, 2015 should be read in conjunction with our historical consolidated financial statements and notes thereto in our Quarterly Report on Form 10-Q for the three months ended March 31, 2015. The pro forma condensed consolidated financial information for the year ended December 31, 2014 should be read in conjunction with our historical consolidated financial statements for the period from inception through December 31, 2014 included in our Registration Statement on Form S-11 (File No. 333-196681) filed on January 16, 2015. The pro forma information is not necessarily indicative of our financial condition had the significant transaction occurred on January 1, 2014, or results of operations had the significant transaction occurred on January 1, 2014, 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 pro forma condensed consolidated financial information.


 
1
 
 



CAREY WATERMARK INVESTORS 2 INCORPORATED
 
 
 
 
 
 
 
 
 
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CWI 2
 
Marriott Sawgrass
 
 
 
 
 
 
Historical
 
Golf Resort and Spa
 
Pro Forma
Assets
 
 
 
 
 
Hotel, at cost
$

 
$
128,880,307

A
$
128,880,307

Cash
500,050

 
(91,463,564
)
A
8,233,315

 
 
 
 
66,700,000

A

 
 
 
37,169,579

A
 
 
 
 
 
 
 
(3,220,429
)
A
 
 
 
 
 
 
 
(3,411,177
)
A
 
 
 
 
 
 
 
1,958,856

A
 
Accounts receivable

 
5,634,553

A
5,634,553

Restricted cash

 
3,220,429

A
3,220,429

Other assets
1,745,616

 
2,628,593

A
4,374,209

 
Total assets
$
2,245,666

 
$
148,097,147

 
$
150,342,813

 
 
 
 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
Liabilities:
 
 
 
 
 
Non-recourse debt
$

 
$
66,700,000

A
$
66,700,000

Note payable to affiliate

 
37,169,579

A
37,169,579

Due to related parties and affiliates
2,040,679

 
1,958,856

A
3,999,535

Accounts payable, accrued expenses and other
241,370

 
11,921,487

A
12,162,857

 
Total liabilities
2,282,049

 
117,749,922

 
120,031,971

Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
CWI 2 stockholders’ equity:
 
 
 
 
 
Preferred stock

 

 

Class A common stock
22

 

 
22

Class T common stock

 

 

Additional paid-in capital
199,978

 

 
199,978

Accumulated losses
(536,383
)
 
(3,411,177
)
A
(3,947,560
)
 
Total CWI 2 stockholders’ deficit
(336,383
)
 
(3,411,177
)
 
(3,747,560
)
Noncontrolling interest
300,000

 
33,758,402

A
34,058,402

 
Total (deficit) equity
(36,383
)
 
30,347,225

 
30,310,842

 
Total liabilities and equity
$
2,245,666

 
$
148,097,147

 
$
150,342,813

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

 
2
 
 




CAREY WATERMARK INVESTORS 2 INCORPORATED
 
 
 
 
 
 
 
 
 
 
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma Adjustments
(Including
Pre-Acquisition
Historical Amounts)
 
 
 
 
 
 
 
CWI 2
 
Marriott Sawgrass
 
 
 
 
 
 
 
Historical
 
Golf Resort and Spa
 
 
Pro Forma
Hotel Revenues
 
 
 
 
 
 
 
 
Rooms
$

 
$
5,482,494

B
 
$
5,482,494

 
 
Food and beverage

 
6,163,814

B
 
6,163,814

 
 
Other hotel income

 
1,701,738

B
 
1,701,738

 
 
 
Total Revenues

 
13,348,046

 
 
13,348,046

Operating Expenses
 
 
 
 
 
 
 
Hotel Expenses
 
 
 
 
 
 
 
 
Rooms

 
1,325,832

C
 
1,325,832

 
 
Food and beverage

 
3,587,055

C
 
3,587,055

 
 
Other hotel operating expenses

 
869,433

C
 
869,433

 
 
Sales and marketing

 
1,151,943

C
 
1,151,943

 
 
General and administrative

 
1,094,477

C
 
1,094,477

 
 
Repairs and maintenance

 
621,262

C
 
621,262

 
 
Utilities

 
574,683

C
 
574,683

 
 
Management fees

 
342,651

C
 
342,651

 
 
Property taxes, insurance, rent and other

 
557,329

C
 
557,329

 
 
Depreciation and amortization

 
1,034,230

C
 
1,034,230

 
 
 
Total Hotel Expenses

 
11,158,895

 
 
11,158,895

 
Other Operating Expenses
 
 
 
 
 
 
 
 
Corporate general and administrative expenses
260,722

 

 
 
260,722

 
 
Acquisition-related expenses
167,642

 
(14,732
)
D
 
152,910

 
 
Asset management fees to affiliate and other

 
104,372

E
 
104,372

 
 
 
Total Other Operating Expenses
428,364

 
89,640

 
 
518,004

Operating (Loss) Income
(428,364
)
 
2,099,511

 
 
1,671,147

Other Income and (Expenses)
 
 
 
 
 
 
 
Interest income (expense)
15

 
(672,003
)
F
 
(671,988
)
(Loss) Income from Operations Before Income Taxes
(428,349
)
 
1,427,508

 
 
999,159

 
Provision for income taxes

 
(170,778
)
G
 
(170,778
)
Net (Loss) Income
(428,349
)
 
1,256,730

 
 
828,381

 
Income attributable to noncontrolling interest

 
(673,185
)
H
 
(673,185
)
Net (Loss) Income Attributable to CWI 2 Stockholders
$
(428,349
)
 
$
583,545

 
 
$
155,196

Basic and Diluted Net (Loss) Income Per Share
$
(19.28
)
 
 
 
 
$
6.98

Basic and Diluted Weighted-Average Shares Outstanding
22,222

 
 
 
 
22,222

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

 
3
 
 



CAREY WATERMARK INVESTORS 2 INCORPORATED
 
 
 
 
 
 
 
 
 
 
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pro Forma Adjustments
(Including
Pre-Acquisition
Historical Amounts)
 
 
 
 
 
 
 
CWI 2 Historical
 
 
 
 
 
 
 
 
 
May 22, 2014 (Inception)
through
December 31, 2014
 
Marriott Sawgrass
Golf Resort and Spa
 
 
Pro Forma
Hotel Revenues
 
 
 
 
 
 
 
 
Rooms
$

 
$
19,695,171

B
 
$
19,695,171

 
 
Food and beverage

 
20,032,048

B
 
20,032,048

 
 
Other hotel income

 
5,687,654

B
 
5,687,654

 
 
 
Total Revenues

 
45,414,873

 
 
45,414,873

Operating Expenses
 
 
 
 
 
 
 
Hotel Expenses
 
 
 
 
 
 
 
 
Rooms

 
5,108,474

C
 
5,108,474

 
 
Food and beverage

 
12,100,365

C
 
12,100,365

 
 
Other hotel operating expenses

 
3,319,024

C
 
3,319,024

 
 
Sales and marketing

 
3,681,196

C
 
3,681,196

 
 
General and administrative

 
4,585,133

C
 
4,585,133

 
 
Repairs and maintenance

 
2,398,801

C
 
2,398,801

 
 
Utilities

 
2,249,728

C
 
2,249,728

 
 
Management fees

 
1,160,325

C
 
1,160,325

 
 
Property taxes, insurance, rent and other

 
2,346,721

C
 
2,346,721

 
 
Depreciation and amortization

 
4,136,921

C
 
4,136,921

 
 
 
Total Hotel Expenses

 
41,086,688

 
 
41,086,688

 
Other Operating Expenses
 
 
 
 
 
 
 
 
Corporate general and administrative expenses
108,069

 

 
 
108,069

 
 
Asset management fees to affiliate and other

 
426,870

E
 
426,870

 
 
 
Total Other Operating Expenses
108,069

 
426,870

 
 
534,939

Operating (Loss) Income
(108,069
)
 
3,901,315

 
 
3,793,246

Other Income and (Expenses)
 
 
 
 
 
 
 
Interest income (expense)
35

 
(3,200,835
)
F
 
(3,200,800
)
(Loss) Income from Operations Before Income Taxes
(108,034
)
 
700,480

 
 
592,446

 
Provision for income taxes

 
(581,047
)
G
 
(581,047
)
Net (Loss) Income
(108,034
)
 
119,433

 
 
11,399

 
Income attributable to noncontrolling interest

 
(510,897
)
H
 
(510,897
)
Net Loss Attributable to CWI 2 Stockholders
$
(108,034
)
 
$
(391,464
)
 
 
$
(499,498
)
Basic and Diluted Net Loss Per Share
$
(4.86
)
 
 
 
 
$
(22.48
)
Basic and Diluted Weighted-Average Shares Outstanding
22,222

 
 
 
 
22,222

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

 
4
 
 



CAREY WATERMARK INVESTORS 2 INCORPORATED

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1. Basis of Presentation

The pro forma condensed consolidated balance sheet as of March 31, 2015 and the pro forma condensed consolidated statement of operations for the three months ended March 31, 2015 were derived from our historical unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2015. The pro forma condensed consolidated statement of operations for the year ended December 31, 2014 was derived from our historical consolidated financial statements included in our Registration Statement on Form S-11 (File No. 333-196681) filed on January 16, 2015.

Note 2. Pro Forma Adjustments

A. Investment

On April 1, 2015, we acquired a 50% controlling interest in a joint venture owning the Marriott Sawgrass Golf Resort and Spa from our affiliate, CWI 1, which acquired 100% of the property in October 2014. The joint venture acquired real estate and other hotel assets, net of assumed liabilities and inclusive of contributions from noncontrolling interests totaling $91,463,564. The 511-room resort is located in Ponte Vedra Beach, Florida.

Our investment was financed, in part, by a loan of $37,169,579 from a subsidiary of W. P. Carey Inc., which is the ultimate parent of our advisor, at a rate of LIBOR plus 1.1% and a maturity date of March 31, 2016.

CWI 1 obtained $78,000,000 in non-recourse debt financing at the time of the initial acquisition in October 2014, of which $66,700,000 had been drawn at the acquisition date, at a rate of LIBOR plus 3.85% and a maturity date of November 2019.

The effect of an increase or decrease in interest rates of 1/8% on pro forma interest expense is $20,844 for the three months ended March 31, 2015, and $98,760 and $32,235 for the Predecessor and Successor, respectively, for the year ended December 31, 2014.

In connection with this acquisition, we expensed acquisition costs of $3,411,177, including acquisition fees of $1,995,538 paid to our advisor, which represent 50% of acquisition costs incurred by CWI 1 on its acquisition of the hotel in October 2014. These costs are reflected as a charge to Accumulated losses in the pro forma condensed consolidated balance sheet as of March 31, 2015. We placed $2,687,361 into lender-held escrow accounts in connection with general repair and maintenance of the hotel. Additionally, as required by our lender, we placed $533,068 into lender-held escrow accounts for property taxes and insurance.

Distributions of $1,958,856 that will be paid to CWI 1 primarily representing the income earned from the joint venture owning the Marriott Sawgrass Golf Resort and Spa prior to our acquisition date has been reflected in Due to related parties and affiliates in the pro forma condensed consolidated balance sheet as of March 31, 2015.

Prior to our acquisition of the hotel, a subsidiary of CWI 1 (the "Successor") acquired the Marriott Sawgrass Golf Resort and Spa from MLQ SGR Holdco III, L.L.C. (the "Predecessor") on October 3, 2014.


 
5
 
 


Notes to Pro Forma Condensed Consolidated Financial Statements
 

The following table presents a preliminary summary of assets acquired and liabilities assumed in this business combination, at the date of acquisition:
 
 
 
 
 
Marriott Sawgrass
 
 
 
 
 
Golf Resort and Spa
Acquisition consideration
 
 
Cash consideration
$
91,463,564

Assets acquired at fair value:
 
 
Buildings
$
93,551,426

 
Land
26,400,000

 
Furniture, fixtures and equipment
8,131,770

 
Building and site improvements
26,913

 
Construction in progress
770,198

 
Accounts receivable
5,634,553

 
Other assets
2,628,593

Liabilities assumed at fair value:
 
 
Accounts payable, accrued expenses and other
(11,921,487
)
Contributions from noncontrolling interests at fair value
(33,758,402
)
 
 
Net assets acquired at fair value
$
91,463,564


B. Hotel Revenue

Pro forma adjustments for hotel revenue are derived from the historical financial statements of our investment. The following pro forma adjustments for the three months ended March 31, 2015 and the year ended December 31, 2014 represent the incremental hotel revenues that would have been incurred in addition to those presented in our historical financial statements:
 
 
 
 
 
 
 
 
 
 
 
Pre-Acquisition Historical
 
 
 
 
 
Three Months Ended March 31, 2015
Rooms
$
5,482,494

Food and beverage
6,163,814

Other hotel income
1,701,738

 
$
13,348,046


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-Acquisition Historical
 
 
 
 
 
Year Ended December 31, 2014
 
 
 
 
 
Predecessor
 
Successor
 
Total
Rooms
$
15,477,871

 
$
4,217,300

 
$
19,695,171

Food and beverage
15,740,757

 
4,291,291

 
20,032,048

Other hotel income
4,127,024

 
1,560,630

 
5,687,654

 
$
35,345,652

 
$
10,069,221

 
$
45,414,873


 
6
 
 


Notes to Pro Forma Condensed Consolidated Financial Statements
 


C. Hotel Expenses

Pro forma adjustments for hotel expenses are derived from the historical financial statements of our investment except for those related to depreciation and amortization, sales and marketing, and management fees as illustrated below. The following pro forma adjustments for the three months ended March 31, 2015 and the year ended December 31, 2014 represent the incremental hotel expenses that would have been incurred in addition to those presented in our historical financial statements:
 
 
 
 
 
 
 
 
 
 
 
Pre-Acquisition Historical
 
 
 
 
 
Three Months Ended
March 31, 2015
Rooms
$
1,325,832

Food and beverage
3,587,055

Other hotel operating expenses
869,433

General and administrative
1,094,477

Repairs and maintenance
621,262

Utilities
574,683

Property taxes, insurance, rent and other
557,329

 
$
8,630,071


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pre-Acquisition Historical
 
 
 
 
 
Year Ended December 31, 2014
 
 
 
 
 
Predecessor
 
Successor
 
Total
Rooms
$
3,920,480

 
$
1,187,994

 
$
5,108,474

Food and beverage
9,285,427

 
2,814,938

 
12,100,365

Other hotel operating expenses
2,596,487

 
722,537

 
3,319,024

General and administrative
3,589,559

 
995,574

 
4,585,133

Repairs and maintenance
1,804,120

 
594,681

 
2,398,801

Utilities
1,794,326

 
455,402

 
2,249,728

Property taxes, insurance, rent and other
1,982,489

 
364,232

 
2,346,721

 
$
24,972,888

 
$
7,135,358

 
$
32,108,246



 
7
 
 


Notes to Pro Forma Condensed Consolidated Financial Statements
 

Adjusted Hotel Expenses

Pro forma adjustments reflect depreciation and amortization of the acquired assets at fair value on a straight-line basis using the estimated useful lives of the properties (limited to 40 years for buildings and ranging generally from four years up to the remaining life of the building at the time of addition for building improvements), site improvements (generally four to 15 years) and furniture, fixtures and equipment (generally one to 12 years). Pro forma adjustments for sales and marketing and management fees reflect expenses resulting from franchise and management agreements, respectively, entered into upon acquisition. The following pro forma adjustments for the three months ended March 31, 2015 and the year ended December 31, 2014 represent the incremental hotel expenses that would have been incurred in addition to those presented in our historical financial statements:

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
March 31, 2015
Sales and marketing - pre-acquisition historical
$
1,151,943

Sales and marketing - pro forma adjustments

Sales and marketing - pro forma results
$
1,151,943

 
 
Management fees - pre-acquisition historical
$
351,083

Management fees - pro forma adjustments
(8,432
)
Management fees - pro forma results
$
342,651

 
 
 
 
 
 
Depreciation and amortization - pre-acquisition historical
$
550,755

Depreciation and amortization - pro forma adjustments
483,475

Depreciation and amortization - pro forma results
$
1,034,230


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2014
 
 
 
 
 
Predecessor
 
Successor
 
Total
Sales and marketing - pre-acquisition historical
$
3,934,664

 
$
1,046,082

 
$
4,980,746

Sales and marketing - pro forma adjustments
(1,299,550
)
 

 
(1,299,550
)
Sales and marketing - pro forma results
$
2,635,114

 
$
1,046,082

 
$
3,681,196

 
 
 
 
 
 
Management fees - pre-acquisition historical
$
951,139

 
$
276,072

 
$
1,227,211

Management fees - pro forma adjustments
(35,100
)
 
(31,786
)
 
(66,886
)
Management fees - pro forma results
$
916,039

 
$
244,286

 
$
1,160,325

 
 
 
 
 
 
 
 
 
 
Depreciation and amortization - pre-acquisition historical
$
4,132,621

 
$
1,242,875

 
$
5,375,496

Depreciation and amortization - pro forma adjustments
(1,007,689
)
 
(230,886
)
 
(1,238,575
)
Depreciation and amortization - pro forma results
$
3,124,932

 
$
1,011,989

 
$
4,136,921


D. Acquisition-Related Expenses

Acquisition costs of $14,732 related to the Marriott Sawgrass Golf Resort and Spa transaction, which are non-recurring in nature, are reflected in our historical condensed consolidated statement of operations for the three months ended March 31, 2015. We have reflected a pro forma adjustment to exclude this non-recurring charge from our pro forma condensed consolidated statement of operations.


 
8
 
 


Notes to Pro Forma Condensed Consolidated Financial Statements
 

E. Asset Management Fees

We pay our advisor an annual asset management fee equal to 0.55% 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 acquisition of investments occurred on January 1, 2014. The following pro forma adjustments for the three months ended March 31, 2015 and year ended December 31, 2014 represent incremental asset management fees that would have been incurred in addition to asset management fees presented in our historical financial statements:
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
 
March 31, 2015
 
December 31, 2014
Marriott Sawgrass Golf Resort and Spa
 
$
104,372

 
$
426,870



F. Interest Expense

The following pro forma adjustments for the three months ended March 31, 2015 and year ended December 31, 2014 represent the incremental interest expense that would have been incurred in addition to the amount presented in our historical financial statements:
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
March 31, 2015
Interest expense - pre-acquisition historical
$
716,108

Interest expense - pro forma adjustments
(44,105
)
Interest expense - pro forma results
$
672,003


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2014
 
 
 
 
 
Predecessor
 
Successor
 
Total
Interest expense - pre-acquisition historical
$

 
$
709,363

 
$
709,363

Interest expense - pro forma adjustments
2,412,252

 
79,220

 
2,491,472

Interest expense - pro forma results
$
2,412,252

 
$
788,583

 
$
3,200,835


G. Provision for Income Taxes

We have reflected pro forma adjustments related to our investment based upon an estimated effective tax rate, which takes into account the fact that certain activities are taxable and other activities are pass-through items for income tax purposes. The following pro forma adjustments for the three months ended March 31, 2015 and year ended December 31, 2014 reflect the incremental income tax provisions that would have been incurred, based on the new entity structure, in addition to the amounts presented in the historical financial statements, if any:
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
March 31, 2015
Provision for income taxes - pre-acquisition historical
$

Provision for income taxes - pro forma adjustments
170,778

Provision for income taxes - pro forma results
$
170,778



 
9
 
 


Notes to Pro Forma Condensed Consolidated Financial Statements
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2014
 
 
 
 
 
Predecessor
 
Successor
 
Total
Benefit for income taxes - pre-acquisition historical
$

 
$
(432,861
)
 
$
(432,861
)
Provision for income taxes - pro forma adjustments
452,219

 
561,689

 
1,013,908

Provision for income taxes - pro forma results
$
452,219

 
$
128,828

 
$
581,047


H. Income Attributable to Noncontrolling Interest

The pro forma adjustment to income attributable to noncontrolling interest related to the Marriott Sawgrass Golf Resort and Spa held by CWI 1 was $673,185 and $510,897 for the three months ended March 31, 2015 and year ended December 31, 2014, respectively.



 
10