Form 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2010

 

 

CHESAPEAKE LODGING TRUST

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34572   27-0372343

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1997 Annapolis Exchange Parkway, Suite 410

Annapolis, MD

  21401
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (410) 972-4140

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


This Form 8-K/A amends and supplements the registrant’s Form 8-K, as filed on March 18, 2010, to include the historical financial statements and pro forma financial information required by Item 9.01(a) and (b).

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Hyatt Regency Boston

Independent Auditors’ Report

Statements of Assets and Liabilities as of December 31, 2009 and 2008

Statements of Revenues and Expenses for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008

Statements of Net Assets for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008

Statements of Cash Flows for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008

Notes to Financial Statements

(b) Pro forma financial information.

Chesapeake Lodging Trust

Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2009

Unaudited Pro Forma Consolidated Statement of Operations for the year ended December 31, 2009

(d) Exhibits.

Incorporated by reference to the Exhibit Index filed herewith and incorporated herein by reference.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 5, 2010

  CHESAPEAKE LODGING TRUST
  By:  

/s/ Graham J. Wootten

    Graham J. Wootten
    Senior Vice President and Chief Accounting Officer


Exhibit Index

 

Exhibit

Number

  

Exhibit Description

23.1    Consent of Ernst & Young LLP


Report of Independent Auditors

To the Owners of Hyatt Regency Boston

We have audited the accompanying statements of assets and liabilities of Hyatt Regency Boston (the Hotel) as of December 31, 2009 and 2008, and the related statements of revenues and expenses, changes in net assets, and cash flows for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008. These financial statements are the responsibility of the Hotel’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Hotel’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Hotel’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hyatt Regency Boston as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

April 28, 2010


Hyatt Regency Boston

Statements of Assets and Liabilities

 

         Predecessor
     December 31,
2009
  December 31,
2008

Assets

    

Property and equipment, net

   $ 94,131,625   $ 72,047,478

Cash

     79,176     704,571

Restricted cash

     —       4,588,734

Accounts receivable, less allowance for doubtful accounts of $65,267 and $141,585 in 2009 and 2008, respectively

     2,057,230     2,120,155

Inventories

     79,021     83,027

Prepaid expenses and other assets

     276,146     385,304

Acquired lease rights, net

     13,430,000     15,138,816
            

Total assets

   $ 110,053,198   $ 95,068,085
            

Liabilities and net assets

    

Accounts payable

   $ 679,908   $ 734,078

Due to affiliate

     190,082     —  

Accrued expenses and other liabilities

     1,676,839     1,561,035
            

Total liabilities

     2,546,829     2,295,113

Net assets

     107,506,369     92,772,972
            

Total liabilities and net assets

   $ 110,053,198   $ 95,068,085
            

See accompanying notes.

 

2


Hyatt Regency Boston

Statements of Revenues and Expenses

 

          Predecessor
     February 17,
2009 through
December 31,
2009
   January 1,
2009 through
February 16,
2009
    Year Ended
December 31,
2008

Departmental revenues:

       

Rooms

   $ 22,091,613    $ 2,028,686      $ 29,066,738

Food and beverage

     7,529,238      663,808        9,680,515

Other

     838,502      204,886        1,023,971
                     

Total departmental revenues

     30,459,353      2,897,380        39,771,224
                     

Departmental expenses:

       

Rooms

     5,540,418      612,208        6,471,566

Food and beverage

     5,023,400      572,450        6,287,377

Other

     549,840      87,384        712,408
                     

Total departmental expenses

     11,113,658      1,272,042        13,471,351
                     

Operating expenses:

       

Administrative and general

     2,357,385      317,865        2,960,067

Marketing and sales

     1,676,446      288,393        2,433,887

Depreciation

     3,747,351      662,086        4,490,204

Amortization

     170,000      26,747        213,976

Property operation and maintenance

     1,113,047      167,713        1,269,613

Utilities

     1,379,761      296,379        1,693,879

Management fee

     913,781      71,465        1,374,335

Real estate and other property taxes

     2,090,708      555,715        2,084,354

Rent

     23,529      3,235        23,745

Insurance

     170,660      106,760        278,641
                     

Total operating expenses

     13,642,668      2,496,358        16,822,701
                     

Interest income

     —        4,071        91,062
                     

Net income (loss)

   $ 5,703,027    $ (866,949   $ 9,568,234
                     

See accompanying notes.

 

3


Hyatt Regency Boston

Statements of Net Assets

 

Predecessor

  

Balance, January 1, 2008

   $ 96,977,989   

Net income

     9,568,234   

(Distributions to) contributions from owners, net

     (13,773,251
        

Balance, December 31, 2008

     92,772,972   

Net loss

     (866,949

(Distributions to) contributions from owners, net

     (510,448
        

Balance, February 16, 2009

   $ 91,395,575   
        

Hyatt

  

Balance, February 17, 2009

   $ 110,044,669   

Net income

     5,703,027   

(Distributions to) contributions from owners, net

     (8,241,327
        

Balance, December 31, 2009

   $ 107,506,369   
        

See accompanying notes.

 

4


Hyatt Regency Boston

Statements of Cash Flows

 

           Predecessor  
     February 17,
2009 through
December 31,
2009
    January 1,
2009 through
February 16,
2009
    Year Ended
December 31,
2008
 

Cash flows from operating activities

      

Net income (loss)

   $ 5,703,027      $ (866,949   $ 9,568,234   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

      

Depreciation

     3,747,351        662,086        4,490,204   

Amortization

     170,000        26,747        213,976   

Provision for doubtful accounts

     108,019        2,000        90,326   

Changes in operating assets and liabilities:

      

Accounts receivable

     (315,403     268,307        1,267,187   

Inventories

     3,410        598        11,315   

Prepaid expenses and other assets

     367,676        (258,516     (146,990

Accounts payable

     (76,669     22,497        (506,178

Accrued expenses and other liabilities

     (344,504     557,674        (277,851

Due to/from affiliate

     92,715        —          51,954   
                        

Net cash provided by operating activities

     9,455,622        414,444        14,762,177   
                        

Cash flows from investing activities

      

Purchase of property and equipment

     (1,603,591     (13,636     (1,339,953
                        

Net cash used in investing activities

     (1,603,591     (13,636     (1,339,953
                        

Cash flows from financing activities

      

Restricted cash

     —          (126,459     (1,027,779

(Distributions to) contributions from owners, net

     (8,241,327     (510,448     (13,773,251
                        

Net cash used in financing activities

     (8,241,327     (636,907     (14,801,030
                        

Net decrease in cash

     (389,296     (236,099     (1,378,806

Cash, beginning of period

     468,472        704,571        2,083,377   
                        

Cash, end of period

   $ 79,176      $ 468,472      $ 704,571   
                        

See accompanying notes.

 

5


Hyatt Regency Boston

Notes to Financial Statements

December 31, 2009

1. Organization and Presentation

Organization

The Hyatt Regency Boston (the Hotel) is a 498-room business hotel located in Boston, Massachusetts. The Hotel is owned by Boston Hotel Company, L.L.C., a subsidiary of Hyatt Hotels Corporation (collectively, Hyatt), during the period from February 17, 2009 to December 31, 2009 and by the BRE/Swiss L.L.C., a subsidiary of Host Hotels & Resorts, L.P. (collectively, Host) during the period from January 1, 2009 through February 16, 2009 and for the year ended December 31, 2008. Host is commonly referred to as the Predecessor. As a result of the purchase of the Hotel, Hyatt recorded certain of the Hotel’s assets and liabilities on a basis different from the Predecessor. As a result of the purchase, the Predecessor financial statements are not comparable to Hyatt.

On March 18, 2010, Hyatt entered into a purchase agreement with Chesapeake Lodging Trust for the sale of the Hotel for $112,000,000.

The Hotel was managed and operated by Hyatt during 2009 and 2008.

Basis of Presentation

The accompanying financial statements have been prepared for purposes of enabling Chesapeake Lodging Trust to comply with certain requirements of the Securities and Exchange Commission. The financial statements as of December 31, 2009 and 2008 and for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008, include assets, liabilities and results of operations of the Hotel and not the limited liability company that owned the Hotel during the respective periods.


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

1. Organization and Presentation (continued)

 

On February 17, 2009, Hyatt purchased the Hotel from Host for a purchase price of $110,000,000. The purchase price including closing cost and purchase price adjustments was allocated to the net assets purchased based on their approximate fair market value as follows:

 

Building

   $ 89,531,611   

Furniture, fixture and equipment

     6,743,774   

Intangible asset

     13,600,000   

Receivables

     1,849,846   

Other current assets

     726,253   
        

Fair value of assets acquired

     112,451,484   

Fair value of liabilities assumed

     (2,875,287
        

Total purchase price

     109,576,197   

Less: Cash

     (468,472
        

Net purchase price

   $ 109,107,725   
        


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

1. Organization and Presentation (continued)

 

The following presents the balance sheets of the Predecessor on a historical cost basis immediately before the sale and of the Hotel after the sale, reflecting initial capitalization and the payment of cash at the time of sale.

 

     Predecessor
February 16,
2009
        Successor
February 17,
2009

Assets

         

Property and equipment, net

   $ 71,399,029        $ 96,275,385

Cash

     468,472          468,472

Restricted cash

     4,715,193          —  

Accounts receivable, net

     1,849,846          1,849,846

Inventories

     82,431          82,431

Prepaid expenses and other assets

     643,822          643,822

Intangible asset, net

     15,112,069          13,600,000
                 

Total assets

   $ 94,270,862        $ 112,919,956
                 
 

Liabilities and net assets

         

Accounts payable

   $ 756,577        $ 756,577

Accrued expenses and other liabilities

     2,118,710          2,021,343

Due to affiliates

     —            97,367
                 

Total liabilities

     2,875,287          2,875,287

Net assets

     91,395,575          110,044,669
                 

Total liabilities and net assets

   $ 94,270,862        $ 112,919,956
                 

2. Summary of Significant Accounting Policies

The accompanying financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The following is a summary of the Hotel’s significant accounting policies:


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the realizability of accounts receivable, useful lives of real estate for purposes of determining depreciation expense and assessments as to whether there is impairment in the value of long-lived assets. Actual results could differ from those estimates.

Cash

Cash generally includes cash on hand and accounts maintained with financial institutions. The cash balances may at times exceed federal depository insurance limits.

Inventories

Inventories, consisting primarily of food and beverage, are stated at the lower of cost or market. Cost is determined generally by the first-in, first-out method.

Restricted Cash

Restricted cash includes the cash account related to the fund for replacement of and additions to property and equipment. The restricted cash balance is not available for use in the Hotel’s operations.

Property and Equipment

Prior to February 17, 2009, property and equipment was recorded at cost less accumulated depreciation. Property and equipment has been adjusted to fair value as of February 17, 2009, as a result of the acquisition by Hyatt. All repairs and maintenance are expensed as incurred. Depreciation is provided over the estimated useful lives of the assets, primarily on the straight-line method. Useful lives assigned to property and equipment are as follows:

 

Building and building improvements

   15 to 40 years

Furniture, fixtures and equipment

   3 to 10 years


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Impairment of Long-Lived Assets

The Hotel evaluates long-lived assets such as property and equipment, and intangible assets, subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment loss is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. No impairment losses were recorded for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008.

Intangible Assets

The Hotel has an identifiable intangible asset related to a long-term air rights lease which expires in September 2079 and requires no payment through maturity. The intangible asset is recorded at its estimated fair value and amortized over the period it is expected to contribute indirectly to the future cash flows of the property acquired. Amortization expense was $170,000, $26,747, and $213,976 for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008, respectively. Estimated amortization expense for each of the five succeeding years is approximately $194,286 on an annual basis.

Revenue Recognition

Departmental revenue represents revenue derived from room, food, beverage, and parking. Room revenue is recognized as room-stays occur. Food, beverage, and parking are recognized when the service is provided. Ongoing credit evaluations are performed and an allowance for potential credit losses is provided against the portion of accounts receivable that is estimated to be uncollectible. The Hotel recorded $65,267 and $141,585 as an allowance for doubtful accounts at December 31, 2009 and 2008, respectively, which is included in accounts receivable, net on the accompanying statements of assets and liabilities.


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Income Taxes

The owners of the Hotel are limited liability companies (LLC). Under the existing provisions of the Internal Revenue Code, income and losses of an LLC flow through to the members. Accordingly, no provision has been made for federal and state income taxes in the accompanying financial statements.

Fair Value of Financial Instruments

As cash equivalents have maturities of less than three months, the carrying value of cash and cash equivalents approximates fair value. The fair values of the Hotel’s other financial instruments (including such items in the financial statement captions as accounts receivable, accounts payable and accrued expenses, and tenant deposits and prepaid rents) approximate their carrying values based on their nature and terms.

New Accounting Pronouncements

Effective July 1, 2009, the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC or Codification) is the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP). The adoption of the FASB ASC does not impact the Hotel’s financial statements; however, the Hotel’s references to accounting literature within its notes to financial statements reflect the Codification as of and for the year ended December 31, 2009 and 2008.

The Hotel adopted FAS No. 157 or ASC 820 on January 1, 2008, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The adoption did not have a material impact on the financial statements.

The Hotel adopted FAS No. 141(R) or ASC 805 on January 1, 2009. This topic significantly changed how a reporting enterprise accounts for the acquisition of a business in fiscal years beginning after December 31, 2008. It applies to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, which was the beginning of the 2009 fiscal year; thus, applicable to Hyatt’s acquisition of the Hotel (refer to Note 1).


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

The Hotel adopted FAS No. 160 or ASC 820-10-65-1 on January 1, 2009, which establishes new accounting and reporting standards for noncontrolling interests, previously known as minority interests, in a subsidiary and for the deconsolidation of a subsidiary. This topic is applied prospectively for fiscal years and interim periods within those fiscal years, beginning with the current fiscal year, except for the presentation and disclosure requirements, which are applied retrospectively for all periods presented. The adoption of this topic did not have a material impact on the financial statements.

3. Property and Equipment

Property and equipment consists of the following:

 

           Predecessor  
     December 31,
2009
    December 31,
2008
 

Building and building improvements

   $ 89,596,438      $ 93,858,098   

Furniture, fixture, and equipment

     7,206,972        12,338,006   

Construction in progress

     1,075,566        1,047,383   
                

Total

     97,878,976        107,243,487   

Accumulated depreciation

     (3,747,351     (35,196,009
                

Property and equipment, net

   $ 94,131,625      $ 72,047,478   
                

Depreciation expenses related to property and equipment totaled $3,747,351, $662,086, and $4,490,204 for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008, respectively.

4. Management Fees

Management fees are calculated in accordance with the terms of the management agreement with Hyatt and consist of a basic fee of 3.0% of gross receipts, as defined, and an incentive fee of 10% of profit, as defined, in excess of $11,000,000, for the period February 17, 2009 through December 31, 2009, and consist of a basic fee of 2.5% of gross receipts, as defined, and an incentive fee of 12% of profit, as defined, in excess of owner’s priority, as defined, for the period January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008.


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

4. Management Fees (continued)

Management fees for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008, were $913,781, $71,465, and $1,374,335, respectively.

5. Employee Benefit Plan

Hyatt sponsors and maintains 401(k) savings plan that full-time employees of the Hotel are offered participation in upon completion of one year of service. Employee contributions to the plan are matched by Hyatt on $1 for $1 up to 3% and $0.50 per $1 from 4% to 5% of employee salaries. Hyatt’s contributions for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009, and for the year ended December 31, 2008 of $164,124, $26,570, and $199,079, respectively, as reimbursed by the Hotel, were recorded in administrative and general expenses in the accompanying statements of revenues and expenses.

6. Related Party Transactions

In addition to management fees (see Note 4) earned by Hyatt for the period from February 17, 2009 through December 31, 2009, the Hotel also incurred charges which are included in the accompanying statement of revenues and expenses for services, programs, and allocated costs from Hyatt and certain of its subsidiaries and affiliates as follows:

 

Employees’ benefit plans (including employee contributions)

   $ 1,341,958

Management fees (see Note 4)

     913,781

Chain allocation

     423,348

Insurance

     197,237

Data processing services

     173,328

Coordinated marketing services

     55,187

Gold Passport program

     5,607

Other

     374,881

Additionally, the Hotel reimburses Hyatt for salary, related benefits, and employment costs of Hyatt employees who work for the Hotel which are included in the accompanying statement of revenues and expenses. Hyatt also provides an aggregate of 12 complimentary rooms per year (on a space available basis) to employees who have completed one year of employment with Hyatt or any Hyatt hotel. At December 31, 2009, amounts included in liabilities related to the above transactions were $190,082.


Hyatt Regency Boston

Notes to Financial Statements (continued)

 

7. Commitments and Contingencies

The Hotel is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Hotel’s assets and liabilities, results of operations, or liquidity.

8. Subsequent Events

On March 18, 2010, Hyatt entered into a purchase agreement with Chesapeake Lodging Trust for the sale of the Hotel for $112,000,000. The sale transaction closed on March 18, 2010.

The Hotel evaluated subsequent events through April 28, 2010 for inclusion in the financial statements.


UNAUDITED PRO FORMA FINANCIAL INFORMATION OF CHESAPEAKE LODGING TRUST

Chesapeake Lodging Trust (the “Company”) was organized in the state of Maryland on June 12, 2009. On January 27, 2010, the Company completed its initial public offering (“IPO”). In conjunction with the IPO, the Company sold additional common shares through private placement transactions and through the exercise of the underwriters’ over-allotment option. The total net proceeds (after deducting initial and deferred underwriting fees and offering costs) generated from the IPO, the private placement transactions, and the exercise of the underwriters’ over-allotment option was approximately $169.4 million. The Company acquired its first hotel property, the 498-room Hyatt Regency Boston in Boston, Massachusetts (the “Hotel”), on March 18, 2010 for $113.1 million, including customary pro-rated amounts.

The unaudited pro forma balance sheet as of December 31, 2009 is based on the audited balance sheet of the Company as of December 31, 2009 and reflects the completion of the IPO and the acquisition of the Hotel as if both transactions had occurred on December 31, 2009. The unaudited pro forma statement of operations for the year ended December 31, 2009 reflects the completion of the IPO and the acquisition of the Hotel as if both transactions had been completed at the beginning of the period presented.

The unaudited pro forma financial information does not purport to represent what the Company’s results of operations or financial condition would actually have been if the completion of the IPO or the acquisition of the Hotel had in fact occurred at the beginning of the period presented, or to project the Company’s results of operations or financial condition for any future period. In addition, the unaudited pro forma financial information is based upon available information and upon assumptions and estimates, some of which are set forth in the notes to the unaudited pro forma financial statements, which we believe are reasonable under the circumstances. The unaudited pro forma financial information and accompanying notes should be read in conjunction with the Company’s audited financial statements included in its IPO registration statement on Form S-11(Reg. No. 333-162184).


CHESAPEAKE LODGING TRUST

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2009

(in thousands, except share and per share data)

 

     Historical
Chesapeake  Lodging
Trust
   IPO and Private
Placements (1)
    Acquisition of
Hyatt Regency Boston (2)
    Pro Forma
Chesapeake Lodging
Trust
 

ASSETS

         

Investment in hotel properties, net

   $ —      $ —        $ 76,162      $ 76,162   

Cash and cash equivalents

     23      169,349        (113,737     55,635   

Accounts receivable, net

     —        —          1,142        1,142   

Prepaid expenses and other assets

     412      (412     550        550   

Intangible asset

     —        —          36,105        36,105   
                               

Total assets

   $ 435    $ 168,937      $ 222      $ 169,594   
                               

LIABILITIES AND STOCKHOLDERS’ EQUITY

         

Accounts payable and accrued expenses

   $ 185    $ (185   $ 880      $ 880   

Related-party loan

     249      (249     —          —     
                               

Total liabilities

     434      (434     880        880   
                               

Commitments and contingencies

         

Preferred shares, $.01 par value; 100,000,000 shares authorized;

no shares issued and outstanding

     —        —          —          —     

Common shares, $.01 par value; 400,000,000 shares authorized; 100,000 shares (historical) and 9,349,061 shares (pro forma) issued and outstanding

     1      92        —          93   

Additional paid-in capital

     —        169,279        —          169,279   

Retained deficit

     —        —          (658     (658
                               

Total stockholders’ equity

     1      169,371        (658     168,714   
                               

Total liabilities and stockholders’ equity

   $ 435    $ 168,937      $ 222      $ 169,594   
                               

 

Footnote:
(1) Reflects the completion of the Company’s IPO, private placement transactions, and issuance of restricted and unrestricted common shares as if each had occurred on December 31, 2009. The pro forma adjustment reflects the following:

Sale of 7,500,000 common shares in the IPO at a price of $20.00 per share, less underwriting fees and offering costs;

Exercise by the underwriters of their over-allotment option to purchase 85,854 common shares at the IPO price of $20.00 per share, less underwriting fees;

Concurrent private placements to Hyatt Corporation and BAMCO, Inc. of an aggregate of 1,357,293 common shares, at a price of $18.80 per share;

Sale of an aggregate of 150,000 common shares to the Company’s non-executive chairman and certain executives at the IPO price of $20.00 per share;

Repayment of a related-party loan in the aggregate of $249 and repurchase of 100,000 common shares acquired by certain executives in connection with the Company’s initial capitalization for an aggregate of $1;

Grant of 5,500 unrestricted common shares and 250,414 restricted common shares to the Company’s independent trustees and executive officers, respectively, upon completion of the IPO, including the shares granted to Graham J. Wootten upon his appointment as an executive officer.

 

(2) Reflects the purchase of the Hyatt Regency Boston hotel as if it had occurred on December 31, 2009 for $113,145. The acquisition was funded with proceeds from the Company’s IPO, which was completed on January 27, 2010. The pro forma adjustment reflects the following:

Cash paid of $113,079, net of hotel cash acquired of $66;

Cash paid of $658 for hotel acquisition costs;

Purchase of building and furniture, fixtures and equipment of $76,162;

Purchase of intangible asset of $36,105;

Purchase of net working capital of $812.


CHESAPEAKE LODGING TRUST

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2009

(in thousands, except share and per share data)

 

     Historical
Chesapeake Lodging
Trust (1)
   Acquisition of
Hyatt Regency
Boston (2)
   Pro  Forma
Adjustments
    Pro Forma
Chesapeake Lodging
Trust
 

REVENUE

          

Rooms

   $ —      $ 24,120    $ —        $ 24,120   

Food and beverage

     —        8,193      —          8,193   

Other

     —        1,044      —          1,044   
                              

Total revenue

     —        33,357      —          33,357   
                              

EXPENSES

          

Hotel operating expenses:

          

Rooms

     —        6,153      —          6,153   

Food and beverage

     —        5,596      —          5,596   

Other direct

     —        637      —          637   

Indirect

     —        11,533      —          11,533   
                              

Total hotel operating expenses

     —        23,919      —          23,919   

Depreciation and amortization

     —        4,409      (1,951 )(3)      2,458   

Intangible asset amortization

     —        197      322 (4)      519   

Corporate general and administrative:

          

Stock-based compensation

     —        —        1,774 (5)      1,774   

Hotel property acquisition costs

     —        —        658 (6)      658   

Other

     —        —        5,293 (7)      5,293   
                              

Total operating expenses

     —        28,525      6,096        34,621   
                              

Operating income (loss)

     —        4,832      (6,096     (1,264

Interest income

     —        4      —          4   

Income (loss) before income taxes

     —        4,836      (6,096     (1,260

Income tax expense

     —        —        (189 )(8)      (189
                              

Net income (loss)

   $ —      $ 4,836    $ (6,285   $ (1,449
                              

Net loss per share:

          

Basic

   $ —           $ (0.16

Diluted

   $ —           $ (0.16

Weighted average number of common shares outstanding:

          

Basic

     100,000           9,098,647 (9) 

Diluted

     100,000           9,140,414 (10) 

 

Footnote:
(1) The Company had no operations for the year ended December 31, 2009.
(2) Reflects the combination of the historical audited statements of revenues and expenses of the Hyatt Regency Boston hotel for the periods from February 17, 2009 through December 31, 2009 and January 1, 2009 through February 16, 2009.
(3) Reflects removal of historical depreciation expense of $4,409 and recording pro forma depreciation expense of $2,458. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 40 years for building and seven years for furniture, fixtures and equipment.
(4) Reflects removal of historical intangible asset amortization expense of $197 and recording pro forma intangible asset amortization expense of $519. Intangible asset amortization is related to a long-term air rights contract and is computed using the straight-line method over the term of the contract, which expires in 2079.
(5) Reflects adjustment to record full year stock-based compensation expense for the Company’s board of trustees and executives with management contracts.
(6) Reflects adjustment to record transaction costs incurred to acquire the Hyatt Regency Boston hotel.
(7) Reflects adjustment to record full year corporate general and administrative expenses, including employee payroll and benefits, board of trustees fees, investor relations costs, professional services fees, and other costs of being a public company.
(8) Reflects adjustment to record pro forma income taxes related to the Company’s taxable REIT subsidiary subsequent to the acquisition of the Hyatt Regency Boston hotel.
(9) Reflects number of common shares issued and outstanding as if the Company’s IPO and private placement transactions had occurred on January 1, 2009.
(10) Reflects number of common shares issued and outstanding as if the Company’s IPO and private placement transactions had occurred on January 1, 2009, including the dilutive effect of granting restricted common shares to the Company’s independent trustees and executive officers upon completion of the IPO, including the shares granted to Graham J. Wootten upon his appointment as an executive officer.