EX-99.2 4 ahprcsarasotaproforma12-31.htm EXHIBIT 99.2 Exhibit
EXHIBIT 99.2

On April 4, 2018, Braemar Hotels & Resorts Inc. ("Braemar" or the "Company") completed the acquisition of the 266-room Ritz-Carlton Sarasota Resort and a 22-acre plot of vacant land. The fair value of the Ritz-Carlton Sarasota Resort and vacant land was approximately $182.0 million. The following unaudited pro forma financial information of the Company has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the acquisitions and related transactions occurred on the date indicated or what may result in the future.


1




BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
December 31, 2017
(in thousands, except share amounts) 
 
Braemar
Consolidated
Historical(A)
 
Ritz-Carlton Sarasota Resort(B)
 
Adjustments
 
Braemar
Consolidated
Pro Forma
Assets
 
 
 
 
 
 
 
Investment in hotel properties, gross
$
1,403,110

 
$
194,500

 
$
183,670

(C) (i)

$
1,586,780

 
 
 
 
 
(194,500
)
(C) (ii)
 
Accumulated depreciation
(257,268
)
 
(98,149
)
 
98,149

(C) (ii)
(257,268
)
Investment in hotel properties, net
1,145,842

 
96,351

 
87,319

 
1,329,512

Cash and cash equivalents
137,522

 
2,328

 
(182,000
)
(C) (i)
57,585

 
 
 
 
 
2,671

(C) (iii)
 
 
 
 
 
 
98,307

(C) (vi)
 
 
 
 
 
 
(1,243
)
(C) (vii)
 
Restricted cash
47,820

 
2,859

 

 
50,679

Accounts receivable, net of allowance
14,334

 
4,203

 

 
18,537

Insurance receivable
8,825

 

 

 
8,825

Inventories
1,425

 
674

 

 
2,099

Note receivable
8,098

 

 

 
8,098

Deferred costs, net
656

 

 

 
656

Prepaid expenses
3,670

 
445

 

 
4,115

Investment in Ashford Inc., at fair value
18,124

 

 

 
18,124

Derivative assets
594

 

 

 
594

Other assets
9,426

 

 
2,000

(C) (i)
11,426

Intangible assets, net
22,545

 

 
6,290

(C) (i)
28,835

Due from related party, net
349

 

 

 
349

Due from third-party hotel managers
4,589

 

 

 
4,589

Total assets
$
1,423,819

 
$
106,860

 
$
13,344

 
$
1,544,023

Liabilities and Equity
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Indebtedness, net
$
820,959

 
$
23,883

 
$
(23,883
)
(C) (v)
$
919,266

 
 
 
 
 
100,000

(C) (vi)
 
 
 
 
 
 
(1,693
)
(C) (vi)
 
Accounts payable and accrued expenses
56,803

 
12,865

 

 
69,668

Dividends and distributions payable
8,146

 
1,437

 
(1,437
)
(C) (viii)
8,146

Due to Ashford Inc.
1,703

 

 

 
1,703

Due to third-party hotel managers
1,709

 

 

 
1,709

Intangible liability, net
3,569

 

 

 
3,569

Refundable membership deposits

 
18,627

 
(18,627
)
(C) (iv)
9,960

 
 
 
 
 
9,960

(C) (i)


Deferred income

 
2,700

 
(2,700
)
(C) (ix)

Other liabilities
1,628

 
315

 

 
1,943

Total liabilities
894,517

 
59,827

 
61,620

 
1,015,964

5.50% Series B cumulative convertible preferred stock, $.01 par value, 4,965,850 shares issued and outstanding at December 31, 2017
106,123

 

 

 
106,123

Redeemable noncontrolling interests in operating partnership
46,627

 

 

 
46,627

Equity:
 
 
 
 
 
 
 
Common stock, $0.01 par value, 200,000,000 shares authorized, 32,120,210 shares issued and outstanding at December 31, 2017
321

 

 

 
321

Additional paid-in capital
469,791

 
47,033

 
(96,351
)
(C) (ii)
465,848

 
 
 
 
 
2,671

(C) (iii)
 
 
 
 
 
 
18,627

(C) (iv)
 
 
 
 
 
 
23,883

(C) (v)
 
 
 
 
 
 
(1,243
)
(C) (vii)
 
 
 
 
 
 
1,437

(C) (viii)
 
Accumulated deficit
(88,807
)
 
 
 
2,700

(C) (ix)
(86,107
)
Total stockholders’ equity of the Company
381,305

 
47,033

 
(48,276
)
 
380,062

Noncontrolling interest in consolidated entities
(4,753
)
 

 

 
(4,753
)
Total equity
376,552

 
47,033

 
(48,276
)
 
375,309

Total liabilities and equity
$
1,423,819

 
$
106,860

 
$
13,344

 
$
1,544,023


See accompanying notes.

2




NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(A)
Represents the historical consolidated balance sheet of Braemar as of December 31, 2017, as reported in its Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 14, 2018.
(B)
Represents the historical balance sheet of the Ritz-Carlton Sarasota Resort as of December 31, 2017, as included in Exhibit 99.1 of this Current Report on Form 8-K/A.
(C)
Represents adjustments for Braemar's purchase of the Ritz-Carlton Sarasota Resort as of December 31, 2017, which includes (i) the cash consideration paid for the acquisition of the the Ritz-Carlton Sarasota Resort and the fair value of the hotel property, customer relationship intangible asset, refundable membership deposits and income guarantee (other asset) associated with the acquisition; (ii) the removal of the historical cost of the investment in hotel property of the the Ritz-Carlton Sarasota Resort; (iii) cash consideration received for the negative working capital assumed from the acquisition of the Ritz-Carlton Sarasota Resort; (iv) the removal of the historical cost of refundable membership deposits; (v) the removal of indebtedness not assumed; (vi) the cash proceeds and deferred loan costs associated with the indebtedness incurred to finance the acquisition of the Ritz-Carlton Sarasota Resort; (vii) direct and incremental transaction costs associated with the acquisition of the the Ritz-Carlton Sarasota Resort; (viii) the removal of distributions payable not assumed; and (ix) the removal of deferred income not assumed related to nonrefundable membership fees.


3




BRAEMAR HOTELS & RESORTS INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2017
(in thousands, except share and per share amounts)
 
Braemar
Consolidated
Historical (A)
 
Ritz-Carlton Sarasota Resort(B)
 
Adjustments
 
Braemar
Consolidated
Pro Forma
Revenue
 
 
 
 
 
 
 
Rooms
$
286,006

 
$
27,610

 
$

 
$
313,616

Food and beverage
96,415

 
22,573

 

 
118,988

Other
31,484

 
13,260

 
(1,120
)
(C) (i)
43,624

Total hotel revenue
413,905

 
63,443

 
(1,120
)
 
476,228

Other
158

 

 

 
158

Total revenue
414,063

 
63,443

 
(1,120
)
 
476,386

Expenses
 
 
 
 
 
 
 
Hotel operating expenses:
 
 
 
 
 
 
 
Rooms
65,731

 
7,096

 

 
72,827

Food and beverage
68,469

 
15,765

 

 
84,234

Other expenses
122,322

 
22,976

 

 
145,298

Management fees
15,074

 
2,524

 

 
17,598

Total hotel operating expenses
271,596

 
48,361

 

 
319,957

Property taxes, insurance and other
21,337

 
1,325

 
419

(C) (ii)
23,081

Depreciation and amortization
52,262

 
6,416

 
1,502

(C) (iii)
60,180

Impairment charges
1,068

 

 

 
1,068

Advisory services fee
9,134

 

 

 
9,134

Contract modification cost
5,000

 

 

 
5,000

Transaction costs
6,678

 

 
(27
)
(C) (iv)
6,651

Corporate general and administrative
8,146

 

 

 
8,146

Total operating expenses
375,221

 
56,102

 
1,894

 
433,217

Operating income (loss)
38,842

 
7,341

 
(3,014
)
 
43,169

Interest income
690

 

 

 
690

Gain (loss) on sale of hotel property
23,797

 

 

 
23,797

Other income (expense)
(377
)
 

 
(902
)
(C) (viii)
(1,279
)
Interest expense and amortization of premiums and loan costs
(38,937
)
 
(801
)
 
(3,301
)
(C) (v)
(43,039
)
Write-off of loan costs and exit fees
(3,874
)
 

 

 
(3,874
)
Unrealized gain (loss) on investment in Ashford Inc.
9,717

 

 

 
9,717

Unrealized gain (loss) on derivatives
(2,056
)
 

 

 
(2,056
)
Income (loss) before income taxes
27,802

 
6,540

 
(7,217
)
 
27,125

Income tax (expense) benefit
522

 

 
(456
)
(C) (vi)
66

Net income (loss)
28,324

 
6,540

 
(7,673
)
 
27,191

(Income) loss from consolidated entities attributable to noncontrolling interests
(3,264
)
 

 

 
(3,264
)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership
(2,038
)
 

 
130

(C) (vii)
(1,908
)
Net income (loss) attributable to the Company
23,022

 
6,540

 
(7,543
)
 
22,019

Preferred dividends
(6,795
)
 

 

 
(6,795
)
Net income (loss) available to common stockholders
$
16,227

 
$
6,540

 
$
(7,543
)
 
$
15,224

Income (loss) per share – basic:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
0.52

 
 
 
 
 
$
0.49

Weighted average common shares outstanding—basic
30,473

 
 
 
 
 
30,473

Income (loss) per share – diluted:
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
0.51

 
 
 
 
 
$
0.48

Weighted average common shares outstanding—diluted
34,706

 
 
 
 
 
34,706

 
 
 
 
 
 
 
 
Dividends declared per common share
$
0.64

 
 
 
 
 
$
0.64


See accompanying notes.

4




NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(A)
Represents the historical consolidated statement of operations of Braemar for the year ended December 31, 2017, as reported in its Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 14, 2018.
(B)
Represents the historical consolidated statement of operations of the Ritz-Carlton Sarasota Resort for the the year ended December 31, 2017, as reported in this Current Report on Form 8-K/A.
(C)
Represents adjustments for Braemar’s purchase of the the Ritz-Carlton Sarasota Resort for the year ended December 31, 2017, which include; (i) an adjustment for the removal of revenue associated with non-refundable membership fees (ii) an adjustment related to amortization of customer relationship intangible asset associated with the acquisition of the Ritz-Carlton Sarasota Resort; (iii) adjustment to the depreciation expense based on Braemar's new cost basis in the acquired hotel. The estimated useful lives are 39 years for buildings, 4.8 years for land improvements and 3.5 years for furniture, fixtures and equipment; (iv) elimination of nonrecurring transaction costs incurred by the Company associated with the acquisition of the Ritz-Carlton Sarasota Resort; (v) an adjustment to reflect the interest expense associated with theindebtedness incurred to finance the acquisition of the Ritz-Carlton Sarasota Resort; (vi) adjustment to income tax benefit to reflect total income tax benefit as if the consolidated group filed its tax returns including the Ritz-Carlton Sarasota Resort; (vii) an adjustment to net income attributable to redeemable noncontrolling interests in operating partnership for the incremental operating results of the Ritz-Carlton Sarasota Resort; and (viii) an adjustment to reflect the present value accretion expense related to the refundable membership deposits.


5