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EX-99.3 - EX-99.3 - Carey Watermark Investors Inca13-18446_1ex99d3.htm
EX-99.1 - EX-99.1 - Carey Watermark Investors Inca13-18446_1ex99d1.htm

Exhibit 99.2

 

The Hutton Hotel

Financial Statements

March 31, 2013 and 2012

 


 

The Hutton Hotel

Index

March 31, 2013 and 2012

 

 

 

Page(s)

 

 

Financial Statements

 

 

 

Balance Sheets (unaudited)

1

 

 

Statements of Operations (unaudited)

2

 

 

Statements of Changes in Net Parent Company Investment (unaudited)

3

 

 

Statements of Cash Flows (unaudited)

4

 

 

Notes to Financial Statements (unaudited)

5–11

 


 

The Hutton Hotel

Balance Sheets (unaudited)

March 31, 2013 and 2012

 

 

 

March 31,

 

March 31,

 

 

 

2013

 

2012

 

Assets

 

 

 

 

 

Real estate, net

 

 $

57,288,161

 

 $

60,230,818

 

Cash and cash equivalents

 

1,716,664

 

1,012,995

 

Restricted cash

 

808,525

 

202,216

 

Inventories

 

83,226

 

76,634

 

Accounts receivable, net of allowance of $4,215 and $6,325

 

645,041

 

784,977

 

Deferred costs, net of accumulated amortization of of $121,773 and $24,355

 

193,870

 

259,782

 

Other assets

 

387,560

 

280,437

 

Due from affiliates

 

59,026

 

154,413

 

Total assets

 

 $

61,182,073

 

 $

63,002,272

 

Liabilities and Net Parent Company Investment

 

 

 

 

 

Mortgage note payable

 

 $

42,589,562

 

 $

44,649,056

 

Accounts payable and accrued expenses

 

1,084,200

 

966,831

 

Accrued interest

 

113,439

 

141,903

 

Accrued payroll and related costs payable to related party

 

130,176

 

289,451

 

Advance deposits

 

201,148

 

92,944

 

Total liabilities

 

44,118,525

 

46,140,185

 

Net parent company investment

 

17,063,548

 

16,862,087

 

Total liabilities and net parent company investment

 

 $

61,182,073

 

 $

63,002,272

 

 

The accompanying notes are an integral part of these financial statements.

 

1

 


 

The Hutton Hotel

Statements of Operations (unaudited)

Three Month Periods Ended March 31, 2013 and 2012

 

 

 

Three Month

 

 

Three Month

 

 

 

Period Ended

 

 

Period Ended

 

 

 

March 31, 2013

 

 

March 31, 2012

 

Revenue

 

 

 

 

 

 

Rooms

 

 $

3,260,526

 

 

 $

2,704,265

 

Food and beverage

 

1,177,621

 

 

1,070,518

 

Telephone

 

6,747

 

 

6,192

 

Parking

 

201,510

 

 

166,652

 

Other (includes related party income of $103,692) and $94,915)

 

261,171

 

 

202,970

 

Total revenue

 

4,907,575

 

 

4,150,597

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

Rooms

 

908,751

 

 

836,342

 

Food and beverage

 

1,014,476

 

 

923,685

 

Telephone

 

27,327

 

 

26,390

 

Parking

 

93,561

 

 

89,524

 

General and administrative

 

415,149

 

 

385,612

 

Sales and marketing

 

347,652

 

 

330,519

 

Property taxes

 

129,000

 

 

94,933

 

Insurance

 

29,292

 

 

25,039

 

Utilities

 

154,377

 

 

160,908

 

Property operations and maintenance

 

179,853

 

 

175,012

 

Management fees to related party

 

145,506

 

 

122,116

 

Depreciation and amortization

 

971,908

 

 

851,131

 

Other operating

 

131,364

 

 

124,934

 

Total operating expenses

 

4,548,216

 

 

4,146,145

 

Operating income

 

359,359

 

 

4,452

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

Interest expense

 

513,287

 

 

437,128

 

Other expenses

 

513,287

 

 

437,128

 

Net loss

 

 $

(153,928

)

 

 $

(432,676

)

 

The accompanying notes are an integral part of these financial statements.

 

2


 

The Hutton Hotel

Statements of Changes in Net Parent Company Investment (unaudited)

Three Month Periods Ended March 31, 2013 and 2012

 

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

Balance at January 1

 

$

17,217,476

 

 

$

17,294,763

 

Net loss

 

(153,928

)

 

(432,676

)

Balance at March 31

 

 $

17,063,548

 

 

 $

16,862,087

 

 

The accompanying notes are an integral part of these financial statements.

 

3


 

The Hutton Hotel

Statements of Cash Flows (unaudited)

Three Month Periods Ended March 31, 2013 and 2012

 

 

 

Three Month

 

 

Three Month

 

 

 

Period Ended

 

 

Period Ended

 

 

 

March 31, 2013

 

 

March 31, 2012

 

Cash flows provided by operating activities

 

 

 

 

 

 

Net loss

 

 $

(153,928

)

 

 $

(432,676

)

Adjustments to reconcile net loss to net cash provided by operating activities

 

 

 

 

 

 

Depreciation and amortization

 

971,908

 

 

851,131

 

Amortization of deferred financing costs

 

966

 

 

32,473

 

Changes in assets and liabilities

 

 

 

 

 

 

Increase in inventories

 

(932

)

 

(2,634

)

Decrease (increase) in accounts receivable

 

3,387

 

 

(326,247

)

(Increase) decrease in other assets

 

(159,006

)

 

47,053

 

Decrease (increase) in due from affiliates

 

26,455

 

 

(16,894

)

(Decrease) increase in accounts payable and accrued expenses

 

(139,111

)

 

268,093

 

Increase in accrued interest

 

18,705

 

 

74,930

 

(Decrease) increase in accrued payroll and related costs payable to related party

 

(87,035

)

 

81,807

 

Increase in advance deposits

 

77,557

 

 

7,706

 

Net cash provided by operating activities

 

558,966

 

 

584,742

 

Cash flows provided by (used in) investing activities

 

 

 

 

 

 

Capital expenditures

 

(58,851

)

 

(64,575

)

Restricted cash

 

121,813

 

 

(191,791

)

Net cash provided by (used in) investing activities

 

62,962

 

 

(256,366

)

Cash flows used in financing activities

 

 

 

 

 

 

Additions to deferred financing costs

 

-

 

 

(292,256

)

Repayments of mortgage note payable

 

(250,246

)

 

(3,000,000

)

Net cash used in financing activities

 

(250,246

)

 

(3,292,256

)

Increase (decrease) in cash and cash equivalents

 

371,682

 

 

(2,963,880

)

Cash and cash equivalents

 

 

 

 

 

 

Beginning of period

 

1,344,982

 

 

3,976,875

 

End of period

 

 $

1,716,664

 

 

 $

1,012,995

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid for interest during the period

 

  $

493,617

 

 

  $

329,725

 

Capital expenditures financed through accounts payable at period-end

 

2,263

 

 

3,130

 

 

The accompanying notes are an integral part of these financial statements.

 

4


 

The Hutton Hotel

Notes to Financial Statements (unaudited)

March 31, 2013 and 2012

 

1.                           Organization and Operations

 

1808 West End Associates, L.P. was formed on March 23, 2007 to own a majority interest in 1808 West End Owner, L.L.C. and 1808 West End Operating, L.L.C., (collectively the “Owner”). The Owner was formed to purchase and redevelop, among other investments, an office building in Nashville, Tennessee into The Hutton Hotel (the “Hotel”), a 247 room full service hotel.

 

The Hotel opened for business in February 2009 and is operating under the Leading Hotels of the World name (Note 6). On May 29, 2013, the Owner sold the Hotel to a third party. 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.

 

2.                           Summary of Significant Accounting Policies

 

Basis of Accounting

The financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.  The financial statements only include the assets and liabilities of the Hotel and may not necessarily reflect the Hotel’s financial position, results of operations and cash flows in the future or what its financial position, results of operations 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.

 

Real Estate

Property, including land and building, and furniture, fixtures and equipment are recorded at cost.  The cost of major additions and betterments are capitalized; maintenance and repairs, which do not improve or extend the life of the respective assets, are charged to operations as incurred.  When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected in income for the period.

 

Depreciation is computed using the estimated useful lives of the assets.  For buildings and improvements, depreciation is computed on the straight-line basis over 39 years.  Furniture, fixtures and equipment principally represent hotel furniture and computer equipment and are depreciated on the straight-line basis over their estimated useful lives which range from five to seven years.

 

Management of the Hotel reviews the asset group for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  If the carrying amount of the asset exceeds its estimated undiscounted net cash flow, before interest, management would recognize an impairment loss equal to the difference between its carrying amount and its estimated fair value.  If impairment was recognized, the reduced carrying amount of the asset would be accounted for as its new cost.  For a depreciable asset, the new cost would be depreciated over the asset’s remaining useful life.  When fair value is required to be determined, it is estimated using a discounted cash flow, direct capitalization, or market comparison analysis.  The process of evaluating for impairment requires estimates as to future events and conditions, which are subject to varying market and economic factors.  Therefore, it is reasonably possible that a change in estimate resulting from judgments as to future events, including the estimated hold period, could occur which could affect the recorded amount of the Property.  As of March 31, 2013 and 2012, there was no impairment indicated.

 

5


 

The Hutton Hotel

Notes to Financial Statements (unaudited)

March 31, 2013 and 2012

 

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments having initial maturities of three months or less.

 

Restricted Cash

As of March 31, 2013 and 2012, restricted cash amounts are comprised of the following:

 

 

 

March 31,

 

March 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Furniture, fixtures, and equipment escrow

 

$

683,207

 

$

83,277

 

Real estate tax escrow

 

87,506

 

82,210

 

Insurance escrow

 

34,312

 

33,229

 

Other

 

3,500

 

3,500

 

 

 

$

808,525

 

$

202,216

 

 

 

Inventories

The carrying value of perishable food and beverage and gift shop inventories are based on physical inventories at the lower of cost or estimated fair value. Charges to departmental expenses are based on actual usage by the first-in, first-out method.

 

Deferred Costs

Deferred costs consist of the following and are amortized on the straight line basis which does not materially differ from applying the effective interest method:

 

Description

Period of Amortization

 

 

Deferred loan costs

Term of the loan

Franchise fee

Term of the agreement

 

Advance Deposits

Advance deposits consist of amounts collected for rooms, banquets, food and beverage, and other property operations in advance or providing the related services.

 

Revenue Recognition

Revenue is principally derived from the rental of rooms, food and beverage sales, telephone usage, parking, and other services. Revenue is recognized when rooms are occupied, when services have been performed, when products are delivered, and when collection is reasonably assured. Revenue is recorded net of any sales or occupancy taxes collected from guests. All discounts are recorded, when allowed, as a reduction in revenue and there are no material contingent obligations with respect to discounts offered by the Hotel.

 

Advertising and Promotion Costs

The costs of advertising, promotional and marketing programs are charged to operations in the year incurred and are included as sales, marketing and franchise fees in the accompanying statement of operations.

 

6


 

The Hutton Hotel

Notes to Financial Statements (unaudited)

March 31, 2013 and 2012

 

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. However, the Owner has elected to be treated as a partnership for tax purposes and the effects of its operations, which include the Hotel, accrue to its partners. The Hotel is subject to the statutory requirements of the states in which it conducts business.

 

The Owner applies authoritative guidance on accounting for and disclosure of uncertainty in tax provisions in accordance with ASC 740-10 Accounting for Uncertainty in Income Taxes. This guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance requires that an entity recognize in the financial statements the impact of a tax position if that position is more likely than not to be sustained on audit, based on the technical merits of the position. The guidance also provides clarification on de-recognition, balance sheet classification, interest and penalties, and footnote disclosures. At March 31, 2013 and 2012, management of the Hotel has determined that there are no material uncertain tax positions.

 

Credit and Other Risk

Concentrations of credit risk may exist with respect to the Hotel’s assets and liabilities.  Credit risk includes the possibility that a loss may occur from the failure of counterparties or issuers to make payments according to the terms of a contract as well as underlying tenants’ or guests’ inability or unwillingness to make contractually obligated payments. These conditions would negatively affect the Hotel’s future net income and cash flows.

 

Financial instruments that potentially subject the Hotel to significant concentrations of credit risk consist principally of cash instruments.  The Hotel maintains cash and cash equivalents in federally insured accounts.  Cash available in these accounts may, at times, exceed FDIC insurance limits.  The Hotel mitigates this risk by depositing funds with major financial institutions.

 

In the normal course of business, the Hotel intends to grant credit to customers who are primarily tourists, business or association groups, or corporate travelers.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Fair Value Measurements

Generally accepted accounting principles provides a definition of fair value which focuses on an exit price rather than an entry price, establishes a framework for measuring fair value which emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and requires expanded disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, the Hotel utilizes the fair value hierarchy required by GAAP which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

 

Level 1                 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Hotel has the ability to access at the measurement date.

 

7


 

The Hutton Hotel

Notes to Financial Statements (unaudited)

March 31, 2013 and 2012

 

Level 2                Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in the markets that are not considered to be active.

 

Level 3                Inputs that are unobservable.

 

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk.  Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors.  An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.  However, the determination of what constitutes “observable” requires significant judgment by the Hotel.  The Hotel considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, provided by multiple, independent sources that are actively involved in the relevant market.  The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the Hotel’s perceived risk of that investment.  ASC 820-10 (formerly FAS 157) was applied to the Owner’s investment in its interest rate cap, a derivative instrument, which has been classified as a Level 2 measurement (Note 5).

 

Fair Value for Financial Assets

Under generally accepted accounting principles, entities are allowed to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value.  If an entity elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings, and the entity must adhere to certain presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities.  The Hotel has not elected to fair value its mortgage loan.

 

3.                           Real Estate

 

At March 31, 2013 and 2012, the Hotel’s real estate is comprised of the following:

 

 

 

March 31,

 

March 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Land

 

$

3,307,869

 

$

3,307,869

 

Buildings and improvements

 

57,356,236

 

57,121,295

 

Furniture, fixtures and equipment

 

10,619,439

 

10,250,074

 

 

 

71,283,544

 

70,679,238

 

Less: Accumulated depreciation

 

(13,995,383)

 

(10,448,420)

 

Real estate, net

 

$

57,288,161

 

$

60,230,818

 

 

 

4.                           Related Parties

 

The Owner has entered into a Management Agreement with an affiliate (“Management Affiliate”) to perform property management and other services for the Hotel.  Pursuant to the Management Agreement between the parties, the Management Affiliate receives the following fees:

 

8


 

The Hutton Hotel

Notes to Financial Statements (unaudited)

March 31, 2013 and 2012

 

·                       A management fee equal to 3% of revenues, as defined in the Management Agreement, determined on a cash basis.  Management fees are charged to operating expenses as incurred.  For the three month periods ended March 31, 2013 and 2012, $145,506 and $122,116 respectively, of management fees were earned by the Management Affiliate of which $59,965 and $48,978, was owed to the Management Affiliate as of March 31, 2013 and 2012, respectively.

 

·                       In addition, the Management Affiliate charges a construction management fee equal to 4% of the first $10,000,000 of the project costs of any project (as defined in the Management Agreement) and 2% of the project costs in excess of $10,000,000. Construction management fees are capitalized to real estate in the accompanying balance sheet and depreciated in accordance with the method described in Note 2.  No construction management fees were earned by the Management Affiliate during the three month periods ended March 31, 2013 and 2012.

 

·                       Pursuant to the management agreement, all employees working at the Hotel are employed by the Management Affiliate who is fully reimbursed for all payroll, payroll taxes, and employee benefit costs.  For the three month periods ended March 31, 2013 and 2012, the Management Affiliate was reimbursed $1,416,404 and $1,320,693, respectively, for these costs which are included in operating expenses in the statements of operations within their respective hotel department.

 

A subsidiary of the Management Affiliate maintains an alcoholic beverage permit.  The Management Affiliate, with the consent of the Owner, has entered into a “Sub-Management Agreement” with the subsidiary to manage all aspects of the Hotel’s beverage operations.  Pursuant to the Sub-Management Agreement, the Hotel’s beverage revenue is used to pay the expenses in the following order of priority:

 

a.                  First, all operating expenses of the Hotel beverage operations, including the allocation of certain hotel operating expenses that are shared by the various hotel departments.

 

b.                 Second, the payment of a base fee of $29,167 per month.

 

c.                  Third, a percentage fee of 4.9% of gross beverage sales payable only to the extent that beverage sales exceed operating expenses and the base fee.

 

For the three month periods ended March 31, 2013 and 2012, a base fee of $87,500 and $87,500, respectively, and a percentage fee of $16,192 and $7,415, respectively, was paid to the Hotel by the subsidiary of the Management Affiliate.  The aggregate amounts of $103,692 and $94,915 are included in other revenue on the statements of operations.  In addition, for the three month periods ended March 31, 2013 and 2012, the Hotel incurred $150,944 and $147,975, respectively, of expenses on behalf of the beverage operations and allocated $55,901 and $53,245, respectively, of expenses incurred by the Hotel related to the beverage operations.  The allocated amounts are based on the relative revenues earned by the beverage operations to the total revenues earned by the Hotel multiplied by the expenses identified by management as related to both operations.  The net amounts receivable from the subsidiary of the Management Affiliate are $59,026 and $154,413 at March 31, 2013 and 2012, respectively.

 

In addition to the fees paid to the Management Affiliate, the Hotel reimbursed another affiliate for certain costs incurred in carrying out its obligations under the Management Agreement.  Such amounts totaled $8,745 and $10,086 for the three month periods ended March 31, 2013 and 2012,

 

9


 

The Hutton Hotel

Notes to Financial Statements (unaudited)

March 31, 2013 and 2012

 

respectively, and are included in operating expenses on the accompanying statements of operations.

 

5.                           Mortgage Note Payable

 

The Owner obtained a mortgage loan from a bank in the amount of $47,649,078. An initial advance in the amount of $8,675,129 was made on June 12, 2007 for a portion of the acquisition cost of the property. The balance of the loan facility was available to fund a portion of the Hotel’s redevelopment plan. The loan is secured by a first mortgage on the Hotel’s real property and substantially all of the Hotel’s other assets. The aforementioned mortgage loan and initial advance amounts have been adjusted to eliminate the portion related to the Owner’s other investments. For the purposes of these carve-out financial statements, the total cost basis of the Owner’s other investments was eliminated from the mortgage note payable and equity on a proportionate basis to the original capitalization of 1808 West End Associates, L.P.

 

Pursuant to the terms of the mortgage note, the loan had an initial maturity date of January 9, 2010 with three one-year extension options. The Owner exercised its second one-year extension option and extended the maturity date of the loan until January 8, 2012.  Interest is payable monthly in arrears at the one month LIBOR rate plus 2.05% per annum. No principal is due until the maturity of the loan.

 

In lieu of exercising its third extension, on January 20, 2012, the Owner entered into a Note Extension and Modification Agreement with the bank having the following significant terms:

 

a.                  A $3,000,000 principal payment at the inception of the modification.

 

b.                 Maturity date extended to January 8, 2015.

 

c.                  Interest at the one month LIBOR rate plus 3% for 2012 and LIBOR plus 4% thereafter with LIBOR assumed to be 1% for any period where the actual LIBOR rate is less than 1%. Interest is payable monthly in arrears.

 

d.                 Mandatory quarterly principal prepayments are required based on net operating income as defined in the loan agreement.  For those quarterly periods where cash balances are less than $1,000,000 as of the end of the quarter, a principal prepayment equal to 50% of the net operating income for the quarter is required.  For those quarters where cash balances are greater than $1,000,000 as of the end of the quarter, a principal prepayment of 100% of net operating income is required. Quarterly principal prepayments totaling $250,246 and $0, were made during the three month periods ended March 31, 2013 and 2012, respectively.

 

e.                  A fee of $238,000 was paid to the lender.

 

As of December 10, 2013 and 2014, the Hotel is required under the terms of the Extension and Modification Agreement to maintain a debt yield greater that 10%. Debt yield is defined as net operating income for the trailing twelve month period divided by the then outstanding principal balance. If the Hotel’s debt yield is less than 10% on December 10, 2013 or 2014, it is required to make a principal payment in an amount sufficient to allow it to achieve the debt yield requirements of the Extension and Modification Agreement.

 

As required by the Extension and Modification Agreement, in order to minimize its exposure to LIBOR volatility, the Owner purchased an interest rate cap agreement (the “CAP Agreement”) from

 

10


 

The Hutton Hotel

Notes to Financial Statements (unaudited)

March 31, 2013 and 2012

 

an institutional counterparty with a notional amount of $47,649,078 for the period from December 10, 2011 through January 9, 2013. The Owner paid $23,787 for the CAP Agreement. The CAP Agreement provides that in the event LIBOR exceeds 2.50% during any month, the financial institution will pay the incremental interest. For the three month periods ended March 31, 2013 and 2012, no amounts were received from the financial institution.

 

The Owner did not meet the initial and period documentation with respect to this agreement for purposes of utilizing hedge accounting for the instrument. Accordingly, this instrument is reflected at its fair market value with changes in value during the period reflected as a charge or benefit to interest expense in the statement of operations. As of March 31, 2013 and 2012, the CAP agreement had a nominal fair value. The fair value of the CAP Agreement generally reflects the amount that would be received from the counterparty to terminate the CAP Agreement.

 

6.                           Commitments and Contingencies

 

The Owner operates the Hotel as one of the Leading Hotels of the World (“LHW”) and entered into both a Marketing Services Agreement and Reservation Services Agreement. Both agreements commenced on November 1, 2008 and had initial terms of three years. Under the Marketing Services Agreement, the Hotel is provided, among other things, with a license to the LHW name, to participate in the LHW marketing programs and to be included in the LHW directory. The Reservation Services Agreement provides for fees to be paid to LHW for voice, internet or group reservations provided by LHW. During the three months ended March 31, 2012, the total fee to be paid under both the Marketing Services Agreement and Reservation Services Agreement amounted to $70,218 and was based on 2.75% of room revenues. Commencing on November 1, 2012, the agreements with LHW were renewed for a period of two years and were amended to provide for a fixed quarterly fee under the Marketing Services Agreement of $45,078 and a per reservation fee under the Reservation Services Agreement. For the three month period ended March 31, 2013 the Hotel paid LHW fees totaling $89,122 consisting of $45,078 for services under the Marketing Services Agreement and $44,044 for services under the Reservation Services Agreement.

 

In the normal course of business, the Owner enters into contracts or agreements that contain a variety of representations and warranties which provide general indemnification.  The Hotel’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Owner and/or its affiliates that have not yet occurred.  However, based on experience, management expects the risk of loss to be remote.

 

The Owner is from time to time is a defendant in litigation arising in the normal course of business.  Management does not believe the outcome of such litigation will have a material adverse effect on the financial position or results of operations of the Hotel.

 

7.                          Subsequent Events

 

On May 9, 2013, the Owner entered into an agreement to sell the Hotel to an unaffiliated third party for a contractual price of $73,600,000. The sale of the Hotel was completed on May 29, 2013. The acquirer did not assume any amounts due under the mortgage payable as it was repaid in full.

 

The Hotel has determined that no other material events or transactions occurred subsequent to March 31, 2013 and through August 12, 2013, the date of the financial statements issuance, which require additional disclosure in the financial statements.

 

11