UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
July 17, 2017
Date of report (Date of earliest event reported)
Condor Hospitality Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-34087 | 52-1889548 | |
(Commission File Number) |
(IRS Employer Identification No.) |
|
4800 Montgomery Lane, Suite 220 Bethesda, Maryland |
20814 | |
(Address of Principal Executive Offices) | (Zip Code) |
(402) 371-2520
(Registrants Telephone Number, Including Area Code)
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
Condor Hospitality Trust, Inc. (the Company) filed a Form 8-K dated July 17, 2017 announcing that the Company, through Condor Hospitality Limited Partnership, the Companys operating partnership (the Operating Partnership) entered into purchase agreements to purchase three hotels for an aggregate purchase price of $59.6 million (collectively the Acquisition). There can be no assurance conditions to closing will be satisfied.
As the Acquisition is deemed probable and significant, in accordance with Rule 8-04 under SEC Regulation S-X, the Company is filing this amended Form 8-K/A dated July 17, 2017 to provide audited and unaudited financial statements and unaudited pro forma financial information in connection with the Acquisition. The audited consolidated financial statements for MS Hospitality (AUSAP), LP, MB Hospitality (EP), LP, and MB Hospitality (AUSN), LP, as of and for the years ended December 31, 2016 and 2015, and the related statements of operations, changes in partners capital, and cash flows for the years ended December 31, 2016 and 2015, including the notes and independent auditors report related thereto, the unaudited balance sheet of each of these entities as of June 30, 2017 and 2016, the unaudited statements of operations, changes in partners capital, and cash flows of each of the entities for the six month periods ended June 30, 2017 and 2016, including the notes thereto, are attached as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, and 99.6 and incorporated herein by reference.
The unaudited pro forma condensed consolidated balance sheet of the Company as of June 30, 2017, and the unaudited pro forma condensed consolidated statements of operations of the Company for the six months ended June 30, 2017, and for the year ended December 31, 2016, which give effect to the Acquisition and other events described therein, are attached as Exhibit 99.7 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
23.1 | Consent of Pannell Kerr Foster | |
99.1 | Audited Financial Statements of MS Hospitality (AUSAP), LP for the Years Ended December 31, 2016 and 2015 | |
99.2 | Audited Financial Statements of MB Hospitality (EP), LP for the Years Ended December 31, 2016 and 2015 | |
99.3 | Audited Financial Statements of MB Hospitality (AUSN), LP for the Years Ended December 31, 2016 and 2015 | |
99.4 | Unaudited Financial Statements of MS Hospitality (AUSAP), LP for the Six Months Ended June 30, 2017 and 2016 | |
99.5 | Unaudited Financial Statements of MB Hospitality (EP), LP for the Six Months Ended June 30, 2017 and 2016 | |
99.6 | Unaudited Financial Statements of MB Hospitality (AUSN), LP for the Six Months Ended June 30, 2017 and 2016 | |
99.7 | Pro forma Financial Information for the Year Ended December 31, 2016 and Six Months Ended June 30, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Condor Hospitality Trust, Inc. | ||||||
Date: August 25, 2017 | By: |
/s/ Arinn Cavey |
||||
Name: | Arinn Cavey | |||||
Title: | Chief Accounting Officer |
EXHIBIT INDEX
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (333-212264, 333-181680 and 333-134822) and Form S-3 (333-180479, 333-170756 and 333-138304) of our reports dated August 25, 2017 with respect to the financial statements of MB Hospitality (EP), LP, MB Hospitality (AUSAP), LP, and MB Hospitality (AUSN), LP, which comprise the balance sheets as of December 31, 2016 and 2015 and the related statements of operations, changes in partners capital and cash flows for the years then ended for MB Hospitality (EP), LP and for year ended December 31, 2016 and for the period from inception (January 22, 2015) to December 31, 2015 for MB Hospitality (AUSAP), LP, and MB Hospitality (AUSN), LP, appearing in this Current Report on Form 8-K of Condor Hospitality Trust, Inc.
/s/ Pannell Kerr Forster of Texas, P.C.
Houston, TX
August 25, 2017
Exhibit 99.1
MB Hospitality (AUSAP), LP
Financial Statements
December 31, 2016 and 2015
MB Hospitality (AUSAP), LP
December 31, 2016 and 2015
Table of Contents
Page(s) | ||
Independent Auditors Report |
1 | |
Balance Sheets |
2 | |
Statements of Operations |
3 | |
Statements of Partners Capital |
4 | |
Statements of Cash Flows |
5 | |
Notes to Financial Statements |
6-10 |
INDEPENDENT AUDITORS REPORT
To the Partners of
MB Hospitality (AUSAP), LP
We have audited the accompanying financial statements of MB Hospitality (AUSAP), LP (a Texas limited partnership), which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of operations, partners capital, and cash flows for the year ended December 31, 2016 and for the period from inception (January 22, 2015) through December 31, 2015, and the related notes to financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MB Hospitality (AUSAP), LP as of December 31, 2016 and 2015, and the results of its operations and its cash flows for year ended December 31, 2016 and for the period from inception (January 22, 2015) through December 31, 2015, in accordance with U.S. generally accepted accounting principles.
/s/ Pannell Kerr Forster of Texas, P.C.
August 25, 2017
MB Hospitality (AUSAP), LP
Balance Sheets
December 31, | ||||||||
2016 | 2015 | |||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 1,059,059 | $ | | ||||
Accounts receivable |
43,782 | | ||||||
Prepaid expenses and other current assets |
24,538 | | ||||||
|
|
|
|
|||||
Total current assets |
1,127,379 | | ||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Land and land improvements |
1,756,813 | | ||||||
Buildings and improvements |
10,861,808 | | ||||||
Furniture, fixtures and equipment |
2,099,589 | | ||||||
Computer, software and equipment |
1,987 | | ||||||
Construction in process |
| 6,452,296 | ||||||
|
|
|
|
|||||
14,720,197 | 6,452,296 | |||||||
Less accumulated depreciation |
(249,039 | ) | | |||||
|
|
|
|
|||||
Property and equipment, net |
14,471,158 | 6,452,296 | ||||||
|
|
|
|
|||||
Other assets, net of accumulated amortization |
73,437 | | ||||||
|
|
|
|
|||||
Total assets |
$ | 15,671,974 | $ | 6,452,296 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital | ||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 174,513 | $ | 953,547 | ||||
Due to affiliate |
15,681 | 31,928 | ||||||
Accrued expenses and other liabilities |
219,621 | | ||||||
|
|
|
|
|||||
Total current liabilities |
409,815 | 985,475 | ||||||
|
|
|
|
|||||
Note payable |
10,539,688 | 449,840 | ||||||
|
|
|
|
|||||
Total liabilities |
10,949,503 | 1,435,315 | ||||||
|
|
|
|
|||||
Commitment and contingencies |
||||||||
Partners capital |
||||||||
Limited partners capital |
4,721,999 | 5,016,479 | ||||||
General partners capital |
472 | 502 | ||||||
|
|
|
|
|||||
Total partners capital |
4,722,471 | 5,016,981 | ||||||
|
|
|
|
|||||
Total liabilities and partners equity |
$ | 15,671,974 | $ | 6,452,296 | ||||
|
|
|
|
See accompanying notes to financial statements.
2
MB Hospitality (AUSAP), LP
Statements of Operations
Period from | ||||||||
Inception | ||||||||
(January 22, | ||||||||
Year Ended | 2015) to | |||||||
December 31, | December 31, | |||||||
2016 | 2015 | |||||||
Revenues |
||||||||
Rooms |
$ | 1,432,484 | $ | | ||||
Other |
25,512 | | ||||||
|
|
|
|
|||||
Total revenues |
1,457,996 | | ||||||
|
|
|
|
|||||
Costs and expenses |
||||||||
Rooms |
339,621 | | ||||||
General and administrative |
663,452 | | ||||||
Advertising and marketing |
44,467 | | ||||||
Repairs and maintenance |
15,289 | | ||||||
Utilities |
67,449 | | ||||||
Property taxes and insurance |
120,835 | | ||||||
Management fee and owners expense |
58,442 | | ||||||
Information and telecommunication systems |
20,233 | | ||||||
Other expenses |
4,355 | | ||||||
|
|
|
|
|||||
Total costs and expenses |
1,334,143 | | ||||||
|
|
|
|
|||||
Operating income |
123,853 | | ||||||
|
|
|
|
|||||
Interest expense |
167,761 | 18,269 | ||||||
Depreciation and amortization |
250,602 | | ||||||
|
|
|
|
|||||
Net loss |
$ | (294,510 | ) | $ | (18,269 | ) | ||
|
|
|
|
See accompanying notes to financial statements.
3
MB Hospitality (AUSAP), LP
Statements of Partners Capital
For the Year Ended December 31, 2016 and Period from
Inception (January 22, 2015) to December 31, 2015
General Partner | Limited Partners | Total | ||||||||||
Balance, January 22, 2015 |
$ | | $ | | $ | | ||||||
Contributions |
504 | 5,034,746 | 5,035,250 | |||||||||
Net loss |
(2 | ) | (18,267 | ) | (18,269 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, December 31, 2015 |
502 | 5,016,479 | 5,016,981 | |||||||||
Net loss |
(30 | ) | (294,480 | ) | (294,510 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, December 31, 2016 |
$ | 472 | $ | 4,721,999 | $ | 4,722,471 | ||||||
|
|
|
|
|
|
See accompanying notes to financial statements.
4
MB Hospitality (AUSAP), LP
Statements of Cash Flows
Period from | ||||||||
Inception | ||||||||
(January 22, | ||||||||
Year Ended | 2015) to | |||||||
December 31, | December 31, | |||||||
2016 | 2015 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (294,510 | ) | $ | (18,269 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation |
249,039 | | ||||||
Amortization of deferred financing costs |
29,375 | 18,269 | ||||||
Amortization of deferred franchise fees |
1,563 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(43,782 | ) | | |||||
Prepaid expenses and other current assets |
(24,538 | ) | | |||||
Other assets |
(75,000 | ) | | |||||
Accounts payable |
174,513 | | ||||||
Due to affiliate |
(16,247 | ) | 31,928 | |||||
Accrued expenses and other liabilities |
219,621 | | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
220,034 | 31,928 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(9,221,448 | ) | (5,498,749 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(9,221,448 | ) | (5,498,749 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Contributions from partners |
| 5,035,250 | ||||||
Deferred financing costs |
| (88,125 | ) | |||||
Proceeds from note payable |
10,060,473 | 519,696 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
10,060,473 | 5,466,821 | ||||||
|
|
|
|
|||||
Net increase in cash and cash equivalents |
1,059,059 | | ||||||
Cash and equivalents at beginning of period |
| | ||||||
|
|
|
|
|||||
Cash and equivalents at end of period |
$ | 1,059,059 | $ | | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 243,196 | $ | | ||||
|
|
|
|
See accompanying notes to financial statements.
5
MB Hospitality (AUSAP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - Summary of Significant Accounting Policies
Description of business
MB Hospitality (AUSAP), LP (the Partnership) a Texas limited partnership, was formed on May 27, 2014. The Partnership was formed to develop, own and operate a hotel in Austin, Texas, consisting of 120 guest rooms and related amenities and facilities. The hotel opened on August 3, 2016.
Organization
The Partnerships ownership structure is comprised of a General Partner with a 0.01% interest and two Limited Partners with 4.99% and 95.00% interests. Profit and losses are allocated proportionally to the partners based on their respective capital percentages. The partnership agreement has a term lasting until December 31, 2064, unless sooner dissolved in accordance with the agreement.
Cash equivalents
For purposes of the statements of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.
Reserve and escrow accounts
The Partnerships reserve and escrow accounts consists of escrow deposits to be used for future improvements to the property and for property and insurance tax payments.
Property and equipment
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method based upon the estimated useful lives of the assets as follows:
Useful Lives | ||||
Building |
39 years | |||
Land improvements |
15 years | |||
Computer software and equipment |
5 years | |||
Furniture, fixtures and equipment |
7 years |
Improvements that extend the life of the asset are capitalized. Maintenance and repairs are charged to expense as incurred.
The Partnership reviews its properties whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through operations. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. The Partnership does not believe that any such changes have occurred and as such there were no impairment losses recorded in 2016 or 2015.
6
MB Hospitality (AUSAP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - Summary of Significant Accounting Policies (Continued)
Accounts receivable
Accounts receivable consist of unbilled hotel guest charges for guests staying at the hotel at year-end and corporate account customer charges from various times throughout the year. The Partnership estimates an allowance for doubtful accounts based on historical activity, with no allowance deemed necessary as of December 31, 2016 and 2015.
Deferred franchise fees
Deferred franchise fees represent the initial fees to obtain the right to operate the hotel under the System Hotel name. Deferred franchise fees are amortized on a straight-line basis from the date the hotel opened for business through the expiration date of the franchise agreement. Unamortized deferred franchise fees are included in other assets on the accompanying balance sheets.
Deferred financing costs
Deferred financing costs are those costs incurred in connection with obtaining a note payable and is amortized to interest expense, on a straight-line basis, which approximates the interest method, over the term of the note payable. Deferred financing costs are presented as a direct deduction from the carrying value of the associated note payable.
Income taxes
The Partnership is organized as a Texas limited partnership and therefore, income and losses are reported in the tax returns of the Partners.
The Partnership is subject to Texas state margin tax, and accordingly, the financial statements for the years ended December 31, 2016 and 2015 include a tax provision for Texas state margin tax of $7,650 and $0, respectively.
The Partnership recognizes in the financial statements the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority. Should the Partnership be subject to examination by the taxing authority, any adjustments required would be passed through to the Partners for their share of such adjustments.
Revenue recognition
Revenues are recognized when services have been performed, generally at the time of the hotel stay or at the point of sale.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $44,467 and $0 for the years ended December 31, 2016 and 2015, respectively, which is included in advertising and marketing on the accompanying statements of operations.
7
MB Hospitality (AUSAP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - 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. Actual results could differ from those estimates.
Concentrations of credit risk
The Partnership operates one hotel. Future operations could be affected by economic or other conditions in its geographical area or by changes in the travel and tourism industry.
Financial instruments which potentially subject the Partnership to concentrations of credit risk are primarily cash and cash equivalents and trade receivables. The Partnership maintains cash accounts in major U.S. financial institutions. The balances of these accounts occasionally exceed the federally insured limits, although no losses have been incurred in connection with such cash balances. Any losses incurred in connection with accounts receivable are immaterial and considered a normal cost of operations.
Recent accounting pronouncement
In April 2015, the Financial Accounting Standards Board issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt. The new guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The new guidance is effective for financial statements issued in fiscal years beginning after December 15, 2015, and will be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. The Partnerships adoption of this guidance did not have a material impact on the Partnerships financial statements, other than balance sheet reclassifications.
Derivative financial instruments
On December 28, 2016, the Partnership entered into a 4.865% LIBOR interest rate swap agreement. This swap agreement has an initial notional amount of $7,950,000 with a declining balance which expires on December 1, 2019. As of December 31, 2016, there was no change in the fair value of the derivative and therefore no realized or unrealized gain or loss have been recorded on the interest rate swaps. The initial payment will commence on February 1, 2017.
The Partnership has not designated these interest rate derivative contracts as cash flow hedges, and as such, any changes in fair value of these derivatives will be recognized currently in earnings.
8
MB Hospitality (AUSAP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 2 - Note Payable to Financial Institution
Effective May 19, 2015, the Partnership entered into a promissory note with a financial institution that allows for draws up to $11,750,000 upon certain milestones. The note matures on May 19, 2018 with interest payments due monthly and principal and any accrued but unpaid interest due at maturity. Upon the maturity date of the note, the Partnership has the option to extend the note three separate times for a period of one year increments. The note is secured by the hotel and partners guarantees. Interest accrues at a rate of LIBOR plus 3% per annum. As of December 31, 2016, the interest rate was 3.77%.
For the year ended December 31, 2016, the Partnership capitalized $106,372 of interest from the note payable related to the construction of the hotel.
In connection with the note payable, the Partnership incurred deferred financing costs of $88,125. The Partnership recorded $29,375 and $18,269 of interest expense related to the deferred financing costs on the note payable for the years ended December 31, 2016 and 2015, respectively.
Long-term debt at December 31, 2016 and 2015 consisted of the following:
2016 | 2015 | |||||||
Note payable to financial institution |
$ | 10,580,169 | $ | 519,696 | ||||
Less: unamortized debt financing cost |
(40,481 | ) | (69,856 | ) | ||||
|
|
|
|
|||||
Note payable, less unamortized debt financing cost |
$ | 10,539,688 | $ | 449,840 | ||||
|
|
|
|
The following is a schedule by year of maturities of the long-term note payable at December 31, 2016:
Year Ended | ||||
December 31, |
||||
2017 |
$ | | ||
2018 |
10,580,169 | |||
|
|
|||
Total |
$ | 10,580,169 | ||
|
|
Note 3 - Related Party Transactions
For the years ended December 31, 2016 and 2015, the Partnership incurred $21,916 and $0, respectively, in asset management fees, to a related party for hotel management functions. The asset management fee is calculated based on 1.5% of gross revenue. As of December 31, 2016 and 2015, the Partnership has accounts payable to a related party of $15,681 and $31,928, respectively.
9
MB Hospitality (AUSAP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 4 - Subsequent Events
Subsequent to year end, the Partnership received a letter of intent for the purchase of the hotel from a public company. There is a due diligence period of 45 days with closing set to occur 30 days after the due diligence period.
The Partnership has evaluated subsequent events through August 25, 2017, which is the date the financial statements were available to be issued and has determined that there are no other items that require disclosure.
10
Exhibit 99.2
MB Hospitality (EP), LP
Financial Statements
December 31, 2016 and 2015
MB Hospitality (EP), LP
December 31, 2016 and 2015
Table of Contents
Page(s) | ||
Independent Auditors Report |
1 | |
Balance Sheets |
2 | |
Statements of Operations |
3 | |
Statements of Partners Capital |
4 | |
Statements of Cash Flows |
5 | |
Notes to Financial Statements |
6-10 |
INDEPENDENT AUDITORS REPORT
To the Partners of
MB Hospitality (EP), LP
We have audited the accompanying financial statements of MB Hospitality (EP), LP (a Texas limited partnership), which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of operations, partners capital, and cash flows for the years then ended, and the related notes to financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MB Hospitality (EP), LP as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in accordance with U.S. generally accepted accounting principles.
/s/ Pannell Kerr Forster of Texas, P.C.
August 25, 2017
MB Hospitality (EP), LP
Balance Sheets
December 31, | ||||||||
2016 | 2015 | |||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 644,249 | $ | 986,282 | ||||
Reserve and escrow accounts |
405,498 | 204,200 | ||||||
Accounts receivable |
32,479 | 27,577 | ||||||
Prepaid expenses and other current assets |
26,270 | 27,947 | ||||||
|
|
|
|
|||||
Total current assets |
1,108,496 | 1,246,006 | ||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Land and land improvements |
2,494,978 | 2,494,978 | ||||||
Building and improvements |
7,306,270 | 7,304,707 | ||||||
Furniture, fixtures and equipment |
1,784,207 | 1,783,051 | ||||||
Computer software and equipment |
9,869 | 9,869 | ||||||
|
|
|
|
|||||
11,595,324 | 11,592,605 | |||||||
Less accumulated depreciation |
(809,690 | ) | (323,876 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
10,785,634 | 11,268,729 | ||||||
|
|
|
|
|||||
Total assets |
$ | 11,894,130 | $ | 12,514,735 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital | ||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 16,984 | $ | 4,377 | ||||
Accrued expenses and other liabilities |
570,383 | 362,806 | ||||||
Current maturities of note payable |
193,000 | | ||||||
|
|
|
|
|||||
Total current liabilities |
780,367 | 367,183 | ||||||
|
|
|
|
|||||
Note payable, net of current maturities |
8,040,915 | 8,210,927 | ||||||
|
|
|
|
|||||
Total liabilities |
8,821,282 | 8,578,110 | ||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Partners capital |
||||||||
Limited partners capital |
3,072,540 | 3,936,231 | ||||||
General partners capital |
308 | 394 | ||||||
|
|
|
|
|||||
Total partners capital |
3,072,848 | 3,936,625 | ||||||
|
|
|
|
|||||
Total liabilities and partners capital |
$ | 11,894,130 | $ | 12,514,735 | ||||
|
|
|
|
See accompanying notes to financial statements.
2
MB Hospitality (EP), LP
Statements of Operations
Year Ended December 31, | ||||||||
2016 | 2015 | |||||||
Revenues |
$ | 3,768,041 | $ | 2,053,124 | ||||
Costs and expenses |
||||||||
Rooms |
709,861 | 431,957 | ||||||
General and administrative |
673,950 | 601,543 | ||||||
Advertising and marketing |
108,843 | 71,216 | ||||||
Repairs and maintenance |
24,630 | 12,798 | ||||||
Utilities |
124,607 | 71,440 | ||||||
Property taxes and insurance |
327,407 | 190,375 | ||||||
Management fee and owners expense |
150,698 | 82,134 | ||||||
Information and telecommunication systems |
58,731 | 38,670 | ||||||
Other expenses |
1,437 | 1,311 | ||||||
|
|
|
|
|||||
Total costs and expenses |
2,180,164 | 1,501,444 | ||||||
|
|
|
|
|||||
Operating income |
1,587,877 | 551,680 | ||||||
|
|
|
|
|||||
Interest expense |
315,840 | 197,813 | ||||||
Depreciation expense |
485,814 | 323,876 | ||||||
|
|
|
|
|||||
Net income |
$ | 786,223 | $ | 29,991 | ||||
|
|
|
|
See accompanying notes to financial statements.
3
MB Hospitality (EP), LP
Statements of Partners Capital
Years Ended December 31, 2016 and 2015
General Partner | Limited Partners | Total | ||||||||||
Balance, December 31, 2014 |
$ | 391 | $ | 3,906,243 | $ | 3,906,634 | ||||||
Net income |
3 | 29,988 | 29,991 | |||||||||
|
|
|
|
|
|
|||||||
Balance, December 31, 2015 |
394 | 3,936,231 | 3,936,625 | |||||||||
Distributions |
(165 | ) | (1,649,835 | ) | (1,650,000 | ) | ||||||
Net income |
79 | 786,144 | 786,223 | |||||||||
|
|
|
|
|
|
|||||||
Balance, December 31, 2016 |
$ | 308 | $ | 3,072,540 | $ | 3,072,848 | ||||||
|
|
|
|
|
|
See accompanying notes to financial statements.
4
MB Hospitality (EP), LP
Statements of Cash Flows
Year Ended December 31, | ||||||||
2016 | 2015 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 786,223 | $ | 29,991 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
485,814 | 323,876 | ||||||
Amortization of deferred financing costs |
22,988 | 22,988 | ||||||
Changes in operating assets and liabilities: |
||||||||
Reserve and escrow accounts |
(201,298 | ) | (204,200 | ) | ||||
Accounts receivable |
(4,902 | ) | (27,577 | ) | ||||
Prepaid expenses and other current assets |
1,677 | (27,947 | ) | |||||
Accounts payable |
12,607 | (4,377 | ) | |||||
Accrued expenses and other liabilities |
207,577 | 356,779 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
1,310,686 | 469,533 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(2,719 | ) | (5,427,146 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
(2,719 | ) | (5,427,146 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Distributions to partners |
(1,650,000 | ) | | |||||
Proceeds from note payable |
| 5,943,757 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
(1,650,000 | ) | 5,943,757 | |||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
(342,033 | ) | 986,144 | |||||
Cash and equivalents at beginning of year |
986,282 | 138 | ||||||
|
|
|
|
|||||
Cash and equivalents at end of year |
$ | 644,249 | $ | 986,282 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 287,441 | $ | 204,489 | ||||
|
|
|
|
See accompanying notes to financial statements.
5
MB Hospitality (EP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - Summary of Significant Accounting Policies
Description of business
MB Hospitality (EP), LP (the Partnership), a Texas limited partnership, was formed on May 27, 2014. The Partnership was formed to develop, own and operate a hotel in El Paso, Texas, consisting of 124 guest rooms and related amenities and facilities. The hotel opened on May 1, 2015.
Organization
The Partnerships ownership structure is comprised of a General Partner with a 0.01% interest and two Limited Partners with 4.99% and 95.00% interests. Profit and losses are allocated proportionally to the partners based on their respective capital percentages. The partnership agreement has a term lasting until December 31, 2064, unless sooner dissolved in accordance with the agreement.
Cash equivalents
For purposes of the statements of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.
Reserve and escrow accounts
The Partnerships restricted cash consists of escrow deposits to be used for future improvements to the property and for property tax and insurance payments.
Property and equipment
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method based upon the estimated useful lives of the assets as follows:
Useful Lives | ||
Land improvements |
15 years | |
Building |
39 years | |
Building improvements |
27.5 years | |
Computer software and equipment |
5 years | |
Furniture, fixtures and equipment |
7 years |
Improvements that extend the life of the asset are capitalized. Maintenance and repairs are charged to expense as incurred.
The Partnership reviews its properties whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through operations. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. The Partnership does not believe that any such changes have occurred and as such there were no impairment losses recorded in 2016 or 2015.
6
MB Hospitality (EP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - Summary of Significant Accounting Policies (Continued)
Accounts receivable
Accounts receivable consist of unbilled hotel guest charges for guests staying at the hotel at year-end and corporate account customer charges from various times throughout the year. The Partnership estimates an allowance for doubtful accounts based on historical activity, with no allowance deemed necessary as of December 31, 2016 and 2015.
Deferred financing costs
Deferred financing costs are those costs incurred in connection with obtaining a note payable and is amortized to interest expense, on a straight-line basis, which approximates the interest method, over the term of the note payable. Deferred financing costs are presented as a direct deduction from the carrying value of the associated note payable.
Income taxes
The Partnership is organized as a Texas limited partnership and therefore, income and losses are reported in the tax returns of the partners.
The Partnership is subject to Texas state margin tax, and accordingly, the financial statements for the years ended December 31, 2016 and 2015 include a tax provision for Texas state margin tax of $20,000 and $0, respectively.
The Partnership recognizes in the financial statements the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority. Should the Partnership be subject to examination by the taxing authority, any adjustments required would be passed through to the partners for their share of such adjustments.
Revenue recognition
Revenues are recognized when services have been performed, generally at the time of the hotel stay or at the point of sale.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $108,843 and $71,216 for the years ended December 31, 2016 and 2015, respectively, which is included in advertising and marketing on the accompanying statements of operations.
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. Actual results could differ from those estimates.
7
MB Hospitality (EP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - Summary of Significant Accounting Policies (Continued)
Concentrations of credit risk
The Partnership operates one hotel. Future operations could be affected by economic or other conditions in its geographical area or by changes in the travel and tourism industry.
Financial instruments which potentially subject the Partnership to concentrations of credit risk are primarily cash and cash equivalents and trade receivables. The Partnership maintains cash accounts in major U.S. financial institutions. The balances of these accounts occasionally exceed the federally insured limits, although no losses have been incurred in connection with such cash balances. Any losses incurred in connection with accounts receivable are immaterial and considered a normal cost of operations.
Recent accounting pronouncement
In April 2015, the Financial Accounting Standards Board issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt. The new guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The new guidance is effective for financial statements issued in fiscal years beginning after December 15, 2015, and will be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. The Partnerships adoption of this guidance did not have a material impact on the Partnerships financial statements, other than balance sheet reclassifications.
Derivative financial instruments
On December 28, 2016, the Partnership entered into one 4.86% LIBOR interest rate swap agreement. This swap agreement has an initial notional amount of $8,625,000 with a declining balance which expires on December 1, 2019. As of December 31, 2016, there was no change in the fair value of the derivative and therefore no realized or unrealized gain or loss have been recorded on the interest rate swaps. The initial payment will commence on February 1, 2017.
The Partnership has not designated these interest rate derivative contracts as cash flow hedges, and as such, any changes in fair value of these derivatives will be recognized currently in earnings.
8
MB Hospitality (EP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 2 - Note Payable to Financial Institution
Effective June 27, 2014, the Partnership entered into a promissory note agreement with a financial institution that allows for draws up to $9,195,000 upon certain milestones. The original maturity date of the note was on June 27, 2017 with interest payments due monthly and principal and any accrued but unpaid interest due at maturity. On February 10, 2017, the note was amended to allow for draws up to $11,500,000 and the maturity date was extended to March 10, 2022. Principal payments are due in monthly installments of $19,300 beginning on March 1, 2017 with the final lump-sum payment due at maturity. The amended note agreement also requires the Partnership to be in compliance with certain financial covenants. The note is secured by the hotel and partners guarantees. Interest accrues at a rate of LIBOR plus 3% per annum. As of December 31, 2016, the interest rate was 3.77%.
For the year ended December 31, 2015, the Partnership capitalized $61,713 of interest on the note related to the construction of the hotel.
In connection with the note payable, the Partnership incurred deferred financing costs of $68,963. For deferred financing costs recorded within the years ended December 31, 2016 and 2015, the Partnership recorded $22,988 of interest expense related to the note payable.
Long-term debt at December 31, 2016 and 2015 consisted of the following:
2016 | 2015 | |||||||
Note payable to financial institution |
$ | 8,245,062 | $ | 8,245,062 | ||||
Less: unamortized debt financing cost |
(11,147 | ) | (34,135 | ) | ||||
|
|
|
|
|||||
Long-term debt, less unamortized debt financing cost |
8,233,915 | 8,210,927 | ||||||
Less: current maturities |
(193,000 | ) | | |||||
|
|
|
|
|||||
Long-term debt, less current maturities |
$ | 8,040,915 | $ | 8,210,927 | ||||
|
|
|
|
The following is a schedule by year of maturities of the long-term note payable at December 31, 2016:
Year Ended December 31, |
||||
2017 |
$ | 193,000 | ||
2018 |
231,600 | |||
2019 |
231,600 | |||
2020 |
231,600 | |||
2021 |
231,600 | |||
Thereafter |
7,125,662 | |||
|
|
|||
Total |
$ | 8,245,062 | ||
|
|
9
MB Hospitality (EP), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 3 - Related Party Transactions
For the years ended December 31, 2016 and 2015, the Partnership incurred $56,495 and $30,822, respectively, in asset management fees, to a related party for hotel management functions. The asset management fee is calculated based on 1.5% of gross revenue.
Note 4 - Subsequent Events
Subsequent to year end, the Partnership received a letter of intent for the purchase of the hotel from a public company. There is a due diligence period of 45 days with closing set to occur 30 days after the due diligence period.
The Partnership has evaluated subsequent events as of August 25, 2017, which is the date the financial statements were available to be issued and has determined that there are no other items that require disclosure.
10
Exhibit 99.3
MB Hospitality (AUSN), LP
Financial Statements
December 31, 2016 and 2015
MB Hospitality (AUSN), LP
December 31, 2016 and 2015
Table of Contents
Page(s ) | ||
Independent Auditors Report |
1 | |
Balance Sheets |
2 | |
Statements of Operations |
3 | |
Statements of Partners Capital |
4 | |
Statements of Cash Flows |
5 | |
Notes to Financial Statements |
6-8 |
INDEPENDENT AUDITORS REPORT
To the Partners of
MB Hospitality (AUSN), LP
We have audited the accompanying financial statements of MB Hospitality (AUSN), LP (a Texas limited partnership), which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of operations, partners capital, and cash flows for the year ended December 31, 2016 and for the period from inception (January 22, 2015) through December 31, 2015, and the related notes to financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MB Hospitality (AUSN), LP as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the year ended December 31, 2016 and for the period from inception (January 22, 2015) through December 31, 2015, in accordance with U.S. generally accepted accounting principles.
/s/ Pannell Kerr Forster of Texas, P.C.
August 25, 2017
MB Hospitality (AUSN), LP
Balance Sheets
December 31, | ||||||||
2016 | 2015 | |||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 659,497 | $ | 2,239,444 | ||||
Accounts receivable |
3,145 | | ||||||
Prepaid expenses and other current assets |
67,712 | | ||||||
|
|
|
|
|||||
Total current assets |
730,354 | 2,239,444 | ||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Land |
1,446,162 | 1,446,162 | ||||||
Building and improvements |
9,965,976 | | ||||||
Furniture, fixtures and equipment |
995,805 | | ||||||
Construction in progress |
| 719,032 | ||||||
|
|
|
|
|||||
Total property and equipment |
12,407,943 | 2,165,194 | ||||||
Other assets, net of accumulated amortization |
171,476 | 237,736 | ||||||
|
|
|
|
|||||
Total assets |
$ | 13,309,773 | $ | 4,642,374 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital | ||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 344,295 | $ | 228,742 | ||||
Due to affiliates |
142,176 | 13,513 | ||||||
|
|
|
|
|||||
Total current liabilities |
486,471 | 242,255 | ||||||
|
|
|
|
|||||
Line of credit |
8,635,023 | 1,000 | ||||||
|
|
|
|
|||||
Total liabilities |
9,121,494 | 243,255 | ||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Partners capital |
||||||||
Limited partners capital |
4,187,860 | 4,398,679 | ||||||
General partners capital |
419 | 440 | ||||||
|
|
|
|
|||||
Total partners capital |
4,188,279 | 4,399,119 | ||||||
|
|
|
|
|||||
Total liabilities and partners capital |
$ | 13,309,773 | $ | 4,642,374 | ||||
|
|
|
|
See accompanying notes to financial statements.
2
MB Hospitality (AUSN), LP
Statements of Operations
Year Ended
December 31, 2016 |
Period from
Inception (January 22, 2015) to December 31, 2015 |
|||||||
Revenues |
$ | | $ | | ||||
Costs and expenses |
||||||||
General and administrative |
144,514 | | ||||||
|
|
|
|
|||||
Total costs and expenses |
144,514 | | ||||||
|
|
|
|
|||||
Operating loss |
(144,514 | ) | | |||||
Interest expense |
66,326 | 11,043 | ||||||
|
|
|
|
|||||
Net loss |
$ | (210,840 | ) | $ | (11,043 | ) | ||
|
|
|
|
See accompanying notes to financial statements.
3
MB Hospitality (AUSN), LP
Statements of Partners Capital
For the Year Ended December 31, 2016 and Period from
Inception (January 22, 2015) to December 31, 2015
General Partner | Limited Partners | Total | ||||||||||
Balance, January 22, 2015 |
$ | | $ | | $ | | ||||||
Contributions |
441 | 4,409,721 | 4,410,162 | |||||||||
Net loss |
(1 | ) | (11,042 | ) | (11,043 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, December 31, 2015 |
440 | 4,398,679 | 4,399,119 | |||||||||
Net loss |
(21 | ) | (210,819 | ) | (210,840 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, December 31, 2016 |
$ | 419 | $ | 4,187,860 | $ | 4,188,279 | ||||||
|
|
|
|
|
|
See accompanying notes to financial statements.
4
MB Hospitality (AUSN), LP
Statements of Cash Flows
Year Ended
December 31, 2016 |
Period from
Inception (January 22, 2015) to December 31, 2015 |
|||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (210,840 | ) | $ | (11,043 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Amortization of deferred financing costs |
66,260 | 11,043 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
(3,145 | ) | | |||||
Prepaid expenses and other current assets |
(67,712 | ) | | |||||
Other assets |
| (50,000 | ) | |||||
Accounts payable |
228,835 | | ||||||
Due to affiliates |
128,663 | 13,513 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
142,061 | (36,487 | ) | |||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(10,356,031 | ) | (1,936,452 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(10,356,031 | ) | (1,936,452 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Contributions from partners |
| 4,410,162 | ||||||
Deferred financing costs |
| (198,779 | ) | |||||
Proceeds from line of credit |
8,634,023 | 1,000 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
8,634,023 | 4,212,383 | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
(1,579,947 | ) | 2,239,444 | |||||
Cash and equivalents at beginning of period |
2,239,444 | | ||||||
|
|
|
|
|||||
Cash and equivalents at end of period |
$ | 659,497 | $ | 2,239,444 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 87,638 | $ | | ||||
|
|
|
|
|||||
Non-cash investing activities: |
||||||||
Purchase of property and equipment |
$ | 115,460 | $ | 228,742 | ||||
|
|
|
|
See accompanying notes to financial statements.
5
MB Hospitality (AUSN), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - Summary of Significant Accounting Policies
Description of business
MB Hospitality (AUSN), LP (the Partnership), a Texas limited partnership, was formed on January 22, 2015. The Partnership was formed to develop, own and operate a hotel in Austin, Texas consisting of 122 guest rooms and related amenities and facilities. The hotel opened on January 3, 2017.
Organization
The Partnerships ownership structure is comprised of a General Partner with a 0.01% interest and two Limited Partners with 4.99% and 95.00% interests. Profit and losses are allocated proportionally to the partners based on their respective capital percentages. The partnership agreement has a term lasting until December 31, 2065, unless sooner dissolved in accordance with the agreement.
Cash equivalents
For purposes of the statements of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.
Property and equipment
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method based upon the estimated useful lives of the assets as follows:
Useful Lives | ||
Building |
39 years | |
Building improvements |
27.5 years | |
Furniture, fixtures and equipment |
7 years |
Improvements that extend the life of the asset are capitalized. Maintenance and repairs are charged to expense as incurred.
The Partnership reviews its properties whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through operations. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. The Partnership does not believe that any such changes have occurred and as such there were no impairment losses recorded in 2016 or 2015.
Accounts receivable
Accounts receivable will consist of unbilled hotel guest charges for guests staying at the hotel at year-end and corporate account customer charges from various times throughout the year. The Partnership will estimate an allowance for doubtful accounts based on historical activity, with no allowance deemed necessary as of December 31, 2016 and 2015.
6
MB Hospitality (AUSN), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - Summary of Significant Accounting Policies (Continued)
Other assets
Other assets include deferred franchise fees. Deferred franchise fees represent the initial fees to obtain the right to operate the hotel under the System Hotel name. Deferred franchise fees are amortized on a straight-line basis from the date the hotel opened for business through the expiration date of the franchise agreement. Unamortized deferred franchise fees are included in other assets on the accompanying balance sheets.
Deferred financing costs
Deferred financing costs are incurred in connection with the issuance of long-term debt, and are capitalized and amortized using the straight-line method, which approximates the interest method, over the expected terms of the related debt agreements. Unamortized deferred financing costs are included in other assets on the accompanying balance sheets.
Income taxes
The Partnership is organized as a Texas limited partnership and therefore, income and losses are reported in the tax returns of the partners.
The Partnership recognizes in the financial statements the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority. Should the Partnership be subject to examination by the taxing authority, any adjustments required would be passed through to the partners for their share of such adjustments.
Revenue recognition
Revenues are recognized when services have been performed, generally at the time of the hotel stay or at the point of sale.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $4,499 and $0, for the years ended December 31, 2016 and 2015, respectively, which is included in general and administrative on the accompanying statements of operations.
Concentrations of credit risk
The Partnership operates one hotel. Future operations could be affected by economic or other conditions in its geographical area or by changes in the travel and tourism industry.
Financial instruments which potentially subject the Partnership to concentrations of credit risk are primarily cash and cash equivalents. The Partnership maintains cash accounts in major U.S. financial institutions. The balances of these accounts occasionally exceed the federally insured limits, although no losses have been incurred in connection with such cash balances.
7
MB Hospitality (AUSN), LP
Notes to Financial Statements
December 31, 2016 and 2015
Note 1 - 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. Actual results could differ from those estimates.
Note 2 - Credit Facility
Effective November 18, 2015, the Partnership entered into a credit facility with a financial institution that allows for draws up to $10,290,000. Interest is due monthly with the outstanding principal balance and any accrued but unpaid interest due at maturity on November 18, 2018. The credit facility is secured by the hotel and partners guarantees. Interest accrues at a rate of LIBOR plus 3% per annum. As of December 31, 2016, the interest rate was 3.77%.
For the year ended December 31, 2016, the Partnership capitalized $114,606 of interest from the credit facility related to the construction of the hotel.
In connection with the credit facility, the Partnership incurred deferred financing costs of $198,779. The Partnership recorded $66,260 and $11,043 of interest expense related to the deferred financing costs of the credit facility for the years ended December 31, 2016 and 2015, respectively and the unamortized debt financing cost was $187,736 and $121,476, at December 31, 2016 and 2015, respectively.
Note 3 - Related Party Transactions
At December 31, 2016 and 2015, the Partnership had accounts payable of $142,176 and $13,513, respectively, to a related party for reimbursements.
Note 4 - Subsequent Events
Subsequent to year end, the Partnership received a letter of intent for the purchase of the hotel from a public company. There is a due diligence period of 45 days with closing set to occur 30 days after the due diligence period.
The Partnership has evaluated for subsequent events through August 25, 2017, which is the date the financial statements were available to be issued and has determined that there are no other items that require disclosure.
8
Exhibit 99.4
MB Hospitality (AUSAP), LP
Financial Statements
June 30, 2017 and 2016
MB Hospitality (AUSAP), LP
June 30, 2017 and 2016
Table of Contents
Page(s) | ||
Balance Sheets |
2 | |
Statements of Operations |
3 | |
Statements of Partners Capital |
4 | |
Statements of Cash Flows |
5 | |
Notes to Financial Statements |
6-9 |
MB Hospitality (AUSAP), LP
Balance Sheets
June 30, | ||||||||
2017 | 2016 | |||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 865,925 | $ | 544,666 | ||||
Reserve and escrow accounts |
222,221 | | ||||||
Accounts receivable |
41,894 | | ||||||
Due from affiliate |
| 39,150 | ||||||
Prepaid expenses and other current assets |
39,389 | | ||||||
|
|
|
|
|||||
Total current assets |
1,169,429 | 583,816 | ||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Land and land improvements |
1,756,813 | 1,756,813 | ||||||
Buildings and improvements |
10,861,808 | | ||||||
Furniture, fixtures and equipment |
2,084,517 | | ||||||
Computer software and equipment |
1,987 | | ||||||
Construction in progress |
| 10,921,623 | ||||||
|
|
|
|
|||||
14,705,125 | 12,678,436 | |||||||
Less accumulated depreciation |
(546,303 | ) | | |||||
|
|
|
|
|||||
Total property and equipment, net |
14,158,822 | 12,678,436 | ||||||
|
|
|
|
|||||
Other assets, net of accumulate amortization |
74,987 | | ||||||
|
|
|
|
|||||
Total assets |
$ | 15,403,238 | $ | 13,262,252 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital | ||||||||
Current liabilities |
||||||||
Note payable |
$ | 10,554,375 | $ | | ||||
Fair value of derivative, current |
43,331 | | ||||||
Accounts payable |
205,106 | 526,951 | ||||||
Due to affiliate |
9,357 | | ||||||
Accrued expenses and other liabilities |
262,913 | | ||||||
|
|
|
|
|||||
Total current liabilities |
11,075,082 | 526,951 | ||||||
|
|
|
|
|||||
Fair value of derivative, net of current portion |
16,887 | | ||||||
Note payable |
| 7,733,007 | ||||||
|
|
|
|
|||||
Total liabilities |
11,091,969 | 8,259,958 | ||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Partners capital |
||||||||
General partner |
431 | 501 | ||||||
Limited partners |
4,310,838 | 5,001,793 | ||||||
|
|
|
|
|||||
Total partners capital |
4,311,269 | 5,002,294 | ||||||
|
|
|
|
|||||
Total liabilities and partners capital |
$ | 15,403,238 | $ | 13,262,252 | ||||
|
|
|
|
See accompanying notes to financial statements.
2
MB Hospitality (AUSAP), LP
Statements of Operations
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
Revenues |
$ | 2,416,363 | $ | | ||||
Costs and expenses |
||||||||
Rooms |
475,534 | | ||||||
General and administrative |
460,291 | | ||||||
Advertising and marketing |
73,181 | | ||||||
Repairs and maintenance |
17,103 | | ||||||
Utilities |
58,920 | | ||||||
Property taxes and insurance |
181,878 | | ||||||
Management fee and owners expense |
96,755 | | ||||||
Information and telecommunication systems |
31,412 | | ||||||
Other expenses |
3,665 | | ||||||
|
|
|
|
|||||
Total costs and expenses |
1,398,739 | | ||||||
|
|
|
|
|||||
Operating income |
1,017,624 | | ||||||
|
|
|
|
|||||
Unrealized loss on derivatives |
60,218 | | ||||||
Interest expense |
262,163 | 14,687 | ||||||
Depreciation and amortization |
306,445 | | ||||||
|
|
|
|
|||||
Net income (loss) |
$ | 388,798 | $ | (14,687 | ) | |||
|
|
|
|
See accompanying notes to financial statements.
3
MB Hospitality (AUSAP), LP
Statements of Partners Capital
For the Six Months Ended June 30, 2017 and 2016
General Partner | Limited Partners | Total | ||||||||||
Balance, January 1, 2016 |
$ | 502 | $ | 5,016,479 | $ | 5,016,981 | ||||||
Net loss |
(1 | ) | (14,686 | ) | (14,687 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, June 30, 2016 |
$ | 501 | $ | 5,001,793 | $ | 5,002,294 | ||||||
|
|
|
|
|
|
|||||||
Balance January 1, 2017 |
$ | 472 | $ | 4,721,999 | $ | 4,722,471 | ||||||
Distributions |
(80 | ) | (799,920 | ) | (800,000 | ) | ||||||
Net income |
39 | 388,759 | 388,798 | |||||||||
|
|
|
|
|
|
|||||||
Balance, June 30, 2017 |
$ | 431 | $ | 4,310,838 | $ | 4,311,269 | ||||||
|
|
|
|
|
|
See accompanying notes to financial statements.
4
MB Hospitality (AUSAP), LP
Statements of Cash Flows
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
Cash flows from operating activities |
||||||||
Net income (loss) |
$ | 388,798 | $ | (14,687 | ) | |||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
Depreciation and amortization |
304,570 | | ||||||
Amortization of franchise fees |
1,875 | | ||||||
Amortization of deferred financing costs |
14,687 | 14,687 | ||||||
Unrealized loss on derivative |
60,218 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Reserve and escrow accounts |
(222,221 | ) | | |||||
Accounts receivable |
20,539 | | ||||||
Due from affiliate |
| (39,150 | ) | |||||
Prepaid expenses and other current assets |
(18,276 | ) | | |||||
Accounts payable |
(131,867 | ) | (426,596 | ) | ||||
Due to affiliate |
(24,975 | ) | (31,928 | ) | ||||
Accrued expenses and other liabilities |
205,752 | | ||||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
599,100 | (497,674 | ) | |||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Proceeds from disposals of property and equipment |
7,766 | | ||||||
Purchase of property and equipment |
| (6,226,140 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
7,766 | (6,226,140 | ) | |||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Distribution to partners |
(800,000 | ) | | |||||
Proceeds from note payable |
| 7,268,480 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
(800,000 | ) | 7,268,480 | |||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
(193,134 | ) | 544,666 | |||||
Cash and equivalents at beginning of period |
1,059,059 | | ||||||
|
|
|
|
|||||
Cash and equivalents at end of period |
$ | 865,925 | $ | 544,666 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 247,476 | $ | 153,074 | ||||
|
|
|
|
|||||
Cash paid for taxes |
$ | 7,650 | $ | | ||||
|
|
|
|
See accompanying notes to financial statements.
5
MB Hospitality (AUSAP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies
Description of business
MB Hospitality (AUSAP), LP (the Partnership), a Texas limited partnership, was formed on May 27, 2014. The Partnership was formed to develop, own and operate a hotel in Austin, Texas, consisting of 120 guest rooms and related amenities and facilities. The hotel opened on August 3, 2016.
Organization
The Partnerships ownership structure is comprised of a General Partner with a 0.01% interest and two Limited Partners with 4.99% and 95.00% interests. Profit and losses are allocated proportionally to the partners based on their respective capital percentages. The partnership agreement has a term lasting until December 31, 2064, unless sooner dissolved in accordance with the agreement.
Cash equivalents
For purposes of the statements of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.
Reserve and escrow accounts
The Partnerships reserve and escrow accounts consists of escrow deposits to be used for future improvements to the property and for property tax and insurance payments.
Property and equipment
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method based upon the estimated useful lives of the assets as follows:
Useful Lives | ||||
Building |
39 years | |||
Land improvements |
15 years | |||
Computer software and equipment |
5 years | |||
Furniture, fixtures and equipment |
7 years |
Improvements that extend the life of the asset are capitalized. Maintenance and repairs are charged to expense as incurred.
The Partnership reviews its properties whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through operations. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. The Partnership does not believe that any such changes have occurred and as such there were no impairment losses recorded for the six months ended June 30, 2017 or 2016.
6
MB Hospitality (AUSAP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies (Continued)
Accounts receivable
Accounts receivable consist of unbilled hotel guest charges for guests staying at the hotel at period-end and corporate account customer charges from various times throughout the period. The Partnership estimates an allowance for doubtful accounts based on historical activity, with no allowance deemed necessary as of June 30, 2017 and 2016.
Deferred franchise fees
Deferred franchise fees represent the initial fees to obtain the right to operate the hotel under the System Hotel name. Deferred franchise fees are amortized on a straight-line basis from the date the hotel opened for business through the expiration date of the franchise agreement. Unamortized deferred franchise fees are included in other assets on the accompanying balance sheets.
Deferred financing costs
Deferred financing costs are those costs incurred in connection with obtaining a note payable and is amortized to interest expense, on a straight-line basis, which approximates the interest method, over the term of the note payable. Deferred financing costs are presented as a direct deduction from the carrying value of the associated note payable.
Income taxes
The Partnership is organized as a Texas limited partnership and therefore, income and losses are reported in the tax returns of the partners.
The Partnership recognizes in the financial statements the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority. Should the Partnership be subject to examination by the taxing authority, any adjustments required would be passed through to the partners for their share of such adjustments.
Revenue recognition
Revenues are recognized when services have been performed, generally at the time of the hotel stay or at the point of sale.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $73,181 and $0 for the six months ended June 30, 2017 and 2016, respectively, which is included in advertising and marketing on the accompanying statements of operations.
7
MB Hospitality (AUSAP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - 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. Actual results could differ from those estimates.
Concentrations of credit risk
The Partnership operates one hotel. Future operations could be affected by economic or other conditions in its geographical area or by changes in the travel and tourism industry.
Financial instruments which potentially subject the Partnership to concentrations of credit risk are primarily cash and cash equivalents and trade receivables. The Partnership maintains cash accounts in major U.S. financial institutions. The balances of these accounts occasionally exceed the federally insured limits, although no losses have been incurred in connection with such cash balances. Any losses incurred in connection with accounts receivable are immaterial and considered a normal cost of operations.
Recent accounting pronouncement
In April 2015, the Financial Accounting Standards Board issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt. The new guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The new guidance is effective for financial statements issued in fiscal years beginning after December 15, 2015, and will be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. The Partnerships adoption of this guidance did not have a material impact on the Partnerships financial statements, other than balance sheet reclassifications.
Derivative financial instruments
On December 28, 2016, the Partnership entered into a 4.865% LIBOR interest rate swap agreement. This swap agreement has an initial notional amount of $7,950,000 with a declining balance which expires on December 1, 2019. For the six months ended June 30, 2017, the realized loss from the interest rate swap was $34,565 and is included in interest expense in the accompanying statements of operations. For the six months ended June 30, 2017, the unrealized loss from the interest rate swap was $60,218 and is included in unrealized loss on interest swap derivative on the accompanying statements of operations.
The Partnership has not designated these interest rate derivative contracts as cash flow hedges, and as such, any changes in fair value of these derivatives are recognized currently in earnings. As of June 30, 2017, the fair value of this instrument was a liability of $60,218 and is reflected in the balance sheets as a component of fair value of derivative instruments.
8
MB Hospitality (AUSAP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 2 - Note Payable to Financial Institution
Effective May 19, 2015, the Partnership entered into a promissory note with a financial institution that allows for draws up to $11,750,000 upon certain milestones. The note matures on May 19, 2018 with interest payments due monthly and principal and any accrued but unpaid interest due at maturity. Upon the maturity date of the note, the Partnership has the option to extend the note three separate times for a period of one year increments. The note is secured by the hotel and partners guarantees. Interest accrues at a rate of LIBOR plus 3% per annum. As of June 30, 2017 and 2016, the interest rate was 4.23% and 3.47%, respectively.
For the six months ended June 30, 2016, the Partnership capitalized $77,988 of interest from the note payable related to the construction of the hotel.
In connection with the note payable, the Partnership incurred deferred financing costs of $88,125. The Partnership recorded $14,687 of interest expense related to the deferred financing costs on the note payable for the six months ended June 30, 2017 and 2016.
Long-term debt at June 30, 2017 and 2016 consisted of the following:
2017 | 2016 | |||||||
Note payable to financial institution |
$ | 10,580,169 | $ | 7,788,176 | ||||
Less: unamortized debt financing cost |
(25,794 | ) | (55,169 | ) | ||||
|
|
|
|
|||||
Note payable, less unamortized debt financing cost |
$ | 10,554,375 | $ | 7,733,007 | ||||
|
|
|
|
Note 3 - Related Party Transactions
For the six months ended June 30, 2017 and 2016, the Partnership incurred $36,261 and $0, respectively, in asset management fees, to a related party for hotel management functions. The asset management fee is calculated based on 1.5% of gross revenue. As of June 30, 2017, the Partnership has accounts payable to a related party of $9,357 and as of June 30, 2016, the Partnership has accounts receivable from a related party of $39,150.
Note 4 - Subsequent Events
Subsequent to June 30, 2017, the Partnership received a letter of intent for the purchase of the hotel from a public company. There is a due diligence period of 45 days with closing set to occur 30 days after the due diligence period.
The Partnership has evaluated subsequent events through August 25, 2017, which is the date the financial statements were available to be issued and has determined that there are no other items that require disclosure.
9
Exhibit 99.5
MB Hospitality (EP), LP
Financial Statements
June 30, 2017 and 2016
MB Hospitality (EP), LP
June 30, 2017 and 2016
Table of Contents
Page (s) | ||
Balance Sheets |
2 | |
Statements of Operations |
3 | |
Statements of Partners Capital (Deficit) |
4 | |
Statements of Cash Flows |
5 | |
Notes to Financial Statements |
6-10 |
MB Hospitality (EP), LP
Balance Sheets
June 30, | ||||||||
2017 | 2016 | |||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 303,769 | $ | 942,179 | ||||
Reserve and escrow accounts |
411,512 | 226,198 | ||||||
Accounts receivable |
30,841 | 38,682 | ||||||
Prepaid expenses and other current assets |
16,638 | 7,969 | ||||||
|
|
|
|
|||||
Total current assets |
762,760 | 1,215,028 | ||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Land and land improvements |
2,494,978 | 2,494,978 | ||||||
Buildings and improvements |
7,306,270 | 7,306,270 | ||||||
Furniture, fixtures and equipment |
1,792,550 | 1,783,051 | ||||||
Computer software and equipment |
9,869 | 9,869 | ||||||
|
|
|
|
|||||
11,603,667 | 11,594,168 | |||||||
Less accumulated depreciation |
(1,047,533 | ) | (566,783 | ) | ||||
|
|
|
|
|||||
Total property and equipment, net |
10,556,134 | 11,027,385 | ||||||
|
|
|
|
|||||
Other assets, net of accumulated amortization |
92,710 | | ||||||
|
|
|
|
|||||
Total assets |
$ | 11,411,604 | $ | 12,242,413 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital (Deficit) | ||||||||
Current liabilities |
||||||||
Current maturities of note payable |
$ | 231,600 | $ | 77,200 | ||||
Fair value of derivative, current |
45,822 | | ||||||
Accounts payable |
175,233 | 165,615 | ||||||
Accrued expenses and other liabilities |
236,570 | 193,798 | ||||||
|
|
|
|
|||||
Total current liabilities |
689,225 | 436,613 | ||||||
|
|
|
|
|||||
Fair value of derivative, net of current portion |
17,194 | | ||||||
Note payable, net of current maturities |
11,180,053 | 8,133,727 | ||||||
|
|
|
|
|||||
Total liabilities |
11,886,472 | 8,570,340 | ||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Partners capital (deficit) |
||||||||
General partner |
(48 | ) | 368 | |||||
Limited partners |
(474,820 | ) | 3,671,705 | |||||
|
|
|
|
|||||
Total partners capital (deficit) |
(474,868 | ) | 3,672,073 | |||||
|
|
|
|
|||||
Total liabilities and partners capital |
$ | 11,411,604 | $ | 12,242,413 | ||||
|
|
|
|
See accompanying notes to financial statements.
2
MB Hospitality (EP), LP
Statements of Operations
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
Revenues |
$ | 1,778,101 | $ | 1,891,755 | ||||
Costs and expenses |
||||||||
Rooms |
343,586 | 343,046 | ||||||
General and administrative |
314,256 | 308,057 | ||||||
Advertising and marketing |
52,975 | 54,499 | ||||||
Repairs and maintenance |
11,906 | 9,462 | ||||||
Utilities |
35,851 | 52,353 | ||||||
Property taxes and insurance |
130,743 | 133,587 | ||||||
Management fee and owners expense |
71,385 | 75,645 | ||||||
Information and telecommunication systems |
35,843 | 28,562 | ||||||
Other expenses |
972 | 914 | ||||||
|
|
|
|
|||||
Total costs and expenses |
997,517 | 1,006,125 | ||||||
|
|
|
|
|||||
Operating income |
780,584 | 885,630 | ||||||
|
|
|
|
|||||
Unrealized loss on interest swap derivative |
63,016 | | ||||||
Interest expense |
278,046 | 157,275 | ||||||
Depreciation |
237,843 | 242,907 | ||||||
|
|
|
|
|||||
Net income |
$ | 201,679 | $ | 485,448 | ||||
|
|
|
|
See accompanying notes to financial statements.
3
MB Hospitality (EP), LP
Statements of Partners Capital (Deficit)
For the Six Months Ended June 30, 2017 and 2016
General Partner | Limited Partners | Total | ||||||||||
Balance, January 1, 2016 |
$ | 394 | $ | 3,936,231 | $ | 3,936,625 | ||||||
Distribution |
(75 | ) | (749,925 | ) | (750,000 | ) | ||||||
Net income |
49 | 485,399 | 485,448 | |||||||||
|
|
|
|
|
|
|||||||
Balance, June 30, 2016 |
$ | 368 | $ | 3,671,705 | $ | 3,672,073 | ||||||
|
|
|
|
|
|
|||||||
Balance, January 1, 2017 |
$ | 307 | $ | 3,072,541 | $ | 3,072,848 | ||||||
Distribution |
(375 | ) | (3,749,020 | ) | (3,749,395 | ) | ||||||
Net income |
20 | 201,659 | 201,679 | |||||||||
|
|
|
|
|
|
|||||||
Balance, June 30, 2017 |
$ | (48 | ) | $ | (474,820 | ) | $ | (474,868 | ) | |||
|
|
|
|
|
|
See accompanying notes to financial statements.
4
MB Hospitality (EP), LP
Statements of Cash Flows
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 201,679 | $ | 485,448 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
237,843 | 242,907 | ||||||
Amortization of deferred financing costs |
11,494 | 11,494 | ||||||
Unrealized loss on derivative |
63,016 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Reserve and escrow accounts |
(6,014 | ) | (21,998 | ) | ||||
Accounts receivable |
1,638 | (11,105 | ) | |||||
Prepaid expenses and other current assets |
9,632 | 19,978 | ||||||
Other assets |
(92,710 | ) | | |||||
Accounts payable |
(54,720 | ) | 27,660 | |||||
Accrued expenses and other liabilities |
(120,844 | ) | (46,924 | ) | ||||
|
|
|
|
|||||
Net cash provided by operating activities |
251,014 | 707,460 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(8,343 | ) | (1,563 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(8,343 | ) | (1,563 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Distribution to partners |
(3,749,395 | ) | (750,000 | ) | ||||
Proceeds from note payable |
3,166,244 | | ||||||
|
|
|
|
|||||
Net cash used in financing activities |
(583,151 | ) | (750,000 | ) | ||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
(340,480 | ) | (44,103 | ) | ||||
Cash and equivalents at beginning of period |
644,249 | 986,282 | ||||||
|
|
|
|
|||||
Cash and equivalents at end of period |
$ | 303,769 | $ | 942,179 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 279,250 | $ | 145,781 | ||||
|
|
|
|
|||||
Cash paid for taxes |
$ | 20,000 | $ | | ||||
|
|
|
|
See accompanying notes to financial statements.
5
MB Hospitality (EP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies
Description of business
MB Hospitality (EP), LP (the Partnership), a Texas limited partnership, was formed on May 27, 2014. The Partnership was formed to develop, own and operate a hotel in El Paso, Texas, consisting of 124 guest rooms and related amenities and facilities. The hotel opened on May 1, 2015.
Organization
The Partnerships ownership structure is comprised of a General Partner with a 0.01% interest and two Limited Partners with 4.99% and 95.00% interests. Profit and losses are allocated proportionally to the partners based on their respective capital percentages. The partnership agreement has a term lasting until December 31, 2064, unless sooner dissolved in accordance with the agreement.
Cash equivalents
For purposes of the statements of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.
Reserve and escrow accounts
The Partnerships reserve and escrow accounts consists of escrow deposits to be used for future improvements to the property and for property tax and insurance payments.
Property and equipment
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method based upon the estimated useful lives of the assets as follows:
Useful Lives | ||
Land improvements |
15 years | |
Building |
39 years | |
Building improvements |
27.5 years | |
Computer software and equipment |
5 years |
Improvements that extend the life of the asset are capitalized. Maintenance and repairs are charged to expense as incurred.
The Partnership reviews its properties whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through operations. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. The Partnership does not believe that any such changes have occurred and as such there were no impairment losses recorded in 2017 or 2016.
6
MB Hospitality (EP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies (Continued)
Accounts receivable
Accounts receivable consist of unbilled hotel guest charges for guests staying at the hotel at period-end and corporate account customer charges from various times throughout the period. The Partnership estimates an allowance for doubtful accounts based on historical activity, with no allowance deemed necessary as of June 30, 2017 and 2016.
Deferred financing costs
Deferred financing costs are those costs incurred in connection with obtaining a note payable and is amortized to interest expense, on a straight-line basis, which approximates the interest method, over the term of the note payable. Deferred financing costs are presented as a direct deduction from the carrying value of the associated note payable.
Income taxes
The Partnership is organized as a Texas limited partnership and therefore, income and losses are reported in the tax returns of the partners.
The Partnership recognizes in the financial statements the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority. Should the Partnership be subject to examination by the taxing authority, any adjustments required would be passed through to the partners for their share of such adjustments.
Revenue recognition
Revenues are recognized when services have been performed, generally at the time of the hotel stay or at the point of sale.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $52,975 and $54,499 for the six months ended June 30, 2017 and 2016, respectively, which is included in advertising and marketing on the accompanying statements of operations.
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. Actual results could differ from those estimates.
7
MB Hospitality (EP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies (Continued)
Concentrations of credit risk
The Partnership operates one hotel. Future operations could be affected by economic or other conditions in its geographical area or by changes in the travel and tourism industry.
Financial instruments which potentially subject the Partnership to concentrations of credit risk are primarily cash and cash equivalents and trade receivables. The Partnership maintains cash accounts in major U.S. financial institutions. The balances of these accounts occasionally exceed the federally insured limits, although no losses have been incurred in connection with such cash balances. Any losses incurred in connection with accounts receivable are immaterial and considered a normal cost of operations.
Derivative financial instruments
On December 28, 2016, the Partnership entered into one 4.86% LIBOR interest rate swap agreement. This swap agreement has an initial notional amount of $8,625,000 with a declining balance which matures on December 1, 2019. For the six months ended June 30, 2017, the realized loss from the interest rate swap was $37,201 and is included in interest expense in the accompanying statements of operations. For the six months ended June 30, 2017, the unrealized loss from the interest rate swap was $63,016 and is included in unrealized loss on interest swap derivative on the accompanying statements of operations.
The Partnership has not designated these interest rate derivative contracts as cash flow hedges, and as such, any changes in fair value of these derivatives are recognized currently in earnings. As of June 30, 2017, the fair value of this instrument was a liability of $63,016 and is reflected in the balance sheets as a component of fair value of derivative instruments.
Recent accounting pronouncement
In April 2015, the Financial Accounting Standards Board issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt. The new guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The new guidance is effective for financial statements issued in fiscal years beginning after December 15, 2015, and will be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. The Partnerships adoption of this guidance did not have a material impact on the Partnerships financial statements, other than balance sheet reclassifications.
8
MB Hospitality (EP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 2 - Note Payable to Financial Institution
Effective June 27, 2014, the Partnership entered into a promissory note agreement with a financial institution that allows for draws up to $9,195,000 upon certain milestones. The original maturity date of the note was on June 27, 2017 with interest payments due monthly and principal and any accrued but unpaid interest due at maturity. On February 10, 2017, the note was amended to allow for draws up to $11,500,000 and the maturity date was extended to March 10, 2022. Principal payments are due in monthly installments of $19,300 beginning on March 1, 2017 with the final lump-sum payment due at maturity. The amended note agreement also requires the Partnership to be in compliance with certain financial covenants. The note is secured by the hotel and partners guarantees. Interest accrues at a rate of LIBOR plus 3% per annum. As of June 30, 2017 and 2016, the interest rate was 4.23% and 3.47%, respectively.
In connection with the note payable, the Partnership incurred deferred financing costs of $68,963. For deferred financing costs recorded within each of the six months ended June 30, 2017 and 2016, the Partnership recorded $11,494 of interest expense related to the note payable.
Long-term debt at June 30, 2017 and 2016 consisted of the following:
2017 | 2016 | |||||||
Note payable to financial institution |
$ | 11,422,800 | $ | 8,245,062 | ||||
Less: unamortized debt financing cost |
(11,147 | ) | (34,135 | ) | ||||
|
|
|
|
|||||
Long-term debt, less unamortized debt financing cost |
11,411,653 | 8,210,927 | ||||||
Less: current maturities |
(231,600 | ) | (77,200 | ) | ||||
|
|
|
|
|||||
Long-term debt, less current maturities |
$ | 11,180,053 | $ | 8,133,727 | ||||
|
|
|
|
The following is a schedule by year of maturities of the long-term note payable at June 30, 2017:
Year Ended June 30, |
||||
2018 |
$ | 231,600 | ||
2019 |
231,600 | |||
2020 |
231,600 | |||
2021 |
231,600 | |||
2022 |
231,600 | |||
Thereafter |
10,264,800 | |||
|
|
|||
Total |
$ | 11,422,800 | ||
|
|
9
MB Hospitality (EP), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 3 - Related Party Transactions
For the six months ended June 30, 2017 and 2016, the Partnership incurred $26,728 and $28,351, respectively, in asset management fees, to a related party for hotel management functions. The asset management fee is calculated based on 1.5% of gross revenue.
Note 4 - Subsequent Events
Subsequent to June 30, 2017, the Partnership received a letter of intent for the purchase of the hotel from a public company. There is a due diligence period of 45 days with closing set to occur 30 days after the due diligence period.
The Partnership has evaluated subsequent events as of August 25, 2017, which is the date the financial statements were available to be issued and has determined that there are no other items that require disclosure.
10
Exhibit 99.6
MB Hospitality (AUSN), LP
Financial Statements
June 30, 2017 and 2016
MB Hospitality (AUSN), LP
June 30, 2017 and 2016
Table of Contents
Page(s) | ||
Balance Sheets |
2 | |
Statements of Operations |
3 | |
Statements of Partners Capital |
4 | |
Statements of Cash Flows |
5 | |
Notes to Financial Statements |
6-8 |
MB Hospitality (AUSN), LP
Balance Sheets
June 30, | ||||||||
2017 | 2016 | |||||||
Assets | ||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 589,605 | $ | 66,241 | ||||
Reserve and escrow accounts |
331,397 | | ||||||
Due from affiliate |
5,301 | | ||||||
Prepaid expenses and other current assets |
209,886 | | ||||||
|
|
|
|
|||||
Total current assets |
1,136,189 | 66,241 | ||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Land and land improvements |
1,446,162 | 1,446,162 | ||||||
Buildings and improvements |
9,965,976 | | ||||||
Furniture, fixtures and equipment |
1,923,181 | | ||||||
Computer software and equipment |
1,080 | | ||||||
Construction in progress |
| 5,495,512 | ||||||
|
|
|
|
|||||
13,336,399 | 6,941,674 | |||||||
Less accumulated depreciation |
(276,607 | ) | | |||||
|
|
|
|
|||||
Total property and equipment, net |
13,059,792 | 6,941,674 | ||||||
|
|
|
|
|||||
Other assets, net of accumulate amortization |
151,027 | 204,606 | ||||||
|
|
|
|
|||||
Total assets |
$ | 14,347,008 | $ | 7,212,521 | ||||
|
|
|
|
|||||
Liabilities and Partners Capital | ||||||||
Current liabilities |
||||||||
Accounts payable |
$ | 24,964 | $ | 1,008,303 | ||||
Accrued expenses and other liabilities |
313,280 | | ||||||
|
|
|
|
|||||
Total current liabilities |
338,244 | 1,008,303 | ||||||
|
|
|
|
|||||
Line of credit |
10,107,233 | 1,838,229 | ||||||
|
|
|
|
|||||
Total liabilities |
10,445,477 | 2,846,532 | ||||||
|
|
|
|
|||||
Commitments and contingencies |
||||||||
Partners capital |
||||||||
General partner |
390 | 437 | ||||||
Limited partners |
3,901,141 | 4,365,552 | ||||||
|
|
|
|
|||||
Total partners capital |
3,901,531 | 4,365,989 | ||||||
|
|
|
|
|||||
Total liabilities and partners capital |
$ | 14,347,008 | $ | 7,212,521 | ||||
|
|
|
|
See accompanying notes to financial statements.
2
MB Hospitality (AUSN), LP
Statements of Operations
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
Revenues |
$ | 1,514,499 | $ | | ||||
Costs and expenses |
||||||||
Rooms |
362,477 | | ||||||
General and administrative |
371,205 | | ||||||
Advertising and marketing |
37,346 | | ||||||
Repairs and maintenance |
20,207 | | ||||||
Utilities |
63,523 | | ||||||
Property taxes and insurance |
125,773 | | ||||||
Management fee and owners expense |
60,552 | | ||||||
Information and telecommunication systems |
29,460 | | ||||||
Other expenses |
2,217 | | ||||||
|
|
|
|
|||||
Total costs and expenses |
1,072,760 | | ||||||
|
|
|
|
|||||
Operating income |
441,739 | | ||||||
|
|
|
|
|||||
Interest expense |
201,880 | 33,130 | ||||||
Depreciation and amortization |
276,607 | | ||||||
|
|
|
|
|||||
Net loss |
$ | (36,748 | ) | $ | (33,130 | ) | ||
|
|
|
|
See accompanying notes to financial statements.
3
MB Hospitality (AUSN), LP
Statements of Partners Capital
For the Six Months Ended June 30, 2017 and 2016
General Partner | Limited Partners | Total | ||||||||||
Balance, January 1, 2016 |
$ | 440 | $ | 4,398,679 | $ | 4,399,119 | ||||||
Net loss |
(3 | ) | (33,127 | ) | (33,130 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, June 30, 2016 |
$ | 437 | $ | 4,365,552 | $ | 4,365,989 | ||||||
|
|
|
|
|
|
|||||||
Balance January 1, 2017 |
$ | 419 | $ | 4,187,860 | $ | 4,188,279 | ||||||
Distribution |
(25 | ) | (249,975 | ) | (250,000 | ) | ||||||
Net loss |
(4 | ) | (36,744 | ) | (36,748 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance, June 30, 2017 |
$ | 390 | $ | 3,901,141 | $ | 3,901,531 | ||||||
|
|
|
|
|
|
See accompanying notes to financial statements.
4
MB Hospitality (AUSN), LP
Statements of Cash Flows
Six Months Ended June 30, | ||||||||
2017 | 2016 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (36,748 | ) | $ | (33,130 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
Depreciation |
276,607 | | ||||||
Amortization of deferred financing costs |
33,130 | 33,130 | ||||||
Amortization of franchise fees |
1,250 | | ||||||
Changes in operating assets and liabilities: |
||||||||
Reserve and escrow accounts |
(331,397 | ) | | |||||
Accounts receivable |
(5,301 | ) | | |||||
Prepaid expenses and other current assets |
(156,105 | ) | | |||||
Accounts payable |
(316,025 | ) | 779,561 | |||||
Due to affiliate |
(142,176 | ) | (13,513 | ) | ||||
Accrued expenses and other liabilities |
313,119 | | ||||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
(363,646 | ) | 766,048 | |||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(928,456 | ) | (4,776,480 | ) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
(928,456 | ) | (4,776,480 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Distribution to partners |
(250,000 | ) | | |||||
Proceeds from line of credit |
1,472,210 | 1,837,229 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
1,222,210 | 1,837,229 | ||||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
(69,892 | ) | (2,173,203 | ) | ||||
Cash and equivalents at beginning of period |
659,497 | 2,239,444 | ||||||
|
|
|
|
|||||
Cash and equivalents at end of period |
$ | 589,605 | $ | 66,241 | ||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 168,750 | $ | 8,192 | ||||
|
|
|
|
See accompanying notes to financial statements.
5
MB Hospitality (AUSN), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies
Description of business
MB Hospitality (AUSN), LP (the Partnership), a Texas limited partnership, was formed on January 22, 2015. The Partnership was formed to develop, own and operate a hotel in Austin, Texas consisting of 122 guest rooms and related amenities and facilities. The hotel opened on January 3, 2017.
Organization
The Partnerships ownership structure is comprised of a General Partner with a 0.01% interest and two Limited Partners with 4.99% and 95.00% interests. Profit and losses are allocated proportionally to the partners based on their respective capital percentages. The partnership agreement has a term lasting until December 31, 2065, unless sooner dissolved in accordance with the agreement.
Cash equivalents
For purposes of the statements of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.
Reserve and escrow accounts
The Partnerships reserve and escrow accounts consists of escrow deposits to be used for future improvements to the property and for property and insurance tax payments.
Property and equipment
Property and equipment are stated at cost. Depreciation is calculated on the straight-line method based upon the estimated useful lives of the assets as follows:
Useful Lives |
||
Building improvements | 27.5 years | |
Building | 39 years | |
Computer software and equipment | 5 years | |
Furniture, fixtures and equipment | 7 years | |
Land improvements | 15 years |
Improvements that extend the life of the asset are capitalized. Maintenance and repairs are charged to expense as incurred.
The Partnership reviews its properties whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through operations. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value. The Partnership does not believe that any such changes have occurred and as such there were no impairment losses recorded in 2017 or 2016.
6
MB Hospitality (AUSN), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies (Continued)
Accounts receivable
Accounts receivable consist of unbilled hotel guest charges for guests staying at the hotel at period-end and corporate account customer charges from various times throughout the year. The Partnership estimates an allowance for doubtful accounts based on historical activity, with no allowance deemed necessary as of June 30, 2017 and 2016.
Other assets
Other assets include deferred franchise fees. Deferred franchise fees represent the initial fees to obtain the right to operate the hotel under the System Hotel name. Deferred franchise fees are amortized on a straight-line basis from the date the hotel opened for business through the expiration date of the franchise agreement.
Deferred financing costs
Deferred financing costs are incurred in connection with the issuance of long-term debt, and are capitalized and amortized using the straight-line method, which approximates the interest method, over the expected terms of the related debt agreements.
Income taxes
The Partnership is organized as a Texas limited partnership and therefore, income and losses are reported in the tax returns of the partners.
The Partnership recognizes in the financial statements the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority. Should the Partnership be subject to examination by the taxing authority, any adjustments required would be passed through to the partners for their share of such adjustments.
Revenue recognition
Revenues are recognized when services have been performed, generally at the time of the hotel stay or at the point of sale.
Advertising
Advertising costs are expensed as incurred. Advertising expense was $37,346 and $0, for the six months ended June 30, 2017 and 2016, respectively, which is included in advertising and marketing on the accompanying statements of operations.
Concentrations of credit risk
The Partnership operates one hotel. Future operations could be affected by economic or other conditions in its geographical area or by changes in the travel and tourism industry.
7
MB Hospitality (AUSN), LP
Notes to Financial Statements
June 30, 2017 and 2016
Note 1 - Summary of Significant Accounting Policies (Continued)
Concentrations of credit risk (continued)
Financial instruments which potentially subject the Partnership to concentrations of credit risk are primarily cash and cash equivalents. The Partnership maintains cash accounts in major U.S. financial institutions. The balances of these accounts occasionally exceed the federally insured limits, although no losses have been incurred in connection with such cash balances.
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. Actual results could differ from those estimates.
Note 2 - Credit Facility
Effective November 18, 2015, the Partnership entered into a credit facility with a financial institution that allows for draws up to $10,290,000. Interest is due monthly with the outstanding principal balance and any accrued but unpaid interest due at maturity on November 18, 2018. The credit facility is secured by the hotel and partners guarantees. Interest accrues at a rate of LIBOR plus 3% per annum. As of June 30, 2017 and 2016, the interest rate was 4.23% and 3.47%, respectively.
For the six month ended June 30, 2016, the Partnership capitalized $8,192 of interest from the credit facility related to the construction of the hotel.
In connection with the credit facility, the Partnership incurred deferred financing costs of $198,779. The Partnership recorded $33,130 of interest expense related to the deferred financing costs of the credit facility for the six months ended June 30, 2017 and 2016. The unamortized debt financing cost was $88,346 and $154,606 at June 30, 2017 and 2016, respectively.
Note 3 - Related Party Transactions
For the six months ended June 30, 2017 and 2016, the Partnership incurred $22,690 and $0, respectively, in asset management fees, to a related party for hotel management functions. The management fee is calculated based on 1.5% of gross revenue.
Note 4 - Subsequent Events
Subsequent to June 30, 2017, the Partnership received a letter of intent for the purchase of the hotel from a public company. There is a due diligence period of 45 days with closing set to occur 30 days after the due diligence period.
The Partnership has evaluated for subsequent events through August 25, 2017, which is the date the financial statements were available to be issued and has determined that there are no other items that require disclosure.
8
Exhibit 99.7
CONDOR HOSPITALITY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited pro forma consolidated financial statements apply pro forma adjustments to our historical consolidated financial statements to give effect to (a) our acquisition of four Home2 Suites hotels in 2017, consisting of (i) the 105-room Home2 Suites Memphis/Southaven hotel in Southaven, MS on April 14, 2017, (ii) the 91-room Home2 Suites Austin/Round Rock hotel in Round Rock, TX on March 24, 2017, (iii) the 103-room Home2 Suites Lexington University/Medical Center hotel in Lexington, KY on March 24, 2017, and (iv) the 132-room Home2 Suites Tallahassee State Capitol hotel in Tallahassee, FL on March 24, 2017, and (b) our planned acquisition of three hotels in Texas (the Texas Portfolio) pursuant to a purchase agreement dated July 17, 2017, consisting of (i) the 124-room Fairfield Inn & Suites El Paso Airport in El Paso, TX, (ii) the 122-room TownePlace Suites Austin North Tech Ridge in Austin, TX, and (iii) the 120-room Residence Inn Austin Airport in Austin, TX.
The closing of the planned acquisition of the Texas Portfolio is subject to customary closing conditions including accuracy of representations and warranties and compliance with covenants and obligations. The closings of the El Paso and Austin Airport properties are expected to occur in the late third quarter of 2017 while the closing of the Austin North Tech Ridge property is expected to occur in the first quarter of 2018. However, there can be no guarantee that these transactions will close. The total purchase price allocated to these planned acquisitions is based on preliminary estimates and is subject to change.
The unaudited pro forma consolidated balance sheet as of June 30, 2017 assumes that the hotels in the Texas Portfolio were acquired on June 30, 2017. No adjustment was made for the Home2 Suites acquisitions that occurred prior to June 30, 2017 as they are already reflected in the consolidated balance sheet as of that date. The unaudited pro forma consolidated statements of operations for the six months ended June 30, 2017 and the year ended December 31, 2016 give effect to all of the transactions referred to above as if they had occurred on January 1, 2016.
On March 15, 2017, we effected a 1-for-6.5 reverse stock split of our common stock. All share and per share data for common stock herein reflects this reverse stock split.
These unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of what our actual consolidated financial position or results of operations would have been had the transactions occurred on the dates indicated, or of future results of operations or financial condition, and should not be viewed as indicative of future results of operations or financial condition. In the opinion of management, all adjustments necessary to reflect the effects of the transactions discussed above have been made.
These unaudited pro forma consolidated financial statements should be read in conjunction with, and are qualified in their entirety by, our historical consolidated financial statements and the related notes thereto, which appear in our Pre-Effective Amendment No. 2 to Registration Statement on Form S-11/A (333-213080) filed with the Securities and Exchange Commission (SEC) on March 20, 2017, and the Quarterly Report on Form 10-Q as of and for the three and six months ended June 30, 2017, filed with the SEC on August 8, 2017, as well as the Companys Current Reports on Form 8-K and 8-K/A related to these acquisitions filed with the SEC on March 30, 2017, April 19, 2017, and July 19, 2017, as well as this Form 8-K/A, the notes to the unaudited pro forma consolidated financial statements included in this Form 8-K/A, and the historical financial statements and related notes of the acquired hotels included as Exhibits to this filing as well as Exhibits to the Form 8-K/A filed with the SEC on April 19, 2017.
Condor Hospitality Trust, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
June 30, 2017
(In thousands, except share amounts and per share data)
[A] | [B] | |||||||||||
Historical
Condor |
Texas
Portfolio Acquisitions |
Pro Forma
Condor |
||||||||||
Assets |
||||||||||||
Investments in hotel properties, net |
$ | 187,737 | 59,975 | $ | 247,712 | |||||||
Investment in unconsolidated joint venture |
8,772 | | 8,772 | |||||||||
Cash and cash equivalents |
5,930 | (375 | ) | 5,555 | ||||||||
Restricted cash, property escrows |
4,542 | | 4,542 | |||||||||
Accounts receivable, net of allowance for doubtful accounts of $25 |
1,727 | | 1,727 | |||||||||
Prepaid expenses and other assets |
1,614 | | 1,614 | |||||||||
Derivative assets, at fair value |
339 | | 339 | |||||||||
Investment in hotel properties held for sale, net |
3,800 | | 3,800 | |||||||||
|
|
|
|
|
|
|||||||
Total Assets |
$ | 214,461 | 59,600 | $ | 274,061 | |||||||
|
|
|
|
|
|
|||||||
Liabilities and Equity |
||||||||||||
Liabilities |
||||||||||||
Accounts payable, accrued expenses, and other liabilities |
$ | 6,882 | | $ | 6,882 | |||||||
Dividends payable |
2,267 | | 2,267 | |||||||||
Convertible debt, at fair value |
1,050 | | 1,050 | |||||||||
Long-term debt, net of deferred financing costs |
90,176 | 59,450 | 149,626 | |||||||||
Long-term debt related to hotel properties held for sale, net of deferred financing costs |
421 | | 421 | |||||||||
|
|
|
|
|
|
|||||||
Total Liabilities |
100,796 | 59,450 | 160,246 | |||||||||
|
|
|
|
|
|
|||||||
Equity |
||||||||||||
Shareholders equity |
||||||||||||
Preferred stock, 40,000,000 shares authorized: |
||||||||||||
6.25% Series E, 925,000 shares authorized, $0.01 par value, 925,000 shares outstanding, liquidation preference of $9,250 |
10,050 | | 10,050 | |||||||||
Common stock, $.01 par value, 200,000,000 shares authorized; 11,628,139 shares outstanding |
116 | | 116 | |||||||||
Additional paid-in capital |
228,069 | | 228,069 | |||||||||
Accumulated deficit |
(125,843 | ) | | (125,843 | ) | |||||||
|
|
|
|
|
|
|||||||
Total Shareholders Equity |
112,392 | | 112,392 | |||||||||
Noncontrolling interest in consolidated partnership, redemption value $786 (actual), $939 (as adjusted) |
1,273 | 150 | 1,423 | |||||||||
|
|
|
|
|
|
|||||||
Total Equity |
113,665 | 150 | 113,815 | |||||||||
|
|
|
|
|
|
|||||||
Total Liabilities and Equity |
$ | 214,461 | 59,600 | $ | 274,061 | |||||||
|
|
|
|
|
|
See accompanying notes and managements assumptions to unaudited pro forma consolidated financial statements.
NOTES AND MANAGEMENT ASSUMPTIONS TO UNAUDITED
PRO FORMA CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS AND PER SHARE DATA)
[A] Represents Condor Hospitality Trust, Inc.s (the Companys) unaudited consolidated balance sheet as of June 30, 2017 in our Quarterly Report on Form 10-Q as filed with the SEC on August 8, 2017.
[B] Represents the acquisition of the three hotels included in the Texas Portfolio as discussed above as if they had occurred on June 30, 2017. The combined contracted purchase price for the hotels is $59,600 plus initial franchise fees estimated at $375.
These acquisitions will be recorded under the purchase method of accounting. The total consideration being paid to the seller of these hotels will be allocated to the hotel assets acquired at their fair value on the date of acquisition in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations . The allocation of fair value detailed in the table below is based on the Companys preliminary estimates and is subject to change based on the final determination of the fair value of assets acquired.
Acquired Assets |
||||
Land |
$ | 4,998 | ||
Building and improvements |
49,265 | |||
Site improvements |
1,736 | |||
Furniture and equipment |
3,601 | |||
Initial franchise fees |
375 | |||
|
|
|||
Contractual Purchase Price plus Franchise Fees Paid |
$ | 59,975 | ||
|
|
The Company expects that the Texas Portfolio acquisitions will be primarily financed with borrowings totaling $59,450 under the Companys existing senior secured credit facility. The acquisitions will also be partially financed with the issuance of $150 in value of common units in the Companys partnership, Condor Hospitality Limited Partnership (CHLP) with the initial franchise fees paid in cash.
The Companys senior secured credit facility (the credit facility) is dated March 1, 2017 and was entered into with KeyBank National Association, as administrative agent and lender, KeyBanc Capital Markets Inc. and The Huntington National Bank, as joint lead arrangers, and other lenders and agents party thereto. The facility is guaranteed by the Company and its material subsidiaries that do not have stand-alone financing. Borrowings bear interest based on a leverage-based pricing grid, at the Companys option, at either LIBOR plus a spread ranging from 2.25% to 3.00% (depending on leverage) or a base rate plus a spread ranging from 1.25% to 2.00% (depending on leverage). The facility matures on March 1, 2020 and has two one-year extension options subject to certain conditions, including the completion of specific capital achievements. The facility contains customary representations and warranties, covenants and events of default. An interest rate of 3.7%, the current rate on the credit facility as of June 30, 2017, was utilized for the purpose of these pro forma financials in relation to the Texas Portfolio acquisitions.
Condor Hospitality Trust, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
For the Six Months Ended June 30, 2017
(In thousands, except per share amounts)
[AA] | [BB] | [CC] | ||||||||||||||
Historical
Condor |
Home2 Suites
Acquisitions |
Texas Portfolio
Acquisitions |
Pro Forma
Condor |
|||||||||||||
Revenue |
||||||||||||||||
Room rentals and other hotel services |
$ | 24,613 | 3,612 | 5,709 | $ | 33,934 | ||||||||||
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|
|
|
|
|
|
|||||||||
Operating Expenses |
||||||||||||||||
Hotel and property operations |
16,837 | 2,035 | 3,410 | 22,282 | ||||||||||||
Depreciation and amortization |
2,820 | 736 | 1,006 | 4,562 | ||||||||||||
General and administrative |
3,003 | | | 3,003 | ||||||||||||
Acquisition and terminated transactions |
717 | | | 717 | ||||||||||||
Terminated equity transactions |
343 | | | 343 | ||||||||||||
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|
|
|
|
|
|
|||||||||
Total operating expenses |
23,720 | 2,771 | 4,416 | 30,907 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
Operating income |
893 | 841 | 1,293 | 3,027 | ||||||||||||
Net gain on disposition of assets |
4,849 | | | 4,849 | ||||||||||||
Equity in earnings of joint venture |
136 | | | 136 | ||||||||||||
Net gain on derivatives and convertible debt |
402 | | | 402 | ||||||||||||
Other expenses, net |
(40 | ) | | | (40 | ) | ||||||||||
Interest expense |
(2,063 | ) | (713 | ) | (1,090 | ) | (3,866 | ) | ||||||||
Loss on debt extinguishment |
(800 | ) | | | (800 | ) | ||||||||||
Impairment loss |
(750 | ) | | | (750 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings from continuing operations before income taxes |
2,627 | 128 | 203 | 2,958 | ||||||||||||
Income tax expense |
(35 | ) | | | (35 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings from continuing operations |
2,592 | 128 | 203 | 2,923 | ||||||||||||
Earnings from continuing operations attributible to noncontrolling interests |
(17 | ) | (17 | ) | (26 | ) | (60 | ) | ||||||||
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|
|
|
|
|
|
|
|||||||||
Net earnings from continuing operations attributable to controlling interest |
2,575 | 111 | 177 | 2,863 | ||||||||||||
Dividends declared and undeclared and in kind dividends deemed on preferred stock |
(11,874 | ) | | | (11,874 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings (loss) from continuing operations attributable to common shareholders |
$ | (9,299 | ) | 111 | 177 | $ | (9,011 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings per share |
||||||||||||||||
Continuing operations - Basic |
$ | (1.28 | ) | $ | (1.24 | ) | ||||||||||
Continuing operations - Diluted |
$ | (1.28 | ) | $ | (1.24 | ) |
See accompanying notes and managements assumptions to unaudited pro forma consolidated financial statements.
Condor Hospitality Trust, Inc. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2016
(In thousands, except per share amounts)
[AA] | [BB] | [CC] | ||||||||||||||
Historical
Condor |
Home2 Suites
Acquisitions |
Texas Portfolio
Acquisitions |
Pro Forma
Condor |
|||||||||||||
Revenue |
||||||||||||||||
Room rentals and other hotel services |
$ | 50,647 | 15,364 | 5,226 | $ | 71,237 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Expenses |
||||||||||||||||
Hotel and property operations |
37,092 | 8,555 | 3,607 | 49,254 | ||||||||||||
Depreciation and amortization |
5,190 | 3,037 | 901 | 9,128 | ||||||||||||
General and administrative |
5,792 | | | 5,792 | ||||||||||||
Acquisition and terminated transactions |
550 | | | 550 | ||||||||||||
Terminated equity transactions |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
48,624 | 11,592 | 4,508 | 64,724 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
2,023 | 3,772 | 718 | 6,513 | ||||||||||||
Net gain on disposition of assets |
23,132 | | | 23,132 | ||||||||||||
Equity in loss of joint venture |
(244 | ) | | | (244 | ) | ||||||||||
Net gain on derivatives and convertible debt |
6,377 | | | 6,377 | ||||||||||||
Other income, net |
55 | | | 55 | ||||||||||||
Interest expense |
(4,710 | ) | (3,061 | ) | (923 | ) | (8,694 | ) | ||||||||
Loss on debt extinguishment |
(2,187 | ) | | | (2,187 | ) | ||||||||||
Impairment loss |
(1,477 | ) | | | (1,477 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings (loss) from continuing operations before income taxes |
22,969 | 711 | (205 | ) | 23,475 | |||||||||||
Income tax expense |
(125 | ) | | | (125 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings (loss) from continuing operations |
22,844 | 711 | (205 | ) | 23,350 | |||||||||||
Loss (earnings) from continuing operations attributible to noncontrolling interests |
(706 | ) | (575 | ) | 165 | (1,116 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings (loss) from continuing operations attributable to controlling interest |
22,138 | 136 | (40 | ) | 22,234 | |||||||||||
Dividends declared and undeclared and in kind dividends deemed on preferred stock |
(20,748 | ) | | | (20,748 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net earnings (loss) from continuing operations attributable to common shareholders |
$ | 1,390 | 136 | (40 | ) | $ | 1,486 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings per share |
||||||||||||||||
Continuing operations - Basic |
$ | 1.82 | $ | 1.95 | ||||||||||||
Continuing operations - Diluted |
$ | 0.78 | $ | 0.83 |
See accompanying notes and managements assumptions to unaudited pro forma consolidated financial statements.
NOTES AND MANAGEMENT ASSUMPTIONS TO UNAUDITED
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS AND PER SHARE DATA)
[AA] Represents the Companys unaudited consolidated statement of operations for the six months ended June 30, 2017 in our Quarterly Report on Form 10-Q as filed with the SEC on August 8, 2017 and the consolidated statement of operations for the year ended December 31, 2016 in our Pre-Effective Amendment No. 2 to Registration Statement on Form S-11/A (333-213080) filed with the SEC on March 20, 2017.
[BB] Represents the operations of the four Home2 Suites hotel acquisitions giving effect to the acquisitions as if they had occurred on January 1, 2016. The combined purchase price for the hotels was $73,750 plus initial franchise fees of $600.
Revenues and hotel and property operations expenses are based on historical financial statements for the hotels for the respective periods after adjusting those numbers for specific verifiable and continuing changes in operating expenses (differences in management fees charged to the hotels historically and the post-acquisition contracts entered into by the Company) as well as pro forma adjustments to depreciation and interest expense. These four hotels were in operation for the entirety of all periods presented.
Pro forma depreciation and amortization is based on the post-acquisition depreciable basis of the investment in hotel properties per the final purchase accounting performed for the acquisitions with asset lives of 40 years for buildings and improvements, 5 to 18 years for site improvements, 5 years for furniture and equipment, and the remaining term of the franchise agreement for franchise fees. These acquisitions were recorded under the purchase method of accounting. The total consideration being paid to the seller of these hotels was allocated to the hotel assets acquired at their fair value on the date of acquisition in accordance with FASB ASC 805, Business Combinations as detailed in the table below:
Acquired Assets |
||||
Land |
$ | 4,822 | ||
Building and improvements |
61,650 | |||
Site improvements |
1,920 | |||
Furniture and equipment |
5,260 | |||
Franchise fees |
600 | |||
|
|
|||
Total investment in hotel properties |
74,252 | |||
Intangible asset - franchise fees |
98 | |||
|
|
|||
Contractual Purchase Price plus Franchise Fees Paid |
$ | 74,350 | ||
|
|
The Home2 Suites portfolio acquisition was partially financed with borrowings under the credit facility totaling $54,602 (related to the Round Rock, Lexington, and Tallahassee properties) and the assumption of existing secured indebtedness of $9,096 (related to the Southaven property). The acquisitions were also partially financed with the issuance of $200 in value of common units in CHLP, which totaled 800,000 common units.
The assumed loan related to the Southaven property is payable to the U.S. Bank National Association, as Trustee for Morgan Stanley Bank of America Merrill Lynch Trust 2014-C-18, Commercial Mortgage Pass-Through Certificates, Series 2014-C-18, bears interest at a fixed rate of 4.54%, requires monthly principal and interest payments of $48, and matures on August 1, 2024. The loan is non-recourse to the Company, except for certain customary carve-outs which are guaranteed by the Company
Interest expense adjustments include interest expense as well as the amortization of deferred financing costs related to the drawdown of the credit facility and the loan assumed at the time of the acquisitions as described above. An interest rate of 4.8%, the rate on the credit facility as of the time of these acquisitions, was utilized for the purpose of these pro forma financials related to the Home2 Suites acquisitions. If the variable rate of the credit facility were to increase by 1/8%, the annual increase in interest expense would be $68 related to the Home2 Suites acquisitions.
[CC] Represents the operations of three Texas Portfolio hotel acquisitions giving effect to the acquisitions as if they had occurred on January 1, 2016. Revenues and hotel and property operations expenses are based on
historical financial statements for the hotels for the respective periods after adjusting those numbers for specific verifiable and continuing changes in operating expenses (differences between estimated management fees and those charged to the hotels historically) as well as pro forma adjustments to depreciation and interest expense. The Fairfield Inn & Suites El Paso has been in operation for the entirety of all periods presented, the TownePlace Suites Austin has been in operation since January 3, 2017, and the Residence Inn Austin has been in operation since August 3, 2016.
Pro forma depreciation and amortization is based on the post-acquisition depreciable basis of the investment in hotel properties per the final purchase accounting performed for the acquisitions with asset lives of 40 years for buildings and improvements, 5 to 20 years for site improvements, 5 to 6 years for furniture and equipment, and the remaining term of the franchise agreement for franchise fees. The purchase accounting for the Texas Portfolio is discussed in Note [B] above. Pro forma depreciation expense was adjusted to take into account the opening date of each hotel as discussed above.
Interest expense adjustments include interest expense related to the estimated drawdown of the credit facility at the time of the acquisitions as described in Note [B] above. Pro forma interest expense was adjusted to include interest beginning at the opening date of each hotel as discussed above. If the variable rate of the facility were to increase by 1/8%, the annual increase in interest expense would be $74 related to the Texas Portfolio acquisitions.