EX-99.6 10 d25761dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

PHG SAN ANTONIO, LLC

FINANCIAL STATEMENTS

Six Months Ended June 30, 2015 and 2014


PHG SAN ANTONIO, LLC

BALANCE SHEETS

June 30, 2015 and 2014

 

 

 

     June 30, 2015      June 30, 2014  

ASSETS

     

CURRENT ASSETS

     

Cash

   $ 110,348       $ 63,344   

Cash restricted for insurance and real estate tax

     168,958         346,417   

Accounts receivable, net of an allowance for doubtful accounts of $4,796 and $2,400

     63,406         52,185   

Inventory, net

     4,120         3,125   

Prepaid expenses

     54,165         68,452   
  

 

 

    

 

 

 

Total current assets

     400,997         533,523   

PROPERTY AND EQUIPMENT, NET

     11,277,864         8,508,302   

OTHER ASSETS

     

Intangible assets, net

     268,591         238,531   

Deposits

     750         40,750   
  

 

 

    

 

 

 

Total other assets

     269,341         279,281   
  

 

 

    

 

 

 

Total assets

   $ 11,948,202       $ 9,321,106   
  

 

 

    

 

 

 

LIABILITIES AND MEMBERS’ EQUITY

     

CURRENT LIABILITIES

     

Current maturities of long-term note payable

   $ 24,000       $ —     

Accounts payable

     333,989         1,304,513   

Due to member

     40,000         25,000   

Accrued expenses

     209,889         151,781   
  

 

 

    

 

 

 

Total current liabilities

     607,878         1,481,294   

LONG-TERM LIABILITIES

     

Note payable, net of current maturities

     11,196,000         6,700,000   

MEMBERS’ EQUITY

     144,324         1,139,812   
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 11,948,202       $ 9,321,106   
  

 

 

    

 

 

 

See notes to financial statements.

 

2


PHG SAN ANTONIO, LLC

STATEMENTS OF OPERATIONS AND MEMBERS’ EQUITY

Six months Ended June 30, 2015 and 2014

 

 

 

     June 30,
2015
    June 30,
2014
 

NET REVENUES

    

Room revenue

   $ 1,702,767      $ 786,680   

Food and beverage revenue

     22,826        4,973   

Other revenue

     107,158        37,772   
  

 

 

   

 

 

 
     1,832,751        829,425   

COST OF SALES

     46,302        15,259   
  

 

 

   

 

 

 

GROSS PROFIT

     1,786,449        814,166   

OPERATING EXPENSES

    

Hotel operating expenses

     1,010,504        635,087   

General and administrative

     498,277        900,400   
  

 

 

   

 

 

 
     1,508,781        1,535,487   
  

 

 

   

 

 

 

INCOME (LOSS) FROM OPERATIONS

     277,668        (721,321

OTHER INCOME (EXPENSE)

    

Interest expense

     (374,196     (194,728

Interest income

     144        70   
  

 

 

   

 

 

 
     (374,052     (194,658
  

 

 

   

 

 

 

NET LOSS

     (96,384     (915,979

MEMBERS’ EQUITY

    

Beginning members’ equity

     240,708        2,055,791   
  

 

 

   

 

 

 

Ending members’ equity

   $ 144,324      $ 1,139,812   
  

 

 

   

 

 

 

See notes to financial statements.

 

3


PHG SAN ANTONIO, LLC

STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2015 and 2014

 

 

 

     June 30, 2015     June 30, 2014  

OPERATING ACTIVITIES

    

Net loss

   $ (96,384   $ (915,979

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

    

Depreciation

     319,810        688,954   

Amortization

     9,164        24,105   
  

 

 

   

 

 

 
     232,590        (202,920

Changes in operating assets and liabilities:

    

Accounts receivable, net

     47,860        65,463   

Inventory, net

     (930     (1,215

Prepaid expenses

     (3,653     (29,774

Due to member

     —          25,000   

Accounts payable

     (241,857     1,178,944   

Accrued expenses

     47,186        (74,948
  

 

 

   

 

 

 

Net cash provided by operating activities

     81,196        960,550   

INVESTING ACTIVITIES

    

Capital additions

     (374,027     (1,522,401

Decrease (increase) in restricted cash

     361,814        (182,545
  

 

 

   

 

 

 

Net cash used by investing activities

     (12,213     (1,704,946

FINANCING ACTIVITIES

    

Proceeds from note payable

     —          707,338   

Repayments on note payable

     —          (39,587
    

 

 

 

Net cash provided by financing activities

     —          667,751   
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH

     68,983        (76,645

CASH

    

Beginning of year

     41,365        139,989   
  

 

 

   

 

 

 

End of year

   $ 110,348      $ 63,344   
  

 

 

   

 

 

 

See notes to financial statements.

 

4


PHG SAN ANTONIO, LLC

NOTES TO FINANCIAL STATEMENTS

 

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - PHG San Antonio, LLC (the “Company”) is a Georgia limited liability company formed on May 6, 2010, and organized for the purpose of purchasing and managing a hotel in San Antonio, Texas. On July 22, 2010, the Company entered into a management agreement with Peachtree Hospitality Management, LLC (the “Manager”) to act as manager and exclusive agent to manage the hotel. On July 22, 2010, the Company entered into an operating agreement with The Sheraton LLC., to operate the hotel as “Four Points by Sheraton San Antonio Airport.” Effective November 8, 2014, the Company entered into an operating agreement with Marriott to operate the hotel as “SpringHill Suites San Antonio Downtown/Riverwalk.”

Financial Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Revenue and Cost Recognition - Revenue is generally recognized as services are performed. Revenues are primarily derived from room rentals and food and beverage sales.

Accounts Receivable - Accounts receivable consist primarily of room charges due from third party reservation agencies and individual guests. An allowance for doubtful accounts is established for possible losses on the collection of amounts based upon periodic review of credit risks. Customers not making payments in accordance with terms offered or historical practices are deemed to be past due. Accounts are written off against the allowance when management determines that probability of collection is remote.

The balance of the allowance was $4,796 and $2,400 at June 30, 2015 and 2014.

Inventories - Inventories are valued at the lower of cost (first-in, first-out method) or market with estimates of quantities and prices used in some cases.

Property and Equipment - Property and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Routine repairs and maintenance are charged to expense when incurred. When property and equipment are retired or sold, the related cost and accumulated depreciation are removed from the respective accounts, and the resulting gains and losses are included in income.

The Company reviews for impairment of long-lived assets in accordance with accounting standards. These standards require companies to determine if changes in circumstances indicate that the carrying amount of its long-lived assets may not be recoverable. If a change in circumstances warrants such an evaluation, undiscounted future cash flows from the use and ultimate disposition of the asset, as well as respective market values, are estimated to determine if an impairment exists. Management believes that there has been no impairment of the carrying value of its long-lived assets at June 30, 2015 and 2014.

Income Taxes - The Company is organized as a limited liability company and is treated as a partnership for tax purposes. In lieu of corporate income taxes, the member of a limited liability company is taxed on his/her proportionate share of the Company’s taxable income. Therefore, no provision of liability for federal or state income taxes has been included in these financial statements.

 

5


PHG SAN ANTONIO, LLC

NOTES TO FINANCIAL STATEMENTS

 

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

 

Accounting for Uncertainty in Income Taxes - The Company has adopted accounting rules that prescribe when to recognize, and how to measure, the financial statement effects of income tax positions taken, or expected to be taken, on its income tax returns. These rules require management to evaluate the likelihood that, upon examination by relevant taxing jurisdictions, those income tax positions would be sustained. Based on that evaluation, the Company only recognizes the maximum benefit of each income tax position that is more than 50% likely of being sustained. To the extent that all, or a portion of, the benefits of an income tax position are not recognized, a liability would be recognized for the unrecognized benefits, along with any interest and penalties that would result from disallowance of the position. Should any such penalties and interest be incurred, they would be recognized as operating expenses.

Based on the results of management’s evaluation, no liability has been recognized in the accompanying balance sheet for unrecognized income tax positions. Further, no interest or penalties have been accrued or charged to expense as of June 30, 2015, or for the six months then ended. The federal and state income tax returns of the Company for 2012, 2013, and 2014 are subject to examination by taxing authorities, generally for three years after the due date.

Advertising - Advertising costs are expensed as incurred. Advertising expense was $44,868 and $2,179 for the six months ended June 30, 2015 and 2014.

Subsequent Events - In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 16, 2015, the date the financial statements were available to be issued.

NOTE 2 - PROPERTY AND EQUIPMENT

 

     June 30, 2015      June 30, 2014  

Buildings

   $ 8,381,053       $ 5,453,899   

Construction in process

     374,027         1,614,794   

Furniture and fixtures

     1,408,391         1,433,529   

Land

     1,935,810         1,935,810   

Land improvements

     274,765         231,420   
  

 

 

    

 

 

 

Total cost

     12,374,046         10,669,452   

Less accumulated depreciation

     1,096,182         2,161,150   
  

 

 

    

 

 

 
   $ 11,277,864       $ 8,508,302   
  

 

 

    

 

 

 

Depreciation expense for the six months ended June 30, 2015 and 2014 was $319,810 and $688,954.

 

6


PHG SAN ANTONIO, LLC

NOTES TO FINANCIAL STATEMENTS

 

 

 

NOTE 3 - INTANGIBLE ASSETS

Intangible assets consist of franchise costs paid to Marriott International, Inc. and loan fees associated with the Company’s note payable. The franchise costs total $40,000 and loan fees total $248,640. These amounts are presented net of accumulated amortization of $20,050 and $2,680 for the six months ended June 30, 2015 and 2014. The franchise costs are being amortized over the life of the franchise agreement which totals twenty years. Loan fees are being amortized over a period of fifteen years. Total amortization expense for the six months ended June 30, 2015 and 2014 was $9,164 and $24,105.

NOTE 4 - NOTES PAYABLE

 

     June 30, 2015      June 30, 2014  

Note payable to a bank, secured by a building, currently requiring interest only payments. Principal payments of $12,000 a month begin in May 2016 with a lump sum of all remaining principal due at maturity on May 1, 2018. The note bears interest at LIBOR plus 6.25%, an effective rate of 6.44% at June 30, 2015.

   $ 11,220,000       $ 6,700,000   

Current maturities of long-term note payable

     (24,000      —     
  

 

 

    

 

 

 
   $ 11,196,000       $ 6,700,000   
  

 

 

    

 

 

 
Maturities of long-term liabilities over the subsequent three years are as follows:   

2016

  

   $ 24,000   

2017

  

     144,000   

2018

  

     11,052,000   
  

 

 

 
   $ 11,220,000   
  

 

 

 

Interest expense on notes payable was $374,196 and $194,728 for the six months ended June 30, 2015 and 2014.

NOTE 5 - RELATED PARTY TRANSACTIONS

During 2013, the Company entered into a management agreement with the Manager, an affiliated entity. In accordance with the agreement, the Manager is to receive a monthly fee of 4% of the preceding month’s gross revenues as defined in the agreement. In addition, the Manager is to receive a monthly accounting fee of $1,000. For the six months ended June 30, 2015 and 2014, the Manager earned management fees of $73,316 and $33,180 and accounting fees of $6,000.

At June 30, 2015 and 2014, due to member in the amounts of $40,000 and $25,000 consists of funds advanced from Peachtree Hotel Group, II, LLC. These amounts are due on demand. At June 30, 2015 and 2014, the Company owed the Manager $11,397 and $1,391 in total fees. The Company also owed $302,393 and $25,250 to Peachtree Hotel Group II, LLC, one of the members of the Company which is included in accounts payable at June 30, 2015 and 2014.

 

7


PHG SAN ANTONIO, LLC

NOTES TO FINANCIAL STATEMENTS

 

 

 

NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION

 

     2015      2014  

Cash paid during the six months ended June 30 for:

     

Interest

   $ 374,196       $ 186,945   
  

 

 

    

 

 

 

Noncash transactions:

     

Note payable paid off through issuance of new note payable

   $ —         $ 5,751,452   
  

 

 

    

 

 

 

Loan fees paid off through issuance of new note payable

   $ —         $ 241,210   
  

 

 

    

 

 

 

NOTE 7 - SUBSEQUENT EVENTS

Subsequent to June 30, 2015, the Company entered into an agreement to sell the hotel to Condor Hospitality Trust, Inc. Upon completion of the sale, Peachtree Hospitality Management, LLC is to remain as the Manager of the hotel.

 

8