Condor Hospitality Trust (CDOR) 8-K/A Financial Statements and Exhibits

Exhibit 99.1

PHG COLLEGE PARK, LLC

FINANCIAL STATEMENTS

Year Ended December 31, 2014

TABLE OF CONTENTS

	Page
INDEPENDENT AUDITORS’ REPORT	1 - 2
FINANCIAL STATEMENTS
Balance Sheet	3
Statement of Operations and Members’ Equity	4
Statement of Cash Flows	5
Notes to Financial Statements	6 - 9

INDEPENDENT AUDITORS’ REPORT

To the Members of

PHG College Park, LLC

Atlanta, GA

We have audited the accompanying financial statements ofPHG College Park, LLC, (the “Company”), which comprise the balance sheet as of December 31, 2014, and the related statement of operations and members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these 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 financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these 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 audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the 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 entity’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 financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

INDEPENDENT AUDITORS’ REPORT

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PHG College Park, LLC as of December 31, 2014, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Brady Ware & Company

Atlanta, Georgia

December 7, 2015

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PHG COLLEGE PARK, LLC

BALANCE SHEET

December 31, 2014

	2014
ASSETS
CURRENT ASSETS
Cash	$	141,504
Accounts receivable, net		361,689
Inventory, net		16,209
Prepaid expenses		24,715
Total current assets		544,117
PROPERTY AND EQUIPMENT, NET		6,966,521
OTHER ASSETS
Intangible assets, net		43,467
Deposits		20,000
		63,467
		7,574,105
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Current maturities of long-term note payable	$	127,680
Accounts payable		93,199
Accrued expenses		132,978
Total current liabilities		353,857
LONG-TERM LIABILITIES
Note payable, net of current maturities		3,841,402
MEMBERS’ EQUITY		3,378,846
	$	7,574,105

See accompanying notes to financial statements.

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PHG COLLEGE PARK, LLC

STATEMENT OF OPERATIONS AND MEMBERS’ EQUITY

Year Ended December 31, 2014

	2014
NET REVENUES
Room revenue	$	3,093,620
Food and beverage revenue		450,725
Other revenue		51,356
		3,595,701
COST OF SALES		213,393
GROSS PROFIT		3,382,308
OPERATING EXPENSES
Hotel operating expenses		2,500,647
General and administrative expenses		723,517
		3,224,164
INCOME FROM OPERATIONS		158,144
OTHER INCOME (EXPENSE)
Interest expense		(180,000	)
Interest income		25
		(179,975	)
NET LOSS		(21,831	)
MEMBERS’ EQUITY
Beginning members’ equity		3,675,689
Distributions		(275,012	)
Ending members’ equity	$	3,378,846

See accompanying notes to financial statements.

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PHG COLLEGE PARK, LLC

STATEMENT OF CASH FLOWS

Year Ended December 31, 2014

	2014
OPERATING ACTIVITIES
Net loss	$	(21,831	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		354,576
Amortization		26,255
		359,000
Changes in operating assets and liabilities:
Accounts receivable, net		(254,577	)
Inventory, net		(7,476	)
Deposits		5,376
Prepaid expenses		(8,041	)
Accounts payable		56,052
Accrued expenses		(18,495	)
Net cash provided by operating activities		131,839
INVESTING ACTIVITIES
Capital additions		(245,843	)
Net cash used by investing activities		(245,843	)
FINANCING ACTIVITIES
Repayments on note payable		(30,918	)
Distributions to members		(275,012	)
Net cash used by financing activities		(305,930	)
NET DECREASE IN CASH		(419,934	)
CASH
Beginning of year		561,438
End of year	$	141,504

See accompanying notes to financial statements.

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PHG COLLEGE PARK, LLC

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - PHG College Park, LLC (the “Company”) is a Georgia limited liability company formed on August 15, 2013, and organized for the purpose of purchasing and managing a hotel in College Park, Georgia. On September 12, 2013, 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 September 13, 2013, the Company entered into an operating agreement with InterContinental Hotels Group PLC to operate the hotel as “Hotel Indigo Atlanta Airport.”

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.

Management has deemed no allowance necessary at December 31, 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 December 31, 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.

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PHG COLLEGE PARK, 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 sheets for unrecognized income tax positions. Further, no interest or penalties have been accrued or charged to expense as of December 31, 2014, or for the year then ended. The federal and state income tax returns of the Company for 2011, 2012, and 2013 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 $93,714 for the year 2014.

Subsequent Events - In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 7, 2015, the date the financial statements were available to be issued.

NOTE 2 - PROPERTY AND EQUIPMENT

	2014
Buildings	$	5,773,496
Furniture and fixtures		930,872
Land		378,290
Land improvements		239,584
Vehicles		55,249
Total cost		7,377,491
Less accumulated depreciation		410,970
	$	6,966,521

Depreciation expense for the year 2014 was $354,576.

NOTE 3 - INTANGIBLE ASSETS

Intangible assets consist of loan fees associated with the Company’s note payable. These fees total $76,577 and are presented net of accumulated amortization of $33,110. The loan fees are being amortized over a period of three years. Total amortization expense for 2014 was $26,255.

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PHG COLLEGE PARK, LLC

NOTES TO FINANCIAL STATEMENTS

NOTE 4 - NOTE PAYABLE

	2014
Note payable to a bank, secured by a building, and requiring monthly payments of principal and interest in the amount of $25,306. The note bears interest at 4.5% and matures on August 1, 2016. The note is guaranteed by certain members. Effective March 31, 2015, the Company will be required to achieve a debt service coverage ratio of 1.40 to 1, with the ratio increasing to 1.50 to 1 effective March 31, 2016.	$	3,969,082
Current maturities of long-term note payable		(127,680	)
	$	3,841,402
Maturities of long-term liabilities over the subsequent two years are as follows:
2015	$	127,680
2016		3,841,402
	$	3,969,082

Interest expense on notes payable was $180,000 for the year ended 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 management 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 $1,500. During 2014, the Manager earned management fees of $143,828 and accounting fees of $18,000.

At December 31, 2014, the Company owed the Manager $32,259 in total fees.

NOTE 6 - SUPPLEMENTAL CASH FLOW INFORMATION

	2014
Cash paid during the year for:
Interest	$	180,000

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PHG COLLEGE PARK, LLC

NOTES TO FINANCIAL STATEMENTS

NOTE 7 - SUBSEQUENT EVENTS

Subsequent to December 31, 2014, 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.

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