Attached files

file filename
8-K/A - AMENDMENT TO FORM 8-K - Summit Hotel Properties, Inc.a15-25588_18ka.htm
EX-99.2 - EX-99.2 - Summit Hotel Properties, Inc.a15-25588_1ex99d2.htm
EX-23.1 - EX-23.1 - Summit Hotel Properties, Inc.a15-25588_1ex23d1.htm

Exhibit 99.1

 

Independent Auditor’s Report

 

To Management of Noble Investment Management, LLC:

 

We have audited the accompanying combined financial statements of the Noble Portfolio (the “Company”), which comprise the combined balance sheets at December 31, 2014 and 2013 and related combined statements of operations and statements of cash flows for each of the years ended December 31, 2014, 2013, and 2012.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on the combined financial statements based on our audits.  We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements.  The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error.  In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the combined 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 Company’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 combined 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 financial position of the Company as of December 31, 2014 and 2013 and the results of its operations and its cash flows for the years ended December 31, 2014, 2013 and 2012 in accordance with accounting principles generally accepted in the United States of America.

 

/s/ PricewaterhouseCoopers

December 23, 2015

Atlanta, Georgia

 



 

NOBLE PORTFOLIO

 

COMBINED BALANCE SHEETS

 

 

 

December 31,

 

 

 

2014

 

2013

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

INVESTMENTS IN REAL ESTATE, net

 

$

103,781,670

 

$

106,430,153

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

2,559,655

 

2,758,689

 

 

 

 

 

 

 

RESTRICTED CASH

 

3,137,736

 

3,902,329

 

 

 

 

 

 

 

ACCOUNTS RECEIVABLE, net

 

664,463

 

558,107

 

 

 

 

 

 

 

OTHER ASSETS, net

 

1,177,736

 

862,462

 

 

 

 

 

 

 

Total assets

 

$

111,321,260

 

$

114,511,740

 

 

 

 

 

 

 

LIABILITIES AND EOUITY

 

 

 

 

 

 

 

 

 

 

 

NOTES PAYABLE

 

$

73,767,515

 

$

62,594,772

 

 

 

 

 

 

 

OTHER LIABILITIES:

 

 

 

 

 

Accounts payable and accrued liabilities

 

2,717,681

 

3,508,986

 

Accrued interest payable

 

226,465

 

290,850

 

Total liabilities

 

76,711,661

 

66,394,608

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (see Note 10)

 

 

 

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

34,609,599

 

48,117,132

 

Total equity

 

34,609,599

 

48,117,132

 

 

 

 

 

 

 

Total liabilities and equity

 

$

111,321,260

 

$

114,511,740

 

 

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

 

1



 

NOBLE PORTFOLIO

 

COMBINED STATEMENTS OF OPERATIONS

 

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

REVENUES:

 

 

 

 

 

 

 

Rooms

 

$

31,562,561

 

$

27,868,727

 

$

24,010,674

 

Food and beverage

 

2,062,992

 

1,936,935

 

1,566,302

 

Other

 

1,633,899

 

1,376,261

 

1,273,185

 

Total hotel revenues

 

35,259,452

 

31,181,923

 

26,850,161

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

Direct hotel expenses:

 

 

 

 

 

 

 

Rooms

 

6,563,049

 

6,209,889

 

5,492,258

 

Food and beverage

 

1,387,297

 

1,299,455

 

1,119,725

 

Other

 

870,257

 

754,445

 

688,018

 

Non-departmental

 

9,387,087

 

9,016,384

 

7,953,471

 

Property tax, insurance, property management fees and other fixed expenses

 

2,983,994

 

2,820,953

 

2,654,212

 

Depreciation and amortization

 

4,322,261

 

4,056,074

 

3,045,321

 

Total operating expenses

 

25,513,945

 

24,157,200

 

20,953,005

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

9,745,507

 

7,024,723

 

5,897,156

 

Interest expense

 

(3,751,316

)

(3,773,399

)

(3,643,358

)

 

 

 

 

 

 

 

 

NET INCOME

 

$

5,994,191

 

$

3,251,324

 

$

2,253,798

 

 

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

 

2



 

NOBLE PORTFOLIO

 

COMBINED STATEMENT OF CHANGES IN EOUITY

 

 

 

TOTAL EQUITY

 

 

 

 

 

Balance as of December 31, 2011

 

$

31,362,125

 

Distributions

 

(3,522,263

)

Contributions

 

23,239,911

 

Net income

 

2,253,798

 

Balance as of December 31, 2012

 

53,333,571

 

Distributions

 

(8,467,763

)

Net income

 

3,251,324

 

Balance as of December 31, 2013

 

48,117,132

 

Distributions

 

(20,252,832

)

Contributions

 

751,108

 

Net income

 

5,994,191

 

Balance as of December 31, 2014

 

$

34,609,599

 

 

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

 

3



 

NOBLE PORTFOLIO

 

COMBINED STATEMENTS OF CASH FLOWS

 

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

5,994,191

 

$

3,251,324

 

$

2,253,798

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

 

Bad debt expense

 

16,446

 

25,465

 

24,491

 

Amortization of deferred financing costs

 

238,592

 

223,596

 

217,651

 

Depreciation amortization

 

4,322,261

 

4,056,074

 

3,045,321

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

(122,802

)

1,610

 

(1,192,448

)

Other assets

 

(103,120

)

(37,124

)

(313,160

)

Restricted cash

 

(12,738

)

149,757

 

(438,199

)

Accounts payable and accrued liabilities

 

(791,305

)

319,583

 

542,913

 

Accrued interest payable

 

(64,385

)

47,736

 

47,990

 

 

 

 

 

 

 

 

 

Net cash from operating activities

 

9,477,140

 

8,038,021

 

4,188,357

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVlTIES:

 

 

 

 

 

 

 

Additions to investments in real estate

 

(1,649,595

)

(4,615,760

)

(37,961,636

)

Change in restricted cash

 

(224,240

)

276,675

 

(1,988,362

)

 

 

 

 

 

 

 

 

Net cash (used in) provided by investing activities

 

(1,873,835

)

(4,339,085

)

(39,949,998

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Cash contributions

 

751,108

 

 

23,239,911

 

Cash distributions

 

(20,252,832

)

(8,467,763

)

(3,522,263

)

Proceeds from note payable

 

28,067,836

 

1,437,384

 

23,606,536

 

Principal payments on notes payable

 

(16,895,093

)

(909,183

)

(756,843

)

Payment of deferred financing costs

 

(469,474

)

 

(297,171

)

Purchase of interest rate derivative instruments

 

(5,455

)

 

 

Change in restricted cash

 

1,001,571

 

4,498,713

 

(5,626,839

)

 

 

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

(7,802,339

)

(3,440,849

)

36,643,331

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

(199,034

)

258,087

 

881,690

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of year

 

2,758,689

 

2,500,602

 

1,618,912

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, end of year

 

$

2,559,655

 

$

2,758,689

 

$

2,500,602

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

Interest paid

 

$

3,610,622

 

$

3,576,773

 

$

3,749,709

 

Assets assumed at acquisition

 

$

 

$

 

$

1,055,749

 

Liabilities assumed at acquisition

 

$

 

$

 

$

61,341

 

 

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

 

4



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

1. ORGANIZATION:

 

Affiliates of Noble Investment Group, LLC (“Noble”), a leading lodging and hospitality real estate private equity firm, own four hotels, through subsidiaries of two of its funds that Noble manages (the “Funds”), that are subject to a purchase and sale agreement with Summit Hotel OP, LP, (“Summit”) a subsidiary of Summit Hotel Properties, Inc.  Collectively, the four hotels are referred to as the “Noble Portfolio” or the “Company”. The Noble Portfolio consists of 721 rooms in three states.  A subsidiary of Noble is the manager of each of the Funds. The hotels are managed by Noble-Interstate Management Group, LLC, a subsidiary of Interstate Hotels and Resorts, Inc.

 

Each of the hotels consists of a real estate entity (the “Realco”) and an operating entity (the “Opco”).  The Realco leases the real estate to the Opco. All of the Opcos and Realcos are organized as single member limited liability companies that are owned by the respective Funds and are registered in Delaware.  The table below lists the hotel name, location, number of rooms and costs, before depreciation, as of December 31, 2014 and 2013.

 

 

 

 

 

 

 

December 31,

 

Property Name

 

City, State

 

Rooms

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Hyatt House Miami Airport

 

Miami, FL

 

156

 

$

20,755,137

 

$

20,243,188

 

Courtyard by Marriott Atlanta | Emory University/Decatur

 

Decatur, GA

 

179

 

28,675,379

 

28,306,756

 

Residence Inn by Marriott Atlanta Midtown

 

Atlanta, GA

 

160

 

28,572,089

 

27,855,449

 

Courtyard by Marriott Nashville | Vanderbilt University

 

Nashville, TN

 

226

 

38,131,847

 

38,079,464

 

 

 

 

 

721

 

$

116,134,451

 

$

114,484,856

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

Principles of combination

 

The combined financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  All significant intercompany balances and transactions have been eliminated.

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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.

 

Investments in rea1estate

 

The Company allocates the purchase price of properties acquired to land, land improvements, buildings and furniture, fixtures and equipment based on their respective fair values at the date of acquisition. The Company utilizes various estimates, processes and information to determine the respective values. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and information obtained about each property as a result of the Company’s pre-acquisition due diligence. Allocations are based on purchase price allocation studies performed by independent third parties or on the Company’s analysis of comparable properties in the Company’s portfolio.

 

Real estate investments are carried at depreciated cost net of acquisition costs and net of any reductions for impairment. Acquisition costs are included in the carrying value of real estate investments when the investment is not considered to be a business combination. Expenditures for ordinary repairs and maintenance are expensed as incurred. Significant renovations and improvements, which improve or extend the useful life of the assets, are capitalized.

 

5



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

Investments in real estate consist of the following:

 

 

 

December 31,

 

 

 

2014

 

2013

 

Land and improvements

 

$

15,901,509

 

$

15,901,509

 

Buildings and improvements

 

87,074,396

 

87,126,841

 

Furniture, fixtures and equipment

 

13,158,547

 

11,456,506

 

Total cost

 

116,134,451

 

114,484,856

 

Accumulated depreciation and amortization

 

(12,352,781

)

(8,054,703

)

Investments in real estate, net

 

$

103,781,670

 

$

106,430,153

 

 

Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets as follows: buildings and improvements over 39 years; furniture, fixtures and equipment over 6 years; and computer equipment over 4 years.  For the years ended December 31, 2014, 2013 and 2012, the Company recognized depreciation expense of $4.3 million, $4.0 million and $3.0 million, respectively.

 

When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. The estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of demand, competition and other factors. If impairment exists, due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used.

 

Cash and cash equivalents

 

The Company considers all highly liquid investments purchased with a maturity of three months or less that are not restricted to be cash equivalents. Cash equivalents are placed with reputable institutions and the balances may at times exceed federally insured deposit levels; however, the Company has not experienced any losses in such accounts.

 

Accounts receivable and related allowance for doubtful accounts

 

Accounts receivable consist of amounts owed by guests staying in the hotels as of December 31, 2014 and 2013 and amounts due from business customers or groups. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on receivable loss experience, known and inherent credit risks, current economic conditions and other relevant factors including specific reserves for certain accounts. The allowance for doubtful accounts is $9,475 and $3,204 as of December 31, 2014 and 2013, respectively.

 

Deferred financing costs

 

Deferred financing costs incurred in connection with the issuance of the notes payable are amortized over the contractual lives of the related notes payable using the straight-line method, adjusted for actual prepayments, which approximates the effective interest method. The respective amortization is included in interest expense in the accompanying combined statements of operations.

 

Deferred franchise fees

 

The Company amortizes initial payments for franchises using the straight-line method over the lives of the franchise agreements, which range from 11 to 17 years. The respective amortization is included in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss.

 

Inventory

 

Inventories consist principally of food and beverage products and are stated at the lower of cost (as determined on a first-in, first-out basis) or market value. Inventories are included in other assets in the accompanying consolidated balance sheets.

 

6



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

Revenue recognition

 

Revenues include room, food and beverage, and other hotel revenues such as guest telephone charges, equipment rentals, vending income, in-room movie sales, parking and business centers. Revenues from the hotels are recognized when the services are delivered and are recorded net of any sales or occupancy taxes collected from guests.

 

Non-departmental expenses

 

Non-departmental expenses include hotel-level general and administrative expenses, advertising and marketing costs, repairs and maintenance, frequent guest programs, franchise fees and utility costs. Non-departmental expenses are expensed as incurred.

 

Advertising and marketing

 

Advertising and marketing costs are expensed as incurred or as the advertising takes place. Advertising and marketing costs were $4.0 million, $3.5 million and $2.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. Included in marketing costs are fees (generally a percentage of room revenue) payable to marketing funds of the franchisor of the hotels.

 

Income taxes

 

The Realcos and Opcos are not taxpaying entities and, accordingly, record no federal income taxes, although some Realcos and Opcos are taxed at the state level. The respective Funds are responsible for reporting their share of the Company’s taxable income (loss) on their income tax returns.

 

Concentration of credit risk

 

As of December 31, 2014, based on total revenues, the Company’s hotels are concentrated in Georgia (44.0%), Tennessee (33.6%) and Florida (22.4%).

 

Segment reporting

 

The Company considers each of its hotels to be an operating segment, none of which meets the threshold for a reportable segment as prescribed by the authoritative accounting guidance.  The Company allocates resources and assesses operating performance based on each individual hotel. Additionally, the Company aggregates these individual segments into one segment using the criteria established by the authoritative accounting guidance, including the similarities of its product offering, types of customers and method of providing service.

 

3. RELATED PARTY TRANSACTIONS:

 

As a standard course of business, Noble purchases property and casualty insurance from third party providers on behalf of the Company’s hotels and incurs other administrative costs.  Noble is reimbursed for those direct costs by the Company.  The total third party costs reimbursed to Noble by the Company were $141,316 for the year ended December 31, 2014 and $132,312 for the year ended December 31, 2013.

 

The Company entered into construction management and development agreements with Noble Development Group, LLC, an affiliate of Noble (the “Development affiliate”), for its hotels or construction projects whereby the Development affiliate is responsible for managing, arranging, supervising and coordinating the planning, design, construction and completion of the renovation or construction project.  Each development agreement provides for payment amounts approved by the Fund’s Advisory Board and are in a contract form approved by the Fund’s Advisory Board.  In addition, the Development affiliate employs project managers and other project level employees responsible for supervising and coordinating the hotel renovations and new developments, and passes the direct costs of these employees through to the Company at cost.  Total fees for construction management and development services and amounts reimbursed to the Development affiliate by the Company were $57,135 for the year ended December 31, 2014 and $132,898 for the year ended December 31, 2013.

 

At December 31, 2014 and December 31, 2013, the amounts due (to) from related parties were ($11,158) and $23,118, respectively.

 

4. HOTEL MANAGEMENT AGREEMENTS:

 

The Company has engaged Noble-Interstate Management Group, LLC to manage its hotels. The management agreements provide for the payment of base fees (generally based on fixed percentages of the gross revenues of the hotels managed). For the years ended December 31, 2014, 2013 and

 

7



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

2012, the Company incurred base management fees of $1.1 million, $935,456 and $805,524 which are included in property tax, insurance, property management fees and other fixed expenses in the accompanying combined statements of operations. The management agreements have remaining terms ranging from six to eight years as of December 31, 2014.

 

5. RESTRICTED CASH:

 

As of December 31, 2014 and 2013, restricted cash consists of the following:

 

 

 

December 31,

 

 

 

2014

 

2013

 

Furniture, fixtures and equipment reserve

 

$

2,554,994

 

$

2,330,754

 

Real estate taxes reserve

 

351,621

 

346,613

 

Debt service reserve

 

126,555

 

1,128,126

 

Insurance reserve

 

104,566

 

96,836

 

 

 

$

3,137,736

 

$

3,902,329

 

 

The above noted reserves are generally required and controlled by the lenders of the notes payable described in Note 7 and are restricted for specific use. The Company considers all changes in restricted cash to be investing activities in the consolidated statements of cash flows as the cash is invested in interest bearing accounts.

 

6. OTHER ASSETS:

 

As of December 31, 2014 and 2013, other assets consist of the following:

 

 

 

December 31,

 

 

 

2014

 

2013

 

Prepaid expenses

 

$

205,744

 

$

122,791

 

Franchise fees, net

 

268,515

 

288,407

 

Security deposits

 

35,915

 

34,770

 

Inventory

 

40,380

 

36,783

 

Deferred financing costs, net of accumulated amortization of $345,474 and $527,541 as of December 31, 2014 and 2013, respectively

 

627,182

 

379,711

 

 

 

$

1,177,736

 

$

862,462

 

 

7. NOTES PAYABLE:

 

The Company has the following notes payable outstanding as of December 31, 2014 and 2013:

 

 

 

Maturity

 

 

 

December 31,

 

Indebtedness

 

Date

 

Interest Rate

 

2014

 

2013

 

Courtyard by Marriott Nashville | Vanderbilt University

 

4/1/2016

 

5.82%

 

$

17,911,229

 

$

18,294,107

 

Hyatt House Miami Airport

 

5/16/2016

 

LIBOR + 3.50%

 

14,360,438

 

13,424,865

 

Residence Inn by Marriott Atlanta Midtown

 

8/1/2016

 

5.55%

 

14,495,848

 

14,818,051

 

Courtyard by Marriott Atlanta | Emory University/Decatur

 

1/5/2020

 

LIBOR + 3.40%

 

27,000,000

 

16,057,749

 

 

 

 

 

 

 

$

73,767,515

 

$

62,594,772

 

 

8



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

As of December 31, 2014, scheduled principal maturities associated with the notes payable are as follows:

 

Year Ending December 31,

 

Amount

 

2015

 

$

1,600,356

 

2016

 

46,479,771

 

2017

 

722,175

 

2018

 

749,022

 

2019

 

776,867

 

Thereafter

 

23,439,324

 

 

 

$

73,767,515

 

 

8.    NON-DEPARTMENTAL EXPENSES

 

For the years ended December 31, 2014, 2013 and 2012, non-departmental expenses consist of the following:

 

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Administrative and general

 

$

2,593,429

 

$

2,842,324

 

$

2,542,380

 

Sales and marketing

 

4,036,973

 

3,456,163

 

2,929,473

 

Repairs and maintenance

 

1,424,397

 

1,385,559

 

1,164,238

 

Utilities

 

1,332,288

 

1,332,338

 

1,317,380

 

 

 

$

9,387,087

 

$

9,016,384

 

$

7,953,471

 

 

9.    PROPERTY TAX, INSURANCE, PROPERTY MANAGEMENT FEES AND OTHER FIXED EXPENSES:

 

For the years ended December 31, 2014, 2013 and 2012, property tax, ground lease, insurance and property management fees from continuing operations consists of the following:

 

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2013

 

Property tax

 

$

1,456,443

 

$

1,424,832

 

$

1,251,396

 

Insurance

 

251,126

 

236,626

 

188,229

 

Property management fees

 

1,057,784

 

935,456

 

805,524

 

Other fixed expenses

 

218,642

 

224,039

 

409,062

 

 

 

$

2,983,994

 

$

2,820,953

 

$

2,654,212

 

 

10.  COMMITMENTS AND CONTINGENCIES:

 

The Company is involved in various legal proceedings and disputes arising in the ordinary course of business. The Company does not believe that the disposition of such legal proceedings and disputes will have a material adverse effect on the financial position or continuing operations of the Company.

 

As of December 31, 2014, all of the hotels are operated under franchise agreements and are licensed as Courtyard (2 hotels), Hyatt House (1) and Residence Inn (1).

 

9



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

The franchise agreements generally require the payment of fees based on a percentage of hotel room revenue. Under the franchise agreements, the Company is periodically required to make capital improvements to the hotels in order for them to meet the franchisors’ brand standards. Additionally, under certain loan covenants, the Company is obligated to fund 4% to 5% of total hotel revenues to a separate room renovation account for the ongoing replacement or refurbishment of furniture, fixtures and equipment at the hotels.

 

The Company maintains property insurance coverage for catastrophic losses such as hurricanes, earthquakes or floods. For such catastrophic losses, the Company may have higher deductibles or increased self-insurance risk if certain criteria are met, ultimately increasing the potential risk of loss.

 

11.  SUBSEQUENT EVENTS:

 

Management has evaluated subsequent events through December 23, 2015, the date which the financial statements were available to be issued.

 

On October 19, 2015, the Company sold the Hyatt House Miami Airport hotel and on October 20, 2015, the Company sold the Courtyard by Marriott Atlanta | Emory University/Decatur hotel.

 

10