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EX-99.3 - EX-99.3 - CONDOR HOSPITALITY TRUST, INC.cdor-20180119xex99_3.htm
EX-23.1 - EX-23.1 - CONDOR HOSPITALITY TRUST, INC.cdor-20180119xex23_1.htm
EX-10.3 - EX-10.3 - CONDOR HOSPITALITY TRUST, INC.cdor-20180119xex10_3.htm
8-K/A - 8-K/A - CONDOR HOSPITALITY TRUST, INC.cdor-20180119x8ka.htm

 Exhibit 99.2



























MB Hospitality (AUSN), LP



Financial Statements



September 30, 2017 and 2016






 



MB Hospitality (AUSN), LP



September 30, 2017 and 2016







Table of Contents





 



Page(s)



 

Balance Sheets

2



 

Statements of Operations

3



 

Statements of Partners’ Capital

4



 

Statements of Cash Flows

5



 

Notes to Financial Statements

6-9













 


 

 











MB Hospitality (AUSN), LP



Balance Sheets









 

 

 

 

 

 



 

As of September 30,



 

2017

 

2016



 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

797,519 

 

$

657,285 

Reserve and escrow accounts

 

 

409,567 

 

 

 -

Prepaid expenses and other current assets

 

 

254,756 

 

 

1,000 

Total current assets

 

 

1,461,842 

 

 

658,285 

Property and equipment

 

 

 

 

 

 

Land and land improvements

 

 

1,446,162 

 

 

1,446,162 

Buildings and improvements

 

 

9,922,924 

 

 

 -

Furniture, fixtures and equipment

 

 

1,924,759 

 

 

 -

Computer software and equipment

 

 

1,080 

 

 

 -

Construction in progress

 

 

 -

 

 

8,874,280 



 

 

13,294,925 

 

 

10,320,442 

Less accumulated depreciation

 

 

(414,351)

 

 

 -

Total property and equipment, net

 

 

12,880,574 

 

 

10,320,442 

Other assets, net of accumulated amortization

 

 

134,464 

 

 

188,041 

Total Assets

 

$

14,476,880 

 

$

11,166,768 



 

 

 

 

 

 

Liabilities and Partners' Capital

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

21,813 

 

$

724,584 

Accrued expenses and other liabilities

 

 

420,807 

 

 

457 

Total current liabilities

 

 

442,620 

 

 

725,041 

Line of credit

 

 

10,107,233 

 

 

6,125,713 

Total liabilities

 

 

10,549,853 

 

 

6,850,754 

Commitments and contingencies

 

 

 

 

 

 

Partners' capital

 

 

 

 

 

 

General partner

 

 

393 

 

 

432 

Limited partners

 

 

3,926,634 

 

 

4,315,582 

Total partners' capital

 

 

3,927,027 

 

 

4,316,014 

Total Liabilities and Partners' Capital

 

$

14,476,880 

 

$

11,166,768 



See accompanying notes to financial statements.



 

2

 


 

 



MB Hospitality (AUSN), LP



Statements of Operations









 

 

 

 

 

 



 

Nine Months Ended September 30,



 

2017

 

2016



 

 

 

 

 

 

Revenues

 

$

2,432,744 

 

$

 -

Costs and expenses

 

 

 

 

 

 

Rooms

 

 

579,375 

 

 

 -

General and administrative

 

 

571,505 

 

 

30,681 

Advertising and marketing

 

 

64,583 

 

 

1,722 

Repairs and maintenance

 

 

37,042 

 

 

156 

Utilities

 

 

112,833 

 

 

 -

Property taxes and insurance

 

 

189,589 

 

 

 -

Management fee and owners' expense

 

 

97,454 

 

 

 -

Information and telecommunication systems

 

 

40,760 

 

 

851 

Other expenses

 

 

7,318 

 

 

 -

Total costs and expenses

 

 

1,700,459 

 

 

33,410 

Operating income (loss)

 

 

732,285 

 

 

(33,410)

Interest expense

 

 

329,186 

 

 

49,695 

Depreciation and amortization

 

 

414,351 

 

 

 -

Net loss

 

$

(11,252)

 

$

(83,105)



 

 

 

 

 

 



See accompanying notes to financial statements.





 

3

 


 

 





MB Hospitality (AUSN), LP



Statements of Partners’ Capital



For the Nine Months Ended September 30, 2107 and 2016









 

 

 

 

 

 

 

 

 



 

General Partner

 

Limited Partners

 

Total

Balance, January 1, 2016

 

$

440 

 

$

4,398,679 

 

$

4,399,119 

Net loss

 

 

(8)

 

 

(83,097)

 

 

(83,105)

Balance, September 30, 2016

 

$

432 

 

$

4,315,582 

 

$

4,316,014 



 

 

 

 

 

 

 

 

 

Balance January 1, 2017

 

$

419 

 

$

4,187,860 

 

$

4,188,279 

Distribution

 

 

(25)

 

 

(249,975)

 

 

(250,000)

Net loss

 

 

(1)

 

 

(11,251)

 

 

(11,252)

Balance, September 30, 2017

 

$

393 

 

$

3,926,634 

 

$

3,927,027 



See accompanying notes to financial statements.

 

4

 


 

 



MB Hospitality (AUSN), LP



Statements of Cash Flows











 

 

 

 

 

 



 

Nine Months Ended September 30,



 

2017

 

2016

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(11,252)

 

$

(83,105)

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

 

 

 

 

 

 

Depreciation

 

 

414,351 

 

 

 -

Amortization of deferred financing costs

 

 

49,695 

 

 

49,695 

Amortization of franchise fees

 

 

1,250 

 

 

 -

Changes in operating assets and liabilities:

 

 

 

 

 

 

Reserve and escrow accounts

 

 

(409,567)

 

 

 -

Prepaid expenses and other current assets

 

 

(200,977)

 

 

(1,000)

Accounts payable

 

 

(319,176)

 

 

 -

Due to affiliate

 

 

(142,176)

 

 

(13,513)

Accrued expenses and other liabilities

 

 

420,646 

 

 

457 

Net cash provided by (used in) operating activities

 

 

(197,206)

 

 

(47,466)



 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

 

(886,982)

 

 

(7,659,406)

Net cash used in investing activities

 

 

(886,982)

 

 

(7,659,406)



 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Distribution to partners

 

 

(250,000)

 

 

 -

Proceeds from line of credit

 

 

1,472,210 

 

 

6,124,713 

Net cash provided by financing activities

 

 

1,222,210 

 

 

6,124,713 

Net increase (decrease) in cash and cash equivalents

 

 

138,022 

 

 

(1,582,159)

Cash and equivalents at beginning of period

 

 

659,497 

 

 

2,239,444 

Cash and equivalents at end of period

 

$

797,519 

 

$

657,285 



 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

279,491 

 

$

44,229 



 

 

 

 

 

 

Non-cash investing activities:

 

 

 

 

 

 

Purchase of property and equipment

 

$

 -

 

$

495,842 



See accompanying notes to financial statements.

 

5

 


 

 



MB Hospitality (AUSN), LP



Notes to Financial Statements



September 30, 2017 and 2016



Note 1 - Summary of Significant Accounting Policies



Description of business



MB Hospitality (AUSN), LP (“the Partnership”), a  Texas limited partnership,  was formed on January 22, 2015The Partnership was formed to develop, own and operate a hotel in Austin, Texas consisting of 122 guest rooms and related amenities and facilities. The hotel opened on January 3, 2017.



Organization



The Partnership’s ownership structure is comprised of a General Partner with a 0.01% interest and two Limited Partners with 4.99% and 95.00% interests.  Profit and losses are allocated proportionally to the partners based on their respective capital percentages.  The partnership agreement has a term lasting until December 31, 2065, unless sooner dissolved in accordance with the agreement.



Cash equivalents



For purposes of the statements of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.



Reserve and escrow accounts



The Partnership’s reserve and escrow accounts consists of escrow deposits to be used for future improvements to the property and for property and insurance tax payments.



Property and equipment



Property and equipment are stated at cost. Depreciation is calculated on the straight-line method based upon the estimated useful lives of the assets as follows:







 



Useful Lives

Building improvements

27.5 years

Building

39 years

Computer software and equipment

5 years

Furniture, fixtures and equipment

7 years

Land improvements

15 years



 



Improvements that extend the life of the asset are capitalized.  Maintenance and repairs are charged to expense as incurred. 



The Partnership reviews its properties whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable through operations. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the property exceeds its fair value.  The Partnership does not believe that any such changes have occurred and as such there were no impairment losses recorded in 2017 or 2016.  



 

6

 


 

 



MB Hospitality (AUSN), LP



Notes to Financial Statements



September 30, 2017 and 2016



Note 1 - Summary of Significant Accounting Policies (Continued)



Accounts receivable



Accounts receivable consist of unbilled hotel guest charges for guests staying at the hotel at period-end and corporate account customer charges from various times throughout the year.  The Partnership estimates an allowance for doubtful accounts based on historical activity, with no allowance deemed necessary as of September 30, 2017 and 2016.



Other assets



Other assets include deferred franchise fees. Deferred franchise fees represent the initial fees to obtain the right to operate the hotel under the System Hotel name. Deferred franchise fees are amortized on a straight-line basis from the date the hotel opened for business through the expiration date of the franchise agreement.



Deferred financing costs



Deferred financing costs are incurred in connection with the issuance of long-term debt, and are capitalized and amortized using the straight-line method, which approximates the interest method, over the expected terms of the related debt agreements.



Income taxes



The Partnership is organized as a Texas limited partnership and therefore, income and losses are reported in the tax returns of the partners.  



The Partnership recognizes in the financial statements the impact of an uncertain tax position only if that position is more likely than not of being sustained upon examination by the taxing authority. Should the Partnership be subject to examination by the taxing authority, any adjustments required would be passed through to the partners’ for their share of such adjustments.



Revenue recognition



Revenues are recognized when services have been performed, generally at the time of the hotel stay or at the point of sale.



Advertising



Advertising costs are expensed as incurred. Advertising expense was $64,583 and $1,722, for the  nine months ended September 30, 2017 and 2016, respectively, which is included in advertising and marketing on the accompanying statements of operations.



Concentrations of credit risk



The Partnership operates one hotel. Future operations could be affected by economic or other conditions in its geographical area or by changes in the travel and tourism industry.



 

7

 


 

 



MB Hospitality (AUSN), LP



Notes to Financial Statements



September 30, 2017 and 2016





Note 1 - Summary of Significant Accounting Policies (Continued)



Concentrations of credit risk (continued)



Financial instruments which potentially subject the Partnership to concentrations of credit risk are primarily cash and cash equivalents.  The Partnership maintains cash accounts in major U.S. financial institutions. The balances of these accounts occasionally exceed the federally insured limits, although no losses have been incurred in connection with such cash balances.



Use of estimates



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



Note 2 - Credit Facility



Effective November 18, 2015, the Partnership entered into a credit facility with a financial institution that allows for draws up to $10,290,000.  Interest is due monthly with the  outstanding  principal balance and any accrued but unpaid interest due at maturity on  November 18, 2018.  The credit facility is secured by the hotel and partners’ guarantees. Interest accrues at a rate of LIBOR plus 3% per annum. As of September 30, 2017 and 2016, the interest rate was 4.23% and 3.53%, respectively.  



For the nine months ended September 30, 2016, the Partnership capitalized $44,229 of interest from the credit facility related to the construction of the hotel.



In connection with the credit facility, the Partnership incurred deferred financing costs of $198,779.  The Partnership recorded $49,695 of interest expense related to the deferred financing costs of the credit facility for the nine months ended September 30, 2017 and 2016. The unamortized debt financing cost was $71,781 and $138,041 at September 30, 2017 and 2016,  respectively.



Note 3 - Related Party Transactions



For the nine months ended September 30, 2017 and 2016, the Partnership incurred $36,501 and $0, respectively, in asset management fees, to a related party for hotel management functions. The management fee is calculated based on 1.5% of gross revenue.



Note 4 - Commitments and Contingencies



Subsequent to September 30, 2017, the Partnership received a letter of intent for the purchase of the hotel from a public company. There is a due diligence period of 45 days with closing set to occur 30 days after the due diligence period.



8

 


 

 

MB Hospitality (AUSN), LP



Notes to Financial Statements



September 30, 2017 and 2016



Note 5 - Subsequent Events



The Partnership has evaluated for subsequent events through December 26, 2017, which is the date the financial statements were available to be issued and has determined that there are no other items that require disclosure.



9