Attached files

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8-K - 8-K - Summit Hotel OP, LPa13-13249_18k.htm
EX-10.1 - EX-10.1 - Summit Hotel OP, LPa13-13249_1ex10d1.htm
EX-23.1 - EX-23.1 - Summit Hotel OP, LPa13-13249_1ex23d1.htm
EX-10.2 - EX-10.2 - Summit Hotel OP, LPa13-13249_1ex10d2.htm
EX-99.2 - EX-99.2 - Summit Hotel OP, LPa13-13249_1ex99d2.htm

Exhibit 99.1

 

Report of Independent Auditors

 

The Board of Directors

Summit Hotel Properties, Inc.

 

We have audited the accompanying combined financial statements of the White Lodging Portfolio (the Portfolio), which comprise the combined balance sheets as of December 31, 2012 and 2011, and the related combined statements of operations, owners’ equity 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 White Lodging Portfolio 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

Austin, Texas

May 10, 2013

 



 

White Lodging Portfolio

 

Combined Balance Sheets

 

 

 

December 31

 

March 31

 

 

 

2012

 

2011

 

2013

 

 

 

 

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

Investments in hotel properties, at cost:

 

 

 

 

 

 

 

Land

 

$

13,442,390

 

$

13,442,390

 

$

13,442,390

 

Buildings and improvements

 

69,798,455

 

69,798,454

 

69,798,455

 

Land improvements

 

877,296

 

877,296

 

877,296

 

Furnishings and equipment

 

17,533,631

 

17,305,031

 

17,555,550

 

Accumulated depreciation

 

(17,833,453

)

(13,057,534

)

(19,028,366

)

 

 

83,818,319

 

88,365,637

 

82,645,325

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

3,848,668

 

6,709,081

 

5,919,326

 

Restricted cash

 

4,721,610

 

3,163,884

 

4,856,890

 

Accounts receivable

 

244,211

 

246,627

 

361,977

 

Prepaid expenses

 

98,606

 

87,931

 

74,897

 

Franchise fees, net

 

256,340

 

272,060

 

252,411

 

Deferred loan costs, net

 

387,667

 

515,049

 

284,376

 

Inventory

 

100,995

 

100,786

 

97,387

 

Deposits

 

54,219

 

60,794

 

62,038

 

Total assets

 

$

93,530,635

 

$

99,521,849

 

$

94,554,627

 

 

 

 

 

 

 

 

 

Liabilities and owners’ equity

 

 

 

 

 

 

 

Accounts payable

 

$

115,974

 

$

127,950

 

$

143,769

 

Accrued payroll and payroll taxes

 

286,085

 

244,030

 

269,223

 

Due to affiliated company

 

328,594

 

376,372

 

379,317

 

Accrued property taxes

 

510,494

 

910,945

 

863,399

 

Fair value of interest rate swaps

 

474,824

 

1,336,140

 

318,927

 

Mortgages payable

 

74,476,860

 

79,110,807

 

73,968,333

 

Other accrued expenses

 

751,917

 

993,044

 

1,337,625

 

Total liabilities

 

76,944,748

 

83,099,288

 

77,280,593

 

Total owners’ equity

 

16,585,887

 

16,422,561

 

17,274,034

 

Total liabilities and owners’ equity

 

$

93,530,635

 

$

99,521,849

 

$

94,554,627

 

 

See accompanying notes.

 



 

White Lodging Portfolio

 

Combined Statements of Operations

 

 

 

Year Ended December 31

 

Three Months Ended March 31

 

 

 

2012

 

2011

 

2010

 

2013

 

2012

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

24,486,938

 

$

20,903,648

 

$

16,116,873

 

$

6,036,592

 

$

6,004,334

 

Food and beverage

 

369,440

 

342,485

 

234,750

 

95,944

 

198,373

 

Telephone

 

16,040

 

26,283

 

17,341

 

3,124

 

4,367

 

Vending, rent, and other

 

771,133

 

637,222

 

535,670

 

201,626

 

50,521

 

Total revenue

 

25,643,551

 

21,909,638

 

16,904,634

 

6,337,286

 

6,257,595

 

 

 

 

 

 

 

 

 

 

 

 

 

Department expense:

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

4,748,338

 

4,181,435

 

3,237,580

 

1,133,772

 

983,001

 

Food and beverage

 

308,923

 

289,437

 

235,687

 

84,911

 

81,914

 

Telephone

 

102,221

 

111,304

 

107,184

 

25,489

 

21,807

 

Vending, rent, and other

 

298,806

 

135,947

 

109,907

 

88,528

 

31,148

 

Total department expense

 

5,458,288

 

4,718,123

 

3,690,358

 

1,332,700

 

1,117,870

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Administrative and general

 

1,677,549

 

1,573,830

 

1,426,322

 

444,830

 

381,554

 

Sales and promotion

 

1,921,827

 

1,722,896

 

1,378,579

 

495,744

 

534,456

 

Franchise fees

 

907,280

 

706,152

 

380,406

 

225,335

 

159,217

 

Utilities

 

1,190,588

 

1,135,967

 

959,605

 

259,693

 

289,579

 

Repair and maintenance

 

673,971

 

600,478

 

500,366

 

196,392

 

154,910

 

Property tax

 

1,350,045

 

1,279,197

 

1,087,552

 

352,905

 

316,364

 

Property insurance

 

166,484

 

167,573

 

158,091

 

40,908

 

40,903

 

Management fees

 

897,524

 

766,836

 

591,662

 

221,805

 

219,066

 

Depreciation and amortization

 

5,180,760

 

5,008,490

 

4,638,142

 

1,300,910

 

1,275,022

 

Interest expense

 

3,739,724

 

3,566,944

 

3,055,602

 

904,187

 

900,649

 

Preopening expenses

 

 

 

575,062

 

 

 

Other

 

97,501

 

92,395

 

41,960

 

29,628

 

46,985

 

Total operating expenses

 

17,803,253

 

16,620,758

 

14,793,349

 

4,472,337

 

4,318,705

 

Net income (loss)

 

2,382,010

 

570,757

 

(1,579,073

)

532,249

 

821,020

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on hedging activities

 

861,316

 

579,587

 

(356,182

)

155,897

 

94,108

 

Comprehensive income (loss)

 

$

3,243,326

 

$

1,150,344

 

$

(1,935,255

)

$

688,146

 

$

915,128

 

 

See accompanying notes.

 



 

White Lodging Portfolio

 

Combined Statements of Owners’ Equity in Hotels

 

Balance at January 1, 2010

 

$

1,134,067

 

Net loss

 

(1,579,073

)

Contributions from owners

 

16,523,405

 

Unrealized loss on hedging activities

 

(356,182

)

Balance at December 31, 2010

 

15,722,217

 

Net income

 

570,757

 

Distributions to owners

 

(450,000

)

Unrealized gain on hedging activities

 

579,587

 

Balance at December 31, 2011

 

16,422,561

 

Net income

 

2,382,010

 

Contributions from owners

 

3,000,000

 

Distributions to owners

 

(6,080,000

)

Unrealized gain on hedging activities

 

861,316

 

Balance at December 31, 2012

 

$

16,585,887

 

 

See accompanying notes.

 



 

White Lodging Portfolio

 

Combined Statements of Cash Flows

 

 

 

Year Ended December 31

 

Three Months Ended
March 31

 

 

 

2012

 

2011

 

2010

 

2013

 

2012

 

 

 

 

 

 

 

 

 

(Unaudited)

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

2,382,010

 

$

570,757

 

$

(1,579,073

)

$

532,249

 

$

821,020

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

4,775,919

 

4,737,031

 

4,391,910

 

1,194,913

 

1,185,884

 

Amortization

 

404,841

 

271,459

 

246,232

 

105,997

 

89,138

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Escrow — tax and insurance

 

(461,560

)

(1,111,987

)

(334,277

)

(672,505

)

(120,917

)

Accounts receivable

 

2,416

 

(100,186

)

(85,825

)

(117,766

)

(328,094

)

Prepaid expenses

 

(10,675

)

(8,193

)

(45,319

)

23,709

 

40,857

 

Inventory

 

(209

)

(4,372

)

(53,286

)

3,608

 

332

 

Accounts payable

 

(11,976

)

(5,580

)

(213,435

)

27,795

 

191,349

 

Accrued payroll and payroll taxes

 

42,055

 

42,461

 

169,430

 

(16,862

)

(27,647

)

Accrued property taxes

 

(400,451

)

142,238

 

768,707

 

352,905

 

178,509

 

Due to affiliated company

 

(47,778

)

(99,770

)

332,739

 

50,723

 

(31,353

)

Other accrued expenses

 

(236,227

)

331,920

 

263,828

 

586,932

 

191,079

 

Net cash provided by operating activities

 

6,438,365

 

4,765,778

 

3,861,631

 

2,071,698

 

2,190,157

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures for property and equipment

 

(228,601

)

(155,707

)

(11,081,022

)

(21,919

)

(39,037

)

Restricted cash — escrow

 

(970,165

)

(624,292

)

(540,757

)

96,225

 

(91,588

)

Deposits

 

6,575

 

(2,533

)

337,984

 

(7,819

)

4,714

 

Net cash (used in) provided by investing activities

 

(1,192,191

)

(782,532

)

(11,283,795

)

66,487

 

(125,911

)

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

Restricted cash — sinking fund

 

(126,000

)

(147,000

)

(105,000

)

441,000

 

(31,500

)

Proceeds from issuance of debt

 

 

295,234

 

14,180,780

 

 

 

Principal payments on debt

 

(4,633,947

)

(3,037,912

)

(1,025,270

)

(508,527

)

(3,430,560

)

Distributions to owners

 

(6,080,000

)

(450,000

)

 

 

 

Contributions from owners

 

3,000,000

 

 

 

 

3,000,000

 

Other

 

(266,640

)

(41,922

)

(4,911

)

 

(240,062

)

Due to affiliated company

 

 

 

(1,658,147

)

 

 

Net cash (used in) provided by financing activities

 

(8,106,587

)

(3,381,600

)

11,387,452

 

(67,527

)

(702,122

)

 

 

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(2,860,413

)

601,646

 

3,965,288

 

2,070,658

 

1,362,124

 

Cash, beginning of period

 

6,709,081

 

6,107,435

 

2,142,147

 

3,848,668

 

6,709,081

 

Cash, end of period

 

$

3,848,668

 

$

6,709,081

 

$

6,107,435

 

$

5,919,326

 

$

8,071,205

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

3,740,660

 

$

3,571,022

 

$

3,069,684

 

$

904,722

 

$

900,976

 

 

See accompanying notes.

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements

 

1. Description of Business and Basis of Presentation

 

The combined financial statements presented herein are for four hotels (the Portfolio) owned by Louisville Jefferson Partners, L.L.C. and Incourtspring, L.L.C. (collectively, the Owners) located in Louisville, Kentucky, and Indianapolis, Indiana. The hotels include (i) a 135-room Fairfield Inn and Suites hotel located in Louisville, (ii) a 198-room SpringHill Suites hotel located in Louisville, (iii) a 156-room SpringHill Suites hotel located in Indianapolis, and (iv) a 297-room Courtyard by Marriott hotel located in Indianapolis.

 

These combined financial statements present the combined balance sheets, statements of operations, statements of owners’ equity in hotels, and statements of cash flows of the White Lodging Portfolio, 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.

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Concentrations of Credit Risk

 

The Owners maintain their cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Portfolio 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 as follows:

 

Classification

 

Estimated 
Useful Lives

 

 

 

 

 

Buildings and improvements

 

39

 

Land improvements

 

16

 

Furnishings and equipment

 

3–8

 

 

When depreciable property and equipment are 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 indicates 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.

 



 

White Lodging Portfolio

 

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 has 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 promotion 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 to Affiliated Company

 

Due to affiliates 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 benefit plans, purchasing, and other charges.

 

Inventory

 

Inventory, consisting primarily of food and beverage items, is stated at the lower of cost or market. Cost is determined using the first-in, first-out method.

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Deferred Loan Cost, Net

 

Certain 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 is written off. The Portfolio recognized amortization of deferred loan costs totaling $394,022, $260,641, and $236,168 for the years ended December 31, 2012, 2011, and 2010, respectively; and $103,292 and $86,433, respectively, for the three months March 31, 2013 and 2012 (unaudited).

 

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 approximate fair value because of their short maturities. The carrying amounts of the Portfolio’s debt and other long-term liabilities approximate 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. Derivative liabilities are marked to fair value at each reporting period with the change recognized as other comprehensive income and reclassified to interest expense when settled.

 

The accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs, such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

The following table presents information about the Portfolio’s assets and liabilities measured at fair value by input level on a recurring basis:

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

Level 1

 

Level 2

 

Level 3

 

December 31
2012

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

 

$

474,824

 

$

 

$

474,824

 

Total liabilities

 

$

 

$

474,824

 

$

 

$

474,824

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

 

Level 1

 

Level 2

 

Level 3

 

December 31
2011

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

 

$

1,336,140

 

$

 

$

1,336,140

 

Total liabilities

 

$

 

$

1,336,140

 

$

 

$

1,336,140

 

 

There were not any transfers in or out of Level 1 or Level 2 during the year ended December 31, 2012. The Portfolio did not have any items that were measured at fair value on a nonrecurring basis at December 31, 2012 or 2011. At March 31, 2013 and 2012, the Portfolio had derivative contracts (Level 2) of $318,927 and $1,242,032 (unaudited), respectively.

 

3. Franchise Agreements

 

Upon opening of the hotels, the Owners entered into franchise agreements with Marriott International, Inc. The agreements are for a 20-year period from the opening date of the each hotel, with the exception of Fairfield Inn and Suites in Louisville, which has a 30-year period. Franchise fees are computed at 4.0%, 4.5%, and 5.0% of the gross room revenues for Fairfield Inn and Suites, SpringHill Suites, and Courtyard, respectively, as defined in the agreement. Franchise fees for the years ended December 31, 2012, 2011, and 2010, were $907,280, $706,152, and $380,406, respectively; and were $225,335 and $159,217 for the three months ended March 31, 2013 and 2012, respectively (unaudited).

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements (continued)

 

4. Mortgages Payable

 

The Owners had the following mortgages payable at December 31:

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Construction loan dated February 17, 2009, with a total commitment amount of $52,200,000 with interest-only payments at 30-day LIBOR plus 3.25% until February 17, 2012. In February 2012, the loan terms were modified and the loan was converted into a term loan in the original amount of $44,208,299. Monthly principal payments of $54,185 plus interest at 30-day LIBOR plus 3.50% will be due until February 17, 2014, at which time a balloon payment of approximately $42,908,000 will be due. The loan is secured by property, furniture, fixtures, and equipment and guaranteed by one of the Owners.

 

$

43,612,264

 

$

44,208,299

 

 

 

 

 

 

 

 

 

Term loan effective July 11, 2006, in the original amount of $7,777,421 with interest-only payments at 73.12% of 30-day LIBOR plus 2.83% (2.99% and 3.03% at December 31, 2012 and 2011, respectively), until July 11, 2013, at which time the principal of $7,777,421 is due. The loan is secured by property, furniture, fixtures, and equipment. In addition, the loan is guaranteed by related parties of the Owners.

 

7,777,421

 

7,777,421

 

 

 

 

 

 

 

Term loan effective July 11, 2006, in the original amount of $2,858,553 with interest-only payments at 73.12% of 30-day LIBOR plus 2.83% (2.99% and 3.03% at December 31, 2012 and 2011, respectively) until July 11, 2045, at which time the principal of $2,858,553 is due. The lender can call and cancel the note on July 11, 2013, or thereafter in exchange for a call payment by the Portfolio. The loan is secured by property, furniture, fixtures, and equipment. In addition, the loan is guaranteed by related parties of the Owners.

 

2,858,553

 

2,858,553

 

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements (continued)

 

4. Mortgages Payable (continued)

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Construction loan dated May 30, 2007, in the original amount of $25,947,809 with monthly principal payments of $86,493 plus interest at 30-day LIBOR plus a range of 3.50% to 4.00% depending on the hotel’s operating performance (3.71% and 4.02% at December 31, 2012 and 2011, respectively) due until July 11, 2013, at which time a balloon payment of approximately $19,623,000 is due. The loan agreement requires the hotels to maintain a minimum debt service coverage ratio. At December 31, 2012, the hotels were in compliance with this covenant. The term loan is secured by property, furniture, fixtures, and equipment. In addition, the term loan is guaranteed by related parties of the Owners.

 

$

20,228,622

 

$

21,266,534

 

 

 

 

 

 

 

 

 

Promissory note effective March 4, 2008, in the original amount of $3,000,000 with interest-only payments at a fixed rate of 1.50% until January 20, 2012, at which time the principal of $3,000,000 is due. In January 2012, the loan was paid in full.

 

 

3,000,000

 

 

 

 

 

 

 

Total

 

$

74,476,860

 

$

79,110,807

 

 

At December 31, 2012, the aggregate maturities for mortgages payable are as follows:

 

Year ending December 31:

 

 

 

2013

 

$

31,514,816

 

2014

 

42,962,044

 

 

 

$

74,476,860

 

 

5. Financial Derivatives

 

As a result of financing activities, the Portfolio is exposed to changes in interest rates, which may adversely affect its results of operations and financial condition. To minimize this risk, the Portfolio has entered into certain interest rate swap agreements that are set to expire on July 1, 2013. Under the agreements, a variable rate of interest of LIBOR on $7,777,421 and $18,000,000 of debt was exchanged for a fixed interest rate of 5.25% and 3.58%, respectively. The variable LIBOR was .21% and .30% at December 31, 2012 and 2011, respectively. The notional amount of $18,000,000 is amortized monthly based upon the agreement.

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements (continued)

 

5. Financial Derivatives (continued)

 

The Portfolio accounts for these derivative instruments as cash flow hedges and considers them to be highly effective. Any ineffective amounts are considered not to be significant. The derivative instruments are recorded at their fair value with any unrealized gains or losses recognized as other comprehensive income.

 

6. Other Comprehensive Income

 

The activity relating to hedging transactions included in other comprehensive income is as follows for December 31:

 

 

 

2012

 

2011

 

2010

 

 

 

 

 

 

 

 

 

Net settlements on the interest rate swap reclassified from other comprehensive income to interest expense

 

$

959,400

 

$

970,900

 

$

972,563

 

Changes in fair value of the interest rate swap

 

(98,084

)

(391,313

)

(1,328,745

)

Unrealized gain (loss) on hedging activities

 

$

861,316

 

$

579,587

 

$

(356,182

)

 

The amount expected to be reclassified from other comprehensive income to interest expense in 2013 is approximately $475,000. For the three months ended March 31, 2013 and 2012, the unrealized gain on hedging activities were $155,897 and $94,108, respectively (unaudited).

 

7. Related-Party Transactions

 

The Owners have management agreements with White Lodging Services Corporation, an entity related through common ownership. The agreements have two 10-year renewal options and expire on December 31, 2026, for Louisville Jefferson Partners, L.L.C. and December 31, 2030, for Incourtspring, L.L.C. The agreements provide for base and incentive management fees. Base management fees are calculated at 3.5% of gross revenue, as defined, and incentive management fees are based upon achieving certain performance levels, as defined. Base management fees for the years ended December 31 2012, 2011, and 2010, were $897,524, $766,836, and $591,662, respectively. Base management fees for the three months ended March 31, 2013 and 2012, were $221,805 and $219,066 (unaudited), respectively. There were no incentive management fees incurred for the years ended December 31, 2012, 2011, or 2010.

 



 

White Lodging Portfolio

 

Notes to Combined Financial Statements (continued)

 

7. Related-Party Transactions (continued)

 

Under the terms of the management agreements, the Owners are required to deposit into a furniture, fixtures, and equipment reserve a percentage of the gross revenues. The percentage through December 31, 2011, was 2%; 3% in 2012, 4% in 2013; and 5% thereafter for Incourtspring, L.L.C and through December 31, 2011, was 4% and 5% thereafter for Louisville Jefferson Partners, L.L.C.

 

8. 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.

 

9. Subsequent Events

 

Management has evaluated subsequent events through May 10, 2013, the date the accompanying combined financial statements were available to be issued. On May 6, 2013, the Owners entered into a definitive purchase and sale agreement to sell the White Lodging Portfolio to Summit Hotel Properties, Inc. through its operating partnership, Summit Hotel O.P. L.P., for an aggregate purchase price of $153 million, subject to closing prorations and adjustments.