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8-K/A - AMENDMENT TO FORM 8-K - Summit Hotel Properties, Inc.a15-25588_18ka.htm
EX-23.1 - EX-23.1 - Summit Hotel Properties, Inc.a15-25588_1ex23d1.htm
EX-99.1 - EX-99.1 - Summit Hotel Properties, Inc.a15-25588_1ex99d1.htm

Exhibit 99.2

 

NOBLE PORTFOLIO

 

COMBINED BALANCE SHEETS

 

(Unaudited)

 

 

 

September 30,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

INVESTMENTS IN REAL ESTATE, net

 

$

101,161,145

 

$

104,319,995

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS

 

2,636,125

 

3,188,173

 

 

 

 

 

 

 

RESTRICTED CASH

 

3,556,911

 

2,866,708

 

 

 

 

 

 

 

ACCOUNTS RECEIVABLE, net

 

1,028,318

 

752,534

 

 

 

 

 

 

 

OTHER ASSETS, net

 

933,289

 

863,064

 

 

 

 

 

 

 

Total assets

 

$

109,315,788

 

$

111,990,474

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

NOTES PAYABLE

 

$

72,595,017

 

$

62,863,101

 

 

 

 

 

 

 

OTHER LIABILITIES:

 

 

 

 

 

Accounts payable and accrued liabilities

 

3,387,907

 

3,330,769

 

Accrued interest payable

 

264,291

 

275,245

 

Total liabilities

 

76,247,215

 

66,469,115

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (see Note 10)

 

 

 

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY

 

33,068,573

 

45,521,359

 

Total equity

 

33,068,573

 

45,521,359

 

 

 

 

 

 

 

Total liabilities and equity

 

$

109,315,788

 

$

111,990,474

 

 

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

 

1



 

NOBLE PORTFOLIO

 

COMBINED STATEMENTS OF OPERATIONS

 

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

REVENUES:

 

 

 

 

 

Rooms

 

$

25,958,937

 

$

24,008,022

 

Food and beverage

 

1,652,223

 

1,498,017

 

Other

 

1,717,047

 

1,252,886

 

Total hotel revenues

 

29,328,207

 

26,758,925

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

Direct hotel expenses:

 

 

 

 

 

Rooms

 

4,987,683

 

4,919,059

 

Food and beverage

 

1,123,031

 

1,022,051

 

Other

 

577,382

 

658,891

 

Non-departmental

 

7,866,107

 

7,323,387

 

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

 

2,339,503

 

2,217,602

 

Depreciation and amortization

 

3,386,461

 

3,201,390

 

Total operating expenses

 

20,280,167

 

19,342,380

 

 

 

 

 

 

 

OPERATING INCOME

 

9,048,040

 

7,416,545

 

Interest expense

 

(2,650,076

)

(2,804,608

)

 

 

 

 

 

 

NET INCOME

 

$

6,397,964

 

$

4,611,937

 

 

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

 

2



 

NOBLE PORTFOLIO

 

COMBINED STATEMENT OF CHANGES IN EQUITY

 

(Unaudited)

 

 

 

September 30,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Balance as of January 1,

 

$

34,609,599

 

$

48,117,132

 

Distributions

 

(7,938,990

)

(7,908,244

)

Contributions

 

 

700,534

 

Allocation of net income

 

6,397,964

 

4,611,937

 

Balance as of September 30,

 

$

33,068,573

 

$

45,521,359

 

 

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

 

3



 

NOBLE PORTFOLIO

 

COMBINED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2015

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

6,397,964

 

$

4,611,937

 

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

 

 

 

 

 

Bad debt expense

 

43,186

 

14,586

 

Amortization of deferred financing costs

 

167,364

 

162,135

 

Depreciation and amortization

 

3,386,461

 

3,201,390

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(407,040

)

(209,014

)

Other assets

 

54,078

 

(87,580

)

Restricted cash

 

(27,383

)

86,210

 

Accounts payable and accrued liabilities

 

816,726

 

550,037

 

Accrued interest payable

 

37,826

 

(15,605

)

 

 

 

 

 

 

Net cash from operating activities

 

10,469,182

 

8,314,096

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVlTIES:

 

 

 

 

 

Additions to investments in real estate

 

(898,817

)

(1,802,849

)

Change in restricted cash

 

(391,792

)

(52,160

)

 

 

 

 

 

 

Net cash used in investing activities

 

(1,290,609

)

(1,855,009

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Cash contributions

 

 

700,534

 

Cash distributions

 

(7,938,990

)

(7,908,244

)

Proceeds from note payable

 

 

1,070,964

 

Principal payments on notes payable

 

(1,163,113

)

(802,635

)

Payment of deferred financing costs

 

 

(91,793

)

Change in restricted cash

 

 

1,001,571

 

 

 

 

 

 

 

Net cash used in financing activities

 

(9,102,103

)

(6,029,603

)

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

76,470

 

429,484

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning of year

 

2,559,655

 

2,758,689

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, end of year

 

$

2,636,125

 

$

3,188,173

 

 

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

 

4



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

(Unaudited)

 

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 September 30, 2015 and 2014.

 

 

 

 

 

 

 

September 30,

 

Property Name

 

City, State

 

Rooms

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Hyatt House Miami Airport

 

Miami, FL

 

156

 

$

21,269,787

 

$

20,459,818

 

Courtyard by Marriott Atlanta | Emory University/Decatur

 

Decatur, GA

 

179

 

28,729,484

 

28,534,358

 

Residence Inn by Marriott Atlanta Midtown

 

Atlanta, GA

 

160

 

28,672,896

 

28,455,321

 

Courtyard by Marriott Nashville | Vanderbilt University

 

Nashville, TN

 

226

 

38,205,216

 

37,109,956

 

 

 

 

 

565

 

$

116,877,383

 

$

114,559,453

 

 

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.

 

The accompanying unaudited combined financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2015 and 2014, and its results of operations for the nine months ended September 30, 2015, and 2014, and cash flows for the nine months ended September 30, 2015, and 2014. The combined balance sheets at September 30, 2015 and 2014 were derived from audited annual financial statements, but do not contain all of the footnote disclosures from the annual financial statements.

 

Investments in rea1 estate

 

Investments in real estate consist of the following:

 

 

 

September 30,

 

 

 

2015

 

2014

 

Land and improvements

 

$

15,901,509

 

$

15,901,509

 

Buildings and improvements

 

87,379,342

 

86,556,117

 

Furniture, fixtures and equipment

 

13,596,532

 

13,101,827

 

Total cost

 

116,877,383

 

115,559,453

 

Accumulated depreciation and amortization

 

(15,716,238

)

(11,239,458

)

Investments in real estate, net

 

$

101,161,145

 

$

104,319,995

 

 

5



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

(Unaudited)

 

Accounts receivable and related allowance for doubtful accounts

 

Accounts receivable consist of amounts owed by guests staying in the hotels as of September 30, 2015 and 2014 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 $13,752 and $9,147 as of September 30, 2015 and 2014, respectively.

 

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 $86,922 for the nine months ended September 30, 2015 and $95,786 for the nine months ended September 30, 2014.

 

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 $2,399 for the nine months ended September 30, 2015 and $55,621 for the nine months ended September 30, 2014.

 

At September 30, 2015 and 2014, the amounts due to related parties were $10,605 and $11,159, 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 nine months ended September 30, 2015 and 2014, the Company incurred base management fees of $877,951 and $802,463 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 five to seven years as of September 30, 2015.

 

5.   RESTRICTED CASH:

 

As of September 30, 2015 and 2014, restricted cash consists of the following:

 

 

 

September 30,

 

 

 

2015

 

2014

 

Debt service reserve

 

$

126,555

 

$

126,555

 

Furniture, fixtures and equipment reserve

 

2,946,786

 

2,382,914

 

Real estate taxes reserve

 

394,609

 

270,588

 

Insurance reserve

 

88,960

 

86,651

 

 

 

$

3,556,911

 

$

2,866,708

 

 

6



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

(Unaudited)

 

6.   OTHER ASSETS:

 

As of September 30, 2015 and 2014, other assets consist of the following:

 

 

 

September 30,

 

 

 

2015

 

2014

 

Security deposits

 

$

31,108

 

$

35,915

 

Inventory

 

40,537

 

31,553

 

Prepaid expenses

 

156,315

 

193,575

 

Franchise fees, net

 

253,235

 

273,488

 

Deferred costs, net

 

452,094

 

328,533

 

 

 

$

933,289

 

$

863,064

 

 

7.   NOTES PAYABLE:

 

The Company has the following notes payable outstanding as of September 30, 2015 and 2014:

 

 

 

Maturity

 

 

 

September 30,

 

Indebtedness

 

Date

 

Interest Rate

 

2015

 

2014

 

Courtyard by Marriott Nashville | Vanderbilt University

 

4/1/2016

 

5.82%

 

$

17,609,592

 

$

18,009,781

 

Hyatt House Miami Airport

 

5/16/2016

 

LIBOR + 3.50%

 

14,181,001

 

14,420,250

 

Residence Inn by Marriott Atlanta Midtown

 

8/1/2016

 

5.55%

 

14,242,577

 

14,578,648

 

Courtyard by Marriott Atlanta | Emory University/Decatur

 

1/5/2020

 

LIBOR + 3.40%

 

26,561,847

 

15,854,421

 

 

 

 

 

 

 

$

72,595,017

 

$

62,863,101

 

 

As of September 30, 2015, scheduled principal maturities associated with the notes payable are as follows:

 

Year Ending December 31,

 

Amount

 

2015

 

$

427,858

 

2016

 

46,479,771

 

2017

 

722,175

 

2018

 

749,022

 

2019

 

776,867

 

Thereafter

 

23,439,324

 

 

 

$

72,595,017

 

 

7



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

(Unaudited)

 

8.   NON-DEPARTMENTAL EXPENSES

 

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

 

 

 

Nine months ended September 30,

 

 

 

2014

 

2013

 

Administrative and general

 

$

2,693,907

 

$

2,163,477

 

Sales and marketing

 

3,233,837

 

3,074,847

 

Repairs and maintenance

 

967,223

 

1,047,852

 

Utilities

 

971,140

 

1,037,211

 

 

 

$

7,866,107

 

$

7,323,387

 

 

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

 

For the nine months ended September 30, 2015 and 2014, property tax, insurance, property management fees and other fixed expenses consists of the following:

 

 

 

Nine months ended September 30,

 

 

 

2015

 

2014

 

Property tax

 

$

1,167,093

 

$

1,153,025

 

Insurance

 

173,928

 

184,022

 

Property management fees

 

877,951

 

802,463

 

Other fixed expenses

 

120,531

 

78,092

 

 

 

$

2,339,503

 

$

2,217,602

 

 

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 September 30, 2015, all of the hotels are operated under franchise agreements and are licensed as Courtyard (2 hotels), Hyatt House (1) and Residence Inn (1).

 

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.

 

8



 

NOBLE PORTFOLIO

 

NOTES TO COMBINED FINANCIAL STATEMENTS

 

(Unaudited)

 

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.

 

9