Attached files

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8-K - 8-K - Summit Hotel OP, LPa13-7288_18k.htm
EX-99.2 - EX-99.2 - Summit Hotel OP, LPa13-7288_1ex99d2.htm
EX-23.1 - EX-23.1 - Summit Hotel OP, LPa13-7288_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.

 

Management’s 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.

 

Auditor’s 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 auditor’s 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 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

 

1



 

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.

 

2



 

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.

 

3



 

TVG Portfolio of Hotels

 

Combined Statements of Owners’ Deficit in Hotels

 

 

 

Total Owners’
Deficit

 

 

 

 

 

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.

 

4



 

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.

 

5



 

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.

 

6



 

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 property’s 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.

 

7



 

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 management’s 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 management’s 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.

 

8



 

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 Porfolio’s debt and other long-term liabilities, approximates their fair values. The fair value of debt was based upon management’s 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%

 

9



 

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
Gross Receipts

 

Up to a
maximum of

 

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.

 

10



 

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.

 

11



 

TVG Portfolio of Hotels

 

Notes to Combined Financial Statements (continued)

 

6. Commitments and Contingencies

 

The nature of the Portfolio’s 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.

 

12