Attached files
file | filename |
---|---|
8-K - 8-K - Summit Hotel OP, LP | a13-7288_18k.htm |
EX-99.2 - EX-99.2 - Summit Hotel OP, LP | a13-7288_1ex99d2.htm |
EX-23.1 - EX-23.1 - Summit Hotel OP, LP | a13-7288_1ex23d1.htm |
Exhibit 99.1
TVG Portfolio of Hotels
Combined Financial Statements
Years Ended December 31, 2012, 2011, and 2010
Contents
Report of Independent Auditors |
1 |
|
|
Combined Financial Statements |
|
|
|
Combined Balance Sheets |
2 |
Combined Statements of Operations |
3 |
Combined Statements of Owners Deficit in Hotels |
4 |
Combined Statements of Cash Flows |
5 |
Notes to Combined Financial Statements |
6 |
Report of Independent Auditors
The Board of Directors
Summit Hotel Properties, Inc.
We have audited the accompanying combined financial statements of the TVG Portfolio of Hotels (the Portfolio), which comprise the combined balance sheets as of December 31, 2012 and 2011, and the related combined statements of operations, owners deficit in hotels, and cash flows for the years ended December 31, 2012, 2011, and 2010, and the related notes to the combined financial statements.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity 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 of 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 auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of TVG Portfolio of Hotels at December 31, 2012 and 2011, and the combined results of its operations and its cash flows for the years ended December 31, 2012, 2011, and 2010, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
March 11, 2013
TVG Portfolio of Hotels
Combined Balance Sheets
|
|
Year Ended December 31 |
| ||||
|
|
2012 |
|
2011 |
| ||
Assets |
|
|
|
|
| ||
Investments in hotel properties, at cost: |
|
|
|
|
| ||
Land |
|
$ |
9,165,059 |
|
$ |
9,165,059 |
|
Building |
|
55,143,145 |
|
54,635,605 |
| ||
Furniture and fixtures |
|
8,448,578 |
|
7,845,434 |
| ||
Accumulated depreciation |
|
(23,058,068 |
) |
(20,706,292 |
) | ||
|
|
49,698,714 |
|
50,939,806 |
| ||
|
|
|
|
|
| ||
Cash |
|
5,834,223 |
|
5,138,740 |
| ||
Restricted cash |
|
1,785,157 |
|
1,376,386 |
| ||
Trade receivables |
|
1,006,143 |
|
444,090 |
| ||
Other receivables |
|
996,116 |
|
|
| ||
Prepaid expenses and other |
|
81,938 |
|
86,336 |
| ||
Due from affiliates, net |
|
515,147 |
|
413,045 |
| ||
Deferred loan cost, net |
|
629,933 |
|
1,255,305 |
| ||
Other assets |
|
199,877 |
|
199,877 |
| ||
Total assets |
|
$ |
60,747,248 |
|
$ |
59,853,585 |
|
|
|
|
|
|
| ||
Liabilities and owners deficit in hotels |
|
|
|
|
| ||
Accounts payable and accrued expenses |
|
$ |
6,043,821 |
|
$ |
6,732,776 |
|
Advance deposits |
|
1,567,775 |
|
258,405 |
| ||
Mortgages payable |
|
55,460,347 |
|
56,379,559 |
| ||
Total liabilities |
|
63,071,943 |
|
63,370,740 |
| ||
Owners deficit in hotels |
|
(2,324,695 |
) |
(3,517,155 |
) | ||
|
|
$ |
60,747,248 |
|
$ |
59,853,585 |
|
See accompanying notes.
TVG Portfolio of Hotels
Combined Statements of Operations
|
|
Year Ended December 31 |
| |||||||
|
|
2012 |
|
2011 |
|
2010 |
| |||
Revenues: |
|
|
|
|
|
|
| |||
Room revenue |
|
$ |
30,076,456 |
|
$ |
23,011,803 |
|
$ |
24,171,420 |
|
Other hotel operating revenue |
|
2,441,907 |
|
1,822,661 |
|
1,901,561 |
| |||
Total revenue |
|
32,518,363 |
|
24,834,464 |
|
26,072,981 |
| |||
|
|
|
|
|
|
|
| |||
Department expenses: |
|
|
|
|
|
|
| |||
Rooms |
|
6,393,771 |
|
5,663,835 |
|
5,607,318 |
| |||
Food and beverage |
|
855,128 |
|
821,152 |
|
664,812 |
| |||
Other departments |
|
122,894 |
|
82,198 |
|
84,596 |
| |||
Total hotel operating expenses |
|
7,371,793 |
|
6,567,185 |
|
6,356,726 |
| |||
|
|
|
|
|
|
|
| |||
Operating expenses: |
|
|
|
|
|
|
| |||
Administrative and general |
|
2,594,146 |
|
2,273,582 |
|
2,354,645 |
| |||
Sales and marketing |
|
2,214,198 |
|
1,515,456 |
|
1,537,563 |
| |||
Property operation and maintenance |
|
2,203,823 |
|
2,005,753 |
|
1,988,878 |
| |||
Utilities |
|
1,172,120 |
|
1,142,022 |
|
1,221,710 |
| |||
Franchise fees |
|
1,238,374 |
|
957,955 |
|
991,244 |
| |||
Management fees |
|
2,111,785 |
|
1,510,894 |
|
1,738,709 |
| |||
Rent and lease expense |
|
49,661 |
|
17,189 |
|
116,711 |
| |||
Property and other taxes |
|
731,276 |
|
729,910 |
|
677,816 |
| |||
Insurance |
|
872,451 |
|
747,612 |
|
694,142 |
| |||
Interest expense |
|
4,194,164 |
|
4,251,057 |
|
4,566,960 |
| |||
Depreciation and amortization |
|
2,977,149 |
|
2,982,592 |
|
2,151,955 |
| |||
Total operating expenses |
|
20,359,147 |
|
18,134,022 |
|
18,040,333 |
| |||
|
|
|
|
|
|
|
| |||
Net income |
|
$ |
4,787,423 |
|
$ |
133,257 |
|
$ |
1,675,922 |
|
See accompanying notes.
TVG Portfolio of Hotels
Combined Statements of Owners Deficit in Hotels
|
|
Total Owners |
| |
|
|
|
| |
Balance at January 1, 2010 |
|
$ |
(2,165,855 |
) |
Net income |
|
1,675,922 |
| |
Distributions to owners, net |
|
(1,844,776 |
) | |
Balance at December 31, 2010 |
|
(2,334,709 |
) | |
Net income |
|
133,257 |
| |
Distributions to owners, net |
|
(1,315,703 |
) | |
Balance at December 31, 2011 |
|
(3,517,155 |
) | |
Net income |
|
4,787,423 |
| |
Distributions to owners, net |
|
(3,594,963 |
) | |
Balance at December 31, 2012 |
|
$ |
(2,324,695 |
) |
See accompanying notes.
TVG Portfolio of Hotels
Combined Statements of Cash Flows
|
|
Year Ended December 31 |
| |||||||
|
|
2012 |
|
2011 |
|
2010 |
| |||
Operating activities |
|
|
|
|
|
|
| |||
Net income |
|
$ |
4,787,423 |
|
$ |
133,257 |
|
$ |
1,675,922 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
| |||
Depreciation |
|
2,351,776 |
|
2,357,219 |
|
2,009,986 |
| |||
Amortization |
|
625,373 |
|
625,373 |
|
141,969 |
| |||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
| |||
Trade and other receivables |
|
(1,558,169 |
) |
161,397 |
|
(81,708 |
) | |||
Prepaid expenses and other |
|
4,398 |
|
(20,689 |
) |
(2,446 |
) | |||
Due to (from) affiliate, net |
|
(102,102 |
) |
(234,650 |
) |
297,686 |
| |||
Accounts payable and accrued expenses |
|
(688,955 |
) |
1,337,512 |
|
737,533 |
| |||
Advance deposits |
|
1,309,370 |
|
159,691 |
|
(13,991 |
) | |||
Net cash provided by operating activities |
|
6,729,114 |
|
4,519,110 |
|
4,764,951 |
| |||
|
|
|
|
|
|
|
| |||
Investing activities |
|
|
|
|
|
|
| |||
Purchases of property and equipment |
|
(1,110,685 |
) |
(6,814,022 |
) |
(943,660 |
) | |||
Net cash used in investing activities |
|
(1,110,685 |
) |
(6,814,022 |
) |
(943,660 |
) | |||
|
|
|
|
|
|
|
| |||
Financing activities |
|
|
|
|
|
|
| |||
Mortgage payable, net |
|
(919,212 |
) |
(919,981 |
) |
(646,394 |
) | |||
Distributions to owners, net |
|
(3,594,963 |
) |
(1,315,703 |
) |
(1,844,776 |
) | |||
Net cash used in financing activities |
|
(4,514,175 |
) |
(2,235,684 |
) |
(2,491,170 |
) | |||
|
|
|
|
|
|
|
| |||
Net change in cash |
|
1,104,254 |
|
(4,530,596 |
) |
1,330,121 |
| |||
Cash, beginning of year |
|
6,515,126 |
|
11,045,722 |
|
9,715,601 |
| |||
Cash, end of year |
|
$ |
7,619,380 |
|
$ |
6,515,126 |
|
$ |
11,045,722 |
|
|
|
|
|
|
|
|
| |||
Supplemental cash flow information: |
|
|
|
|
|
|
| |||
Cash paid for interest |
|
$ |
4,192,897 |
|
$ |
4,344,830 |
|
$ |
4,561,605 |
|
See accompanying notes.
TVG Portfolio of Hotels
Notes to Combined Financial Statements
December 31, 2012
1. Description of Business and Basis of Presentation
The combined financial statements presented herein are for five unencumbered hotels (the Portfolio) owned by The Verandah Group, L.L.C., Julia Court, L.L.C., St. Joseph Suites, L.L.C., Galleria Inn, L.L.C., and Galleria Court, L.L.C. (collectively, the Owners) located in New Orleans, Louisiana, and Metairie, Louisiana. The hotels include: (i) a 140-room Courtyard by Marriott hotel located in New Orleans; (ii) a 208-room SpringHill Suites hotel located in New Orleans; (iii) a 120-room Residence Inn hotel located in Metairie; (iv) a 202-room Courtyard by Marriott hotel located in New Orleans; and (v) a 153-room Courtyard by Marriott hotel located in Metairie.
These combined financial statements present the carve-out combined balance sheets, statements of operations, statements of owners deficit in hotels, and statements of cash flows of the TVG Portfolio of Hotels, not a legal entity.
2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of the combined financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the combined financial statements and the accompanying notes. Actual results could differ from those estimates and assumptions. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein. Intercompany accounts and transactions have been eliminated in combination.
Cash
Cash includes cash held in depository bank accounts.
Restricted Cash
Restricted cash consists of funds placed in escrow with mortgage lenders to pay property taxes and capital expenditures.
TVG Portfolio of Hotels
Notes to Combined Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Concentrations of Credit Risk
The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Investment in Hotel Properties
Investments in hotel properties and related assets are recorded at cost, less accumulated depreciation. The Portfolio capitalizes the costs of significant additions and improvements that materially extend a propertys life. These costs may include hotel refurbishment, renovation, and remodeling expenditures. All costs of repairs and maintenance are expensed as incurred.
Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives are:
Classification |
|
Estimated Useful lives |
Building and improvements |
|
39 |
Furnishings and equipment |
|
7 |
When depreciable property and equipment is retired or disposed of, the related costs and accumulated depreciation are removed from the combined balance sheets and any gain or loss is reflected in current operations.
Impairment of Investment in Hotel Properties
If events or circumstances indicate that the carrying value of a hotel property to be held and used may be impaired, a recoverability analysis is performed based on estimated undiscounted future cash flows to be generated from the property. If the analysis indicated that the carrying value is not recoverable from future cash flows, the excess of the net book value over the estimated fair value is charged to earnings.
Advance Deposits
Advance deposits consist mainly of amounts collected for rooms, conferences, food and beverage, and other property operations in advance of providing services.
TVG Portfolio of Hotels
Notes to Combined Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Income Taxes
No provision or liability for income taxes or income tax positions have been made in the accompanying combined financial statements since the combined financial statements do not contemplate the type of legal or tax entity that holds the Portfolio.
Advertising Costs
Advertising costs are expensed as incurred and are included in sales and marketing expenses in the accompanying statements of operations.
Revenue Recognition
Revenues are recognized when rooms are occupied and the services are provided. Revenues consist of mainly room sales and food and beverage sales. Additionally, the Portfolio collects sales, use, occupancy, and similar taxes, which are presented on a net basis in the accompanying combined statements of operations.
Accounts Receivable
Accounts receivable, which primarily represent amounts due from hotel guests, are recorded at managements estimate of the amounts that will be ultimately collected. The Portfolio provides for an allowance for doubtful accounts, which is based on specific identification and managements historical experience.
Due From Affiliates, net
Due from affiliates, net represents the amounts payable to an affiliate of the Portfolio for services rendered related to advertising, promotion, sales, reservations, management fees, centralized services, loyalty program, insurance, various benefits plans, purchasing, and other charges.
TVG Portfolio of Hotels
Notes to Combined Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
Deferred Loan Cost, Net
Deferred loan costs are deferred and amortized to interest expense using the straight-line method, which approximates the amount to be amortized using the effective interest method. At the time of any repurchases or retirements of debt, a proportionate amount of net deferred loan costs are written off. The Company recognized amortization of deferred loan costs totaling $625,373, $625,373 and $141,969 for the years ended December 31, 2012, 2011 and 2010, respectively.
Fair Value of Financial Instruments
Financial assets and liabilities with carrying amounts approximating fair value include cash, accounts receivable, other receivables, inventory, prepaid expenses and deposits, accounts payable, and accrued expenses. The carrying amounts of these financial assets and liabilities, approximates fair value because of their short maturities. The carrying amounts of the Porfolios debt and other long-term liabilities, approximates their fair values. The fair value of debt was based upon managements best estimate of interest rates that would be available for similar debt obligations as of December 31, 2012 and 2011.
3. Management Agreements
Upon acquisition of the hotels in the Portfolio, the Owners entered into management agreements with affiliates of Marriott International Inc. The management agreements expire on the 20th anniversary of the opening date of the hotel and have an option for two successive 10-year renewal periods. Management fees are calculated in accordance with the terms of the management agreements and consist of a basic fee and an incentive fee for hotel operations.
The following is a detail of the basic fee for hotel operations based on gross revenues, as defined, and the incentive fee for hotel operations, if any, by which eligible additional basic fee profit, as defined, exceeds the additional basic fee under each management agreement:
|
|
Basic fee |
|
Incentive fee |
Galleria Inn, L.L.C. |
|
2% |
|
20% |
Galleria Court, L.L.C. |
|
5% |
|
20% |
The Verandah Group, L.L.C. |
|
5% |
|
20% |
Julia Court, L.L.C. |
|
5% |
|
20% |
St. Joseph Suites, L.L.C. |
|
6% 1st six months 7% thereafter |
|
25% |
TVG Portfolio of Hotels
Notes to Combined Financial Statements (continued)
3. Management Agreements (continued)
For the years ended December 31, 2012, 2011, and 2010, the basic and incentive management fees were $1,889,945, $1,307,844, and $1,531,371, respectively.
The management agreements were modified during 2012 to treat certain amounts paid by the Owners for 2011 hotel renovations as a reduction to future management fees in the years 2012 through 2016. As of December 31, 2012 and 2011, deferred management fee reductions were $2,500,985 and $2,835,274, respectively, included in accounts payable and accrued expenses in the combined balance sheets.
In addition, the Owners entered into operating agreements with a developer group to manage the Owners assets in the Portfolio, for an annual asset management fee based on a percentage of gross receipts, as defined, up to a maximum annual threshold to be paid from available cash, as defined, and after payment of the accumulated priority return, as defined, to the extent the accumulated priority return, as defined, exceeds the available cash, as defined, such portion of the asset management fee shall not be currently payable or cumulate beyond the then-current fiscal year, as defined. The asset management fees under each operating agreement are as follows:
|
|
Percentage of |
|
Up to a |
| |
Galleria Inn, L.L.C. |
|
1 |
% |
$ |
35,000 |
|
Galleria Court, L.L.C. |
|
1 |
% |
$ |
50,000 |
|
The Verandah Group, L.L.C. |
|
1.5 |
% |
$ |
60,000 |
|
Julia Court, L.L.C. |
|
1 |
% |
n/a |
| |
St. Joseph Suites, L.L.C. |
|
1 |
% |
n/a |
|
For the years ended December 31, 2012, 2011, and 2010, the asset management fees were $221,840, $203,050, and $207,338, respectively.
TVG Portfolio of Hotels
Notes to Combined Financial Statements (continued)
4. Mortgages Payable
In 2010, the Owners refinanced the five existing mortgage loans related to the Portfolio. The proceeds from the five new mortgage loans totaled $57,375,000. The proceeds were used to pay off the existing mortgage loans. Four of the five mortgage loans mature in 2013, and one of the mortgage loans matures in 2015. The mortgage loans contain no financial covenants, but do contain certain standard conditions.
At December 31, 2012, the aggregate maturities for mortgages payable are as follows:
Year ending December 31: |
|
|
| |
2013 |
|
$ |
46,660,000 |
|
2014 |
|
|
| |
2015 |
|
8,800,347 |
| |
|
|
$ |
55,460,347 |
|
At December 31, 2012, the interest rates and maturities are as follows:
|
|
Mortgaged Property |
|
Interest Rate |
|
Maturity Date |
Galleria Inn, L.L.C. |
|
Residence Inn |
|
6.95% adjustable |
|
December 9, 2013 |
Galleria Court, L.L.C. |
|
Courtyard by Marriott |
|
6.95% adjustable |
|
December 9, 2013 |
The Verandah Group, L.L.C. |
|
Courtyard by Marriott |
|
7.00% adjustable |
|
January 5, 2015 |
Julia Court, L.L.C. |
|
Courtyard by Marriott |
|
7.80% adjustable |
|
December 9, 2013 |
St. Joseph Suites, L.L.C. |
|
SpringHill Suites |
|
7.75% adjustable |
|
December 9, 2013 |
5. Related-Party Transactions
In connection with its operations and the Owners customary practices, the Portfolio incurred charges from affiliates for services, including advertising, promotion, sales, reservations, management fees, centralized services, loyalty program, insurance, various benefits plans, purchasing, and other charges. Total charges for the services were $7,695,903, $6,149,272, and $6,000,906 for the years ended December 31, 2012, 2011, and 2010, respectively. As of December 31, 2012 and 2011, $515,147 and $413,045, respectively, is included as due from affiliate, net in the accompanying combined balance sheets.
TVG Portfolio of Hotels
Notes to Combined Financial Statements (continued)
6. Commitments and Contingencies
The nature of the Portfolios operations exposes it to the risk of claims and litigation in the normal course of its business. Although the outcome of such matters cannot be determined, management believes the ultimate resolution of these matters will not have a material effect on the combined financial position, results of operations, or cash flows of the Portfolio.
7. Subsequent Events
Management has evaluated subsequent events through March 11, 2013, the date the accompanying combined financial statements were available to be issued. On January 22, 2013, the Owners entered into a definitive purchase and sale agreement to sell the TVG Portfolio of Hotels to Summit Hotel Properties, Inc., through its operating partnership, Summit Hotel OP, LP, for an aggregate purchase price of $135.0 million, subject to closing prorations and adjustments.