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Exhibit 99.1

 

 

 

Courtyard by Marriott Mission Valley

 

Financial Statements

September 30, 2012 and December 31, 2011

 



 

Contents

 

 Independent Auditor’s Report

1

 

 

 

 

 Financial Statements

 

 

 

 

 

Balance sheets

2

 

 

 

 

Statements of operations

3

 

 

 

 

Statements of net parent company investment

4

 

 

 

 

Statements of cash flows

5

 

 

 

 

Notes to financial statements

6 – 10

 

 

 

 

 



 

Independent Auditor’s Report

 

 

To the Owner

Courtyard by Marriott Mission Valley

 

We have audited the accompanying carve-out balance sheets of the Courtyard by Marriott Mission Valley (the Hotel), a business acquired from Gaslamp Holdings, LLC (Owner), as of September 30, 2012 and December 31, 2011, and the related carve-out statements of operations, net parent company investment and cash flows for the nine month period ended September 30, 2012 and the year ended December 31, 2011.  These carve-out financial statements are the responsibility of the Hotel’s management.  Our responsibility is to express an opinion on these carve-out financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the carve-out financial statements referred to above present fairly, in all material respects, the financial position of the Courtyard by Marriott Mission Valley as of September 30, 2012 and December 31, 2011, and the results of its operations and its cash flows for the nine month period ended September 30, 2012 and the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

 

/s/ McGladrey LLP

Chicago, Illinois

February 15, 2013

 

 

1



 

Courtyard by Marriott Mission Valley

 

Balance Sheets

 

 

 

 September 30,

 

 December 31,

 

 

 

 2012

 

 2011

 

Assets

 

 

 

 

 

Property and equipment, net

 

  $

46,868,628

 

$

48,129,126

 

Cash and cash equivalents

 

1,142,296

 

458,557

 

Accounts receivable

 

540,324

 

351,091

 

Inventories

 

54,572

 

41,548

 

Prepaid expenses and other assets

 

163,100

 

165,735

 

Due from affiliate

 

-

 

15,857

 

Deferred financing costs (net of accumulated amortization of $17,848 and $10,391, respectively)

 

22,966

 

30,423

 

 

 

 

 

 

 

 

 

  $

48,791,886

 

$

49,192,337

 

 

 

 

 

 

 

Liabilities and Net Parent Company Investment

 

 

 

 

 

Mortgage payable

 

  $

37,966,342

 

$

38,265,428

 

Accounts payable and accrued expenses

 

601,249

 

615,284

 

Accrued property taxes

 

121,806

 

-

 

 

 

38,689,397

 

38,880,712

 

 

 

 

 

 

 

Net parent company investment

 

10,102,489

 

10,311,625

 

 

 

 

 

 

 

 

 

  $

48,791,886

 

$

49,192,337

 

 

 

See Notes to Financial Statements.

 

 

2



 

Courtyard by Marriott Mission Valley

 

Statements of Operations

 

 

 

Nine Month

 

 

 

 

 

Period Ended

 

Year Ended

 

 

 

September 30, 2012

 

December 31, 2011

 

 Revenue:

 

 

 

 

 

Rooms

 

  $

9,705,827

 

$

11,491,151

 

Food and beverage

 

1,139,675

 

1,535,325

 

Other operating departments

 

840,853

 

1,178,903

 

 

 

11,686,355

 

14,205,379

 

 

 

 

 

 

 

 Operating expenses:

 

 

 

 

 

Rooms

 

1,553,137

 

1,951,233

 

Food and beverage

 

899,846

 

1,142,936

 

Other operating departments

 

119,655

 

181,478

 

General and administrative

 

673,082

 

822,836

 

Utilities

 

297,622

 

411,918

 

Repairs and maintenance

 

310,556

 

397,316

 

Sales and marketing

 

781,118

 

905,117

 

Management fees

 

350,575

 

697,989

 

Franchise fees

 

535,348

 

871,432

 

Property taxes and insurance

 

459,582

 

605,824

 

Depreciation and amortization

 

1,393,739

 

1,846,445

 

 

 

7,374,260

 

9,834,524

 

 

 

 

 

 

 

Income from operations

 

4,312,095

 

4,370,855

 

 

 

 

 

 

 

 Other expense:

 

 

 

 

 

Interest expense

 

1,527,196

 

2,008,735

 

 

 

 

 

 

 

Net income

 

  $

2,784,899

 

$

2,362,120

 

 

 

See Notes to Financial Statements.

 

 

3



 

Courtyard by Marriott Mission Valley

 

Statements of Net Parent Company Investment

 

 

 

 Balance, January 1, 2011

 

  $

11,226,517

 

 

 

 

 

Transfers to owner

 

(3,277,012

)

 

 

 

 

Net income

 

2,362,120

 

 

 

 

 

 Balance, December 31, 2011

 

10,311,625

 

 

 

 

 

Transfers to owner

 

(2,994,035

)

 

 

 

 

Net income

 

2,784,899

 

 

 

 

 

 Balance, September 30, 2012

 

  $

10,102,489

 

 

 

See Notes to Financial Statements.

 

 

4


 

 

 


 

Courtyard by Marriott Mission Valley

 

Statements of Cash Flows

 

 

 

Nine Month

 

 

 

 

 

Period Ended

 

Year Ended

 

 

 

September 30, 2012

 

December 31, 2011

 

Cash Flows from Operating Activities

 

 

 

 

 

Net income

 

  $

2,784,899

 

$

2,362,120

 

Depreciation and amortization

 

1,393,739

 

1,846,445

 

Amortization of fair market value adjustment on mortgage payable assumed

 

762,368

 

963,995

 

Changes in:

 

 

 

 

 

Accounts receivable

 

(189,233)

 

(90,373)

 

Inventories

 

(13,024)

 

11,489

 

Prepaid expenses and other assets

 

2,635

 

(64,038)

 

Due from affiliate

 

15,857

 

(15,857)

 

Accounts payable and accrued expenses

 

(14,035)

 

72,577

 

Accrued property taxes

 

121,806

 

-

 

Net cash provided by operating activities

 

4,865,012

 

5,086,358

 

 

 

 

 

 

 

Cash Flows from Investing Activities
Additions to property and equipment

 

(125,784)

 

(51,677)

 

Cash used in investing activities

 

(125,784)

 

(51,677)

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

Mortgage principal payments

 

(1,061,454)

 

(1,390,300)

 

Deferred financing costs

 

-

 

(13,350)

 

Transfers to owner

 

(2,994,035)

 

(3,277,012)

 

Cash used in financing activities

 

(4,055,489)

 

(4,680,662)

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

683,739

 

354,019

 

 

 

 

 

 

 

Cash:

 

 

 

 

 

Beginning of period

 

458,557

 

104,538

 

 

 

 

 

 

 

End of period

 

  $

1,142,296

 

$

458,557

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information
Cash paid for interest

 

  $

764,828

 

$

1,044,740

 

 

 

See Notes to Financial Statements.

 

 

5



 

Courtyard by Marriott Mission Valley

 

Notes to Financial Statements

 

Note 1.                             Description of Organization and Operations

 

The Courtyard by Marriott Mission Valley (the Hotel) is a 317-room limited service hotel located in San Diego, California.   Gaslamp Holdings, LLC (the Owner), a California limited liability company, acquired the Hotel on June 25, 2010 from a related party.

 

The Owner sold the Hotel to a third party on December 6, 2012 (see Note 8).  These financial statements have been prepared in connection with this transaction and present the carve-out historical financial position, results of operations and cash flows of the Hotel as if it operated on a stand-alone basis subject to the Owner’s control.

 

Note 2.                             Summary of Significant Accounting Policies

 

Basis of presentation:  The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial statements only include the assets and liabilities that are specifically attributable to the Hotel and may not necessarily reflect the Hotel’s results of operations, financial position and cash flows in the future or what its results on operations, financial position and cash flows would have been had the Hotel been a stand-alone entity or as an entity independent of the Owner during the periods presented.

 

The net parent company investment of the Hotel is primarily comprised of (i) the initial investment to establish the net assets; (ii) the accumulated net earnings or losses; (iii) net cash transfers to or from the Owner, including those related to cash management functions performed by the Owner; and (iv) non-cash changes in financing arrangements, including the conversion of certain liabilities into Owner’s net investment.

 

Cash and cash equivalents:  Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase.  At times, balances in the Hotel’s cash accounts may exceed federally insured limits.  The Hotel has not experienced any losses on such accounts.

 

Accounts receivable:  Accounts receivable are comprised of (a) amounts billed but uncollected for room rental and food and beverage sales and (b) amounts earned but unbilled for the aforementioned services until guests check out of the Hotel.  Receivables are recorded at management’s estimate of the amounts that will ultimately be collected.  At September 30, 2012 and December 31, 2011, no allowance for doubtful accounts was deemed necessary by the Hotel.

 

Inventories:  Inventories consist of food, beverage and supplies and are stated at the lower of cost or market.

 

Property and equipment:  Property and equipment including land, building and improvements, site improvements and furniture, fixtures and equipment are initially recorded at fair value upon acquisition pursuant to the application of purchase accounting in accordance with GAAP.  Property and equipment purchased after the Hotel acquisition date is recorded at cost.  Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred.

 

 

6



 

Courtyard by Marriott Mission Valley

 

Notes to Financial Statements

 

Note 2.                             Summary of Significant Accounting Policies (Continued)

 

The asset groups below are depreciated using the straight-line method over the following estimated useful lives:

 

Building and improvements

 

40 years

 

Site improvements

 

15 years

 

Furniture, fixtures and equipment

 

5 years

 

Information systems and telecommunications

 

3 years

 

 

Management of the Hotel reviews the property and equipment for impairment when events or changes in circumstances indicate the carrying amount of the Hotel may not be recoverable.  If such conditions exist, management will estimate the future cash flows from operations and disposition of the Hotel.  If the estimated undiscounted future cash flows are less than the carrying amount of the assets and the carrying amount of the assets is in excess of the fair value, an adjustment to reduce the carrying amount to the Hotel’s estimated fair value would be recorded and an impairment loss would be recognized.  No impairment of the carrying value of long-lived assets was recognized during the nine month period ended September 30, 2012 or the year ended December 31, 2011.

 

Assets classified as held for sale are accounted for at the lower of the assets’ fair value less costs to sell or the assets’ carrying amount and depreciation ceases at the time the assets are classified as held for sale.  Upon the sale or retirement of the fixed asset, the cost and related accumulated depreciation will be removed from the Hotel’s accounts and any resulting gain or loss will be included in the statement of operations.

 

Deferred financing costs:  Legal fees and certain other costs incurred in connection with obtaining the mortgage loan are capitalized and amortized on a straight-line basis over the term of the loan.  Amortization expense incurred during the nine month period ended September 30, 2012 and the year ended December 31, 2011 was $7,457 and $8,831, respectively.

 

Revenue recognition:  Hotel revenues are recognized when services are provided or items are sold.  Revenue consists of room sales, food and beverage sales and other department revenues such as telephone and parking.  Sales and occupancy taxes collected from customers submitted to taxing authorities are not recorded in revenue.

 

Advertising costs:  The Hotel expenses all advertising costs, including production cost of print, radio, television and other advertisements as incurred.  The franchise agreement provides for monthly marketing assessments and a majority of advertising costs are incurred by the franchisor.  The Hotel incurred advertising costs of $242,232 and $233,951 for the nine month period ended September 30, 2012 and the year ended December 31, 2011, respectively.

 

 

7



 

Courtyard by Marriott Mission Valley

 

Notes to Financial Statements

 

Note 2.                             Summary of Significant Accounting Policies (Continued)

 

Income taxes:  No provision for federal income taxes has been made as the liability for such taxes is that of the Owner, rather than the Hotel.  The Hotel is subject to the statutory requirements of the states in which it conducts business.  Management of the Hotel identifies tax positions taken or expected to be taken in the course of preparing the Hotel’s tax returns to determine whether the tax positions are more-likely-than-not of being sustained when challenged or when examined by the applicable taxing authority.  For the nine month period ended September 30, 2012 and the year ended December 31, 2011, management has determined that there are no material uncertain tax positions.

 

Use of estimates:  The preparation of financial statements in conformity with GAAP 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 and assumptions.

 

Note 3.                             Property and Equipment

 

Property and equipment consisted of the following:

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Land

 

  $

8,300,000

 

  $

8,300,000

 

Building and improvements

 

37,108,541

 

37,108,541

 

Site improvements

 

1,390,195

 

1,365,396

 

Furniture, fixtures and equipment

 

4,208,013

 

4,107,028

 

Information systems and telecommunications

 

2,843

 

2,843

 

 

 

51,009,592

 

50,883,808

 

Less accumulated depreciation

 

(4,140,964

)

(2,754,682

)

 

 

 

 

 

 

 

 

  $

46,868,628

 

  $

48,129,126

 

 

Depreciation expense was $1,386,282 and $1,837,614 for the nine month period ended September 30, 2012 and the year ended December 31, 2011, respectively.

 

Note 4.                             Mortgage Payable

 

On June 25, 2010, in conjunction with the acquisition of the Hotel, the Owner assumed a first mortgage loan in the original principal amount of $45,000,000.  The loan is secured by the Hotel’s property and equipment as well as an assignment of rights to all other assets and income of the Hotel.  The loan matures on March 1, 2015.  On December 6, 2012, the outstanding principal balance of the loan was repaid in full in connection with the sale of the Hotel (see Note 8).

 

The mortgage loan bears interest at a variable rate of LIBOR plus 2.20 percent (2.42 percent and 2.47 percent at September 30, 2012 and December 31, 2011, respectively) and requires monthly payments of principal and interest totaling $202,920 based on a 25 year amortization period through maturity.

 

The outstanding principal balance of the mortgage loan at assumption on June 25, 2010 was $43,783,318 and the fair value of the mortgage loan was $38,957,963, resulting in a fair market value adjustment of $4,825,355.  Amortization of the fair value adjustment in the amount of $762,368 and $963,995 for the nine month period ended September 30, 2012 and the year ended December 31, 2011, respectively, was included in interest expense on the accompanying statements of operations.  The outstanding principal balance of the mortgage loan at September 30, 2012 and December 31, 2011 was $40,554,567 and $41,616,021, respectively.

 

 

8



 

Courtyard by Marriott Mission Valley

 

Notes to Financial Statements

 

Note 4.                             Mortgage Payable (Continued)

 

Estimated minimum payments on the mortgage loan are as follows for the years ended September 30:

 

2013

 

  $

965,679

 

2014

 

929,723

 

2015

 

38,659,165

 

 

 

40,554,567

 

Fair market value adjustment

 

(2,588,225

)

 

 

  $

37,966,342

 

 

The Hotel is required to maintain a debt service coverage ratio of at least 1.30 to 1.00.  The debt service coverage ratio is evaluated quarterly and, in the event that the requirement is not met, the Hotel may be required to deposit funds into an interest-bearing account controlled by the lender as additional collateral for the loan.

 

In connection with the assumption of the mortgage loan, an affiliate of the Owner assumed all liability and obligation related to a guaranty agreement and an environmental indemnity agreement that provide for full recourse on the obligations.

 

Note 5.                             Management Agreements

 

Effective June 25, 2010, the Owner entered into a management agreement with an affiliate of the Owner to manage and operate the Hotel for a term of 20 years.  The management agreement provided for a base management fee equal to 4 percent of gross revenue (as defined) and an annual incentive management fee in an amount agreed upon by the Owner.  The management agreement was terminated on February 28, 2011.

 

Effective March 1, 2011, the Owner entered into a new management agreement with Evolution Hospitality, LLC (Evolution) to manage and operate the Hotel for an initial term of five years.  The management agreement provides for a base management fee equal to 3 percent of gross revenue (as defined) and an annual incentive management fee in an amount agreed upon by the Owner.  The agreement may be terminated at any time by either party, without penalty, by providing written notice at least 65 days prior to cancellation.

 

Total base management fees incurred in connection with the management agreements were $350,575 and $447,989 for the nine month period ended September 30, 2012 and the year ended December 31, 2011, respectively.  The Hotel paid incentive management fees of $0 and $250,000 during the nine month period ended September 30, 2012 and the year ended December 31, 2011, respectively.

 

Note 6.                             Franchise Agreement

 

On June 25, 2010, in connection with the acquisition of the Hotel, the Owner assumed a franchise agreement with Marriott International, Inc., which expires in 2028.  The agreement provides for the payment of monthly royalty fees and marketing program fees equal to 5 percent of gross room revenue and 2 percent of gross room revenue, respectively.  Pursuant to an amendment to the franchise agreement, the monthly royalty fees were reduced to 3.5 percent of gross room revenue beginning January 1, 2012 through December 31, 2013.  Total royalty fees and marketing program fees incurred during the nine month period ended September 30, 2012 and the year ended December 31, 2011 were $535,348 and $871,432, respectively.

 

 

9



 

Courtyard by Marriott Mission Valley

 

Notes to Financial Statements

 

Note 7.                             Commitments and Contingencies

 

The Owner is involved from time to time in litigation arising from the normal course of business, none of which is expected to have a material adverse effect on the financial position, results of operations or cash flows of the Hotel.

 

Note 8.                             Subsequent Events

 

The Hotel has evaluated subsequent events for potential recognition and/or disclosures on the financial statements through February 15, 2013, the date the financial statements were available to be issued.  No adjustments to the amounts reported were considered necessary.

 

On October 16, 2012, the Owner entered into an agreement to sell the Hotel to an unaffiliated third party for a contractual price of $85,000,000.  The sale of the Hotel was completed on December 6, 2012.  The acquirer did not assume any amounts due under the mortgage payable.  Evolution was retained to manage and operate the Hotel.

 

 

10