EX-99.2 4 dex992.htm UNAUDITED COMBINED FINANCIAL STATEMENTS Unaudited combined financial statements

Exhibit 99.2

Masters Inns

Combined Financial Statements of 15 Affiliated Properties

Under Contract for Sale

March 31, 2007

(With Accountants’ Compilation Report Thereon)


Masters Inns

Combined Financial Statements for 15 Affiliated Properties

Under Contract for Sale

 

Accountants’ Compilation Report

   2

Financial Statements

  

Balance sheet

   3

Statement of operations

   4

Statement of owners’ equity

   5

Statement of cash flows

   6

Notes to financial statements

   7 – 10


Masters Inns

Savannah, Georgia

We have compiled the accompanying combined balance sheet of HLC 1 Properties, LP, HLC Atlanta Properties, LP, HLC Kissimmee Properties, LP, HLC Main Gate Properties, LP, HLC Tampa Properties, LP, MEI 1 Properties, LP, MEI 2 Properties, LP, HLC ATLTU Properties, LLC, HLC ORLID Properties, LLC and RCL Properties, LLP as of March 31, 2007, and the related combined statements of operations, owners’ equity, and cash flows for the three month period then ended. The financial statements were compiled in accordance with the Statements of Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.

A compilation is limited to presenting in the financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion on any other form of assurance on them.

 

Respectively submitted,
/s/ Hancock Askew & Co. LLP

Savannah, Georgia

July 13, 2007

 

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Masters Inns

Combined Balance Sheet for 15 Affiliated Properties

Under Contract for Sale

March 31, 2007

 

Assets

  

Investment in hotel properties

   $ 41,805,756

Less accumulated depreciation

     12,012,174
      

Investment in hotel properties, net

     29,793,582

Cash and cash equivalents

     519,269

Accounts receivable, net of allowance for uncollectible accounts of $ 25,817

     321,232

Deferred financing costs, net

     212,938

Due from related party

     658,100

Prepaid expenses and other assets

     60,367
      

Total assets

   $ 31,565,488
      

Liabilities and Owners’ Equity in Properties

  

Liabilities:

  

Accounts payable, accrued expenses and other liabilities

   $ 1,317,762

Long-term debt

     22,816,526
      

Total liabilities

     24,134,288

Owners’ equity in properties

     7,431,200
      

Total liabilities and owners’ equity in properties

   $ 31,565,488
      

See accountants’ compilation report and accompanying notes to combined financial statements.

 

3


Masters Inns

Combined Statement of Operations for 15 Affiliated Properties

Under Contract for Sale

Period Ended March 31, 2007

 

Revenue:

  

Room rentals and other hotel services

   $ 4,408,400  
        

Expenses:

  

Hotel and property operations

     3,244,555  

General and administrative

     49,719  

Depreciation and amortization

     413,103  
        

Total expenses

     3,707,377  
        
     701,023  

Other income

     28,974  

Interest income

     16,492  

Interest expense

     (480,781 )
        

Net income

   $ 265,708  
        

See accountants’ compilation report and accompanying notes to combined financial statements.

 

4


Masters Inns

Combined Statement of Owners’ Equity for 15 Affiliated Properties

Under Contract for Sale

Period Ended March 31, 2007

 

Balance December 31, 2006

   $  7,215,492  

Net income

     265,708  

Distributions to owners

     (50,000 )
        

Balance at March 31, 2007

   $ 7,431,200  
        

See accountants’ compilation report and accompanying notes to combined financial statements.

 

5


Masters Inns

Combined Statement of Cash Flows for 15 Affiliated Properties

Under Contract for Sale

Period Ended March 31, 2007

 

Cash flows from operating activities:

  

Net income

   $ 265,708  

Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:

  

Depreciation

     413,103  

Amortization of deferred financing costs

     17,124  

Allowance for doubtful accounts

     4,272  

(Increase) decrease in assets:

  

Accounts receivable

     (28,290 )

Prepaid expenses and other assets

     125,661  

Due from related party

     (649,362 )

Increase (decrease) in liabilities:

  

Accounts payable, accrued expenses and other liabilities

     311,588  
        

Net cash provided by operating activities

     459,804  
        

Cash flows from investing activities:

  

Net cash used in investing activities–additions to hotel properties

     (271,700 )

Cash flows from financing activities:

  

Principal payments on long-term debt

     (133,348 )

Distributions to owners

     (50,000 )
        

Net cash used in financing activities

     (183,348 )

Net increase in cash and cash equivalents

     4,756  

Cash and cash equivalents, beginning of period

     514,513  
        

Cash and cash equivalents, end of period

   $ 519,269  
        

Additional information:

  

Interest paid

   $ 463,656  

See accountants’ compilation report and accompanying notes to combined financial statements.

 

6


Masters Inns

Notes to Combined Financial Statements for 15 Affiliated Properties

Under Contract for Sale

Period Ended March 31, 2007

 

(1) Organization and Summary of Significant Accounting Policies

 

  (a) Basis of Presentation

These financial statements present the combined balance sheet and the related combined statements of operations, owners’ equity in properties, and cash flows for the period ended March 31, 2007 of 12 properties held in limited partnerships, 1 property held in a limited liability partnership and 2 properties held in individual limited liability companies under contract for sale (the Properties).

The affiliated entities owning the Properties (the Owners) and their locations are shown below.

 

Owners

  

Location

MEI 1 Properties, LP – d/b/a Masters Inn

   Augusta, Georgia
   Cayce, South Carolina
   North Charleston, South Carolina
   Mt. Pleasant, South Carolina

HLC 1 Properties, LP – d/b/a Masters Inn

   Seffner, Florida
   Tuscaloosa, Alabama

HLC Atlanta Properties, LP – d/b/a Masters Inn

   Marietta, Georgia
   Doraville, Georgia

HLC Kissimmee Properties, LP – d/b/a Masters Inn

   Kissimmee, Florida

HLC Main Gate Properties, LP – d/b/a Masters Inn

   Kissimmee, Florida

HLC Tampa Properties, LP – d/b/a Masters Inn

   Tampa, Florida

MEI 2 Properties, LP – d/b/a Masters Inn

   Cayce, South Carolina

RCL Properties, LLP – d/b/a Masters Inn

   Garden City, Georgia

HLC ATLTU Properties, LLC – d/b/a Masters Inn

   Tucker, Georgia

HLC ORLID Properties, LLC – d/b/a Masters Inn

   Orlando, Florida

 

  (b) Organization and Nature of Business

As of March 31, 2007, each of the Properties’ principle asset is a limited service hotel that is managed by HLC Hotels, Inc. Two individuals own either 100% or a majority of the entities. The Properties are operated pursuant to franchise agreements with Masters Economy Inns, Inc. HLC Hotels, Inc. and Masters Economy Inns, Inc. are 100% owned by one of the two individuals with majority ownership of the Properties.

 

  (c) Principles of Combination

All significant intercompany balances and transactions have been eliminated in the combined financial statements.

 

  (d) Investment in Hotel Properties

The operating properties are stated at cost less accumulated depreciation. Operating properties, excluding land, are depreciated using the straight-line method over the estimated useful lives of the assets (buildings—40 years; furniture and equipment—5 years).

Maintenance and repair costs are expensed as incurred, while significant improvements, replacements and major renovations are capitalized.

 

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Masters Inns

Notes to Combined Financial Statements for 15 Affiliated Properties

Under Contract for Sale

Period Ended March 31, 2007

If events or circumstances indicate that the carrying value of a hotel property to be held and used may be impaired, a recoverability analysis is performed based on estimated undiscounted future cash flows to be generated from the property. If the analysis indicates that the carrying value is not recoverable from future cash flows, the property is written down to estimated fair value and an impairment loss is recognized.

 

  (e) Cash and Cash Equivalents

Cash and cash equivalents represent liquid assets with a maturity of three months or less when acquired and are carried at cost, which approximates fair value.

 

  (f) Accounts Receivable

The allowance for uncollectible receivables is estimated by management based on historical revenue, historical loss levels, and analysis of the collectibility of individual accounts.

 

  (g) Revenue Recognition

Room revenues and other revenues derived from the operation of lodging facilities are recognized when earned.

 

  (h) Income Taxes

The Owners are either limited partnerships, limited liability partnerships or limited liability companies, all of which are taxed similar to a partnership. As such, in lieu of corporate income tax, the partners or members of the Owners are taxed on their proportionate share of the Owners’ income (loss). Accordingly, no provision for income taxes has been made in the accompanying combined financial statements.

 

  (i) Financial Instruments

Fair values of financial instruments, including cash, accounts receivable, accounts payable, and long-term debt, approximate their carrying values in the combined financial statements based upon the short-term nature of these items.

 

  (j) Estimates

The preparation of the combined financial statements in conformity with United States of America 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 combined financial statements and revenues and expenses recognized during the reporting period. Actual results could differ from those estimates.

 

(2) Investment in Hotel Properties

The major classes of operating properties, at cost, are as follows:

 

Land

   $ 4,974,220  

Buildings

     32,146,023  

Furniture and equipment

     4,685,513  
        
   $ 41,805,756  

Less accumulated depreciation

     (12,012,174 )
        

Investment in hotel properties

   $ 29,793,582  
        

 

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Masters Inns

Notes to Combined Financial Statements for 15 Affiliated Properties

Under Contract for Sale

Period Ended March 31, 2007

 

(3) Long-term Debt

Long-Term debt as of March 31, 2007 is summarized as follows:

 

Mortgage loan payable to Branch Banking and Trust Co. (“BBT”), evidenced by an original promissory note dated December 7, 2004 in the amount of $11 million was modified on June 20, 2006 in the amount of $8,918,952. The loan bears an annual variable rate of “prime” plus 25 basis points and requires monthly principal and interest payments of $76,795 through maturity on January 1, 2010, at which point the remaining principal and accrued interest are due. The loan is guaranteed and is collateralized by real and personal property. The loan is unconditionally guaranteed by the primary partner/member and guaranteed with limits by other partners/members.    $ 8,785,563
Mortgage loan payable to Park National Bank dated June 1, 1994 was extended on January 1, 2006 for $7,049,764 to January 1, 2011 at a fixed interest rate of 8% per annum. The loan requires monthly payments of principal and interest in the amount of $58,967 through maturity on December 1, 2010, at which point the remaining principal and accrued interest are due. The loan is collateralized by real and personal property.      6,861,570
Mortgage loan payable to Park National Bank dated June 1, 1994 was extended on January 1, 2006 for $3,472,102 to January 1, 2011 at a fixed interest rate of 8% per annum. The loan requires monthly payments of principal and interest in the amount of $29,042 through maturity on December 1, 2010, at which point the remaining principal and accrued interest are due. The loan is collateralized by real and personal property.      3,379,414
Mortgage loan payable to Park National Bank dated June 1, 1994 was extended on January 1, 2006 for $1,766,958 to January 1, 2011 at a fixed interest rate of 8% per annum. The loan requires monthly payments of principal and interest in the amount of $14,779 through maturity on December 1, 2010, at which point the remaining principal and accrued interest are due. The loan is collateralized by real and personal property.      1,719,788
Mortgage loan payable to Wachovia Bank, N.A. dated March 15, 2006 for $2,154,091 at a fixed interest rate of 6.95% per annum. The loan requires monthly payments of principal and interest in the amount of $19,417 through maturity on March 14, 2011, at which point the remaining principal and accrued interest are due. The loan is collateralized by real and personal property. The loan is personally guaranteed by the partners.      2,070,191
      
Total    $ 22,816,526
      

 

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Masters Inns

Notes to Combined Financial Statements for 15 Affiliated Properties

Under Contract for Sale

Period Ended March 31, 2007

 

(4) Related-Party Transactions

The Properties are managed by HLC Hotels, Inc. (the Management Company), under separate management agreements for each property. The agreements are between each Owner and the Management Company. The initial terms are 10 years, renewable for additional terms upon mutual agreement of both the Owner and the Management Company. A management fee is paid by the properties each month, at the greater of $2,000, or 4% of total revenue. The management fees recognized for the period ended March 31, 2007 were $176,750.

HLC Hotels, Inc. negotiates insurance for the Properties on a combined basis and allocates the expense to each property based upon insurance coverage requirements. Insurance expense allocated was $131,062 during the period.

All invoices, for operating expenses, are paid by the Management Company’s central disbursement account and are reimbursed by the Owners of the respective properties. Certain expenses of the Management Company, such as telephone and travel expense, are allocated to the properties based upon usage.

The Owners have entered into franchise agreements between Masters Economy Inns, Inc. (the Franchiser) and the Owners. The agreements require a 2.5% franchise fee and a 1% reservation fee to be paid monthly. The franchise and reservation fees recognized for the period ended March 31, 2007 were $152,534. The franchise and reservation fees payable at March 31, 2007 were $58,949.

 

(5) Commitments and Contingencies

The Properties have entered into two operating land leases; the first land lease was amended on July 31, 2006 between MEI 2 Properties, LP and Masters Associates, LLC (the lessor). The lease expires on December 31, 2018 and has two 5 year renewal options. The lease requires an annual percentage rent of 8% of all gross receipts up to $800,000 and 12% of all gross receipts over $800,000 with a minimum annual rent through December 31, 2008 of $50,000 increasing to $60,500 by the end of the lease term.

The second land lease between HLC 1 Properties, LP and the Shafer’s Acres Trust (the lessor) was extended on October 1, 2003 for an additional 30 years, expiring March 31, 2034. The annual rent is $48,000 through March 31, 2009 increasing to $52,920 in 2019. Commencing in 2019 the rent will be 7% of gross revenue with a floor of $52,920. The floor will increase 5% every five years until the lease expires.

The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of March 31, 2007:

 

    

Lease

Rents

  

2007

   $ 73,500

2008

     98,000

2009

     104,800

2010

     105,400

2011

     105,400

Thereafter

     1,624,710
      

Total

   $ 2,111,810
      

 

(6) Subsequent Event

On May 16, 2007, Supertel Limited Partnership purchased the Properties for a total purchase price of $42.7 million.

 

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