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

(Registrant’s 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 Company’s 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 auditor’s 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    Description
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

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.

Management’s 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 entity’s 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 entity’s 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 Partnership’s 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 Partnership’s 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 Partnership’s adoption of this guidance did not have a material impact on the Partnership’s 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.

Management’s 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 entity’s 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 entity’s 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 partner’s 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 Partnership’s 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 Partnership’s 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 Partnership’s adoption of this guidance did not have a material impact on the Partnership’s 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.

Management’s 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 entity’s 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 entity’s 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 Partnership’s 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 Partnership’s 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 Partnership’s 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 Partnership’s adoption of this guidance did not have a material impact on the Partnership’s 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 Partnership’s 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 Partnership’s 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 Partnership’s adoption of this guidance did not have a material impact on the Partnership’s 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 Partnership’s 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 Partnership’s 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 Company’s 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 management’s 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 “Company’s”) 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 Company’s 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 Company’s existing senior secured credit facility. The acquisitions will also be partially financed with the issuance of $150 in value of common units in the Company’s partnership, Condor Hospitality Limited Partnership (“CHLP”) with the initial franchise fees paid in cash.

The Company’s 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 Company’s 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  
  

 

 

   

 

 

   

 

 

   

 

 

 

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  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     23,720       2,771       4,416       30,907  
  

 

 

   

 

 

   

 

 

   

 

 

 

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
  

 

 

   

 

 

   

 

 

   

 

 

 

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 management’s 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 management’s 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 Company’s 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.