1 FINANCIAL HIGHLIGHTS (Dollars in thousands, except per share data) Year ended December 31, ---------------------------------- 1997 1996 1995 ---------------------------------- Net revenues $ 46,345 $ 37,832 $ 31,362 Operating income 11,121 9,104 8,386 Net income 4,102 3,371 3,624 Net income per share - basic and diluted $ 0.85 $ 0.70 $ 0.75 Weighted average common shares outstanding 4,840,000 4,840,000 4,840,000 Number of motels (at year end) 62 59 48 Number of motel rooms (at year end) 4,459 4,156 3,295 ROOMS RENTED 93 94 95 96 97 603,367 667,545 793,151 903,643 1,041,904 AVERAGE DAILY ROOM RATE 93 94 95 96 97 $35.80 $37.69 $39.54 $41.87 $44.48 OCCUPANCY RATE 93 94 95 96 97 70.5% 69.4% 69.6% 65.7% 65.7% [1] 2 FELLOW STOCKHOLDERS [ A PHOTO ] 1997 was an excellent year for Supertel Hospitality. Following a decline in net income for 1996 - the first ever in the company's 20-year history - we once again showed substantial gains in sales, operating profit and net income for 1997. Moreover, initiatives introduced during 1997 to improve operations not only yielded measurable benefits but, we believe, will continue to help us in the years to come. FINANCIAL RESULTS For the year ended December 31, 1997, total revenues increased 23 percent to $46.3 million from $37.8 million for 1996. Operating income was ahead 22 percent to $11.1 million for 1997 from $9.1 million for 1996. Net income of $4.1 million, or 85 cents per share, for 1997 represented a gain of 22 percent from 1996's net income of $3.4 million, or 70 cents per share. SUCCESS STORIES We are beginning to realize the potential of our sizable investment in Texas. With nine Super 8s and two Wingate Inns, we are building critical mass in the state. From a marketing standpoint, we are expanding customer awareness. We are also starting to generate economies of scale in managing our cluster of 11 properties in the state. For 1997, our presence in Texas was a major contributor to Supertel's year-over-year earnings improvement. The Super 8 motels in the state contributed to net income in 1997, in contrast to 1996, when properties in that state were unprofitable. Yet, we see substantial upside from here. Returns in Texas have yet to match the Supertel average and, as they continue to expand, we expect Texas to have a positive influence on our earnings comparisons and overall profitability. The most significant step we took in 1997 was the introduction of a new management system - open-book management. The simple idea behind open-book management is to create an environment in which everyone at the company works toward the same goals and has a stake in the outcome. Much as it sounds, open-book means that employees have access to more financial information - in our case, the property-level profit and loss statements - and extensive training in how to use this information. Whereas in the past, the role of managers and property employees was to maintain "clean and friendly" rooms and service, under open-book management their role has been expanded, so that they are now engaged in the process of improving financial performance. Introduced in mid-1997, open-book quickly had a very favorable impact. We've seen broad benefits in terms of overall performance. Also, we have seen many small changes, such as new and creative practices at the properties that help control expenses. On a personally rewarding note, employees tell us that they are finding their jobs more fun and challenging. As part of our open-book system, we introduced a new employee incentive system as of January 1, 1998. The program measures each property's net motel operating income, as a percentage of sales, on a quarterly basis. When that income exceeds a fixed percentage, all employees of that property will receive a percentage share of that property's net operating income. In 1997, we also made significant progress in our program to computerize all properties. At year-end 1997, we had completed installation and training at 45 of our 62 properties. We expect to finish computerization of all properties by the end of the third quarter of 1998. Several benefits have been derived from the new system. We can now generate more detailed information on, and as a result, better target our customers. Also, with instant access to occupancy [2] 3 and room rate information, we can improve our use of yield management. In addition, we gain significant efficiencies because manual reporting of daily activity is now automated. OVERCOMING A COMPETITIVE ENVIRONMENT According to Smith Travel Research, year-over-year occupancy rates were down for the economy segment of the lodging industry in 1997. Increased building levels in the segment brought new competition. In light of this challenging environment, we were particularly satisfied with our progress and performance in 1997. Supertel was able to hold occupancy flat at 65.7 percent for both 1997 and 1996. For seasoned properties [those owned/operated for over one year], occupancy was 67.2 percent for 1997 and 67.9 percent for 1996. We posted a 6.2 percent increase in the average daily room rate [ADR] to $44.48 in 1997, resulting in a 6.4 percent gain in revenue per available room [REVPAR]. This healthy room rate increase was another major contributor to our strong earnings progress in 1997. 1997 DEVELOPMENTS In 1997, we acquired one property, an 81-room Super 8 in Menomonie, Wisconsin. We also added 23 rooms through an addition at our Lincoln, Nebraska [West O Street] Super 8. Finally, we opened our first two Wingate Inns, one in the Las Colinas area of Irving, Texas, and the other near Houston's Intercontinental Airport. While only open a short time, initial results from the two Wingates are very promising. Occupancy trends are strong. Moreover, the usage patterns are sending a very positive sign. Wingate - a new limited-service, mid-market hotel chain developed by Cendant, Corp. - was designed for the business traveler. The fact that our guests are actively using the hotel's business features - such as meeting rooms and business centers - speaks well to the overall design of the properties and the prospects for the present two and possibly other Wingates that may be developed by Supertel in the future. OUTLOOK FOR 1998 We are looking forward to another good year in 1998. Supertel has planned a room addition at one property and a new motel in an existing market. Together, they will add 60 rooms. We are also evaluating sites for at least one more Wingate Inn. In addition, the company will continue to focus on acquisitions as a source of growth, but we will not over pay to acquire properties that dilute earnings and fail to add value. Because our development plans for 1998 are fairly modest at this time, revenue growth is likely to slow somewhat. However, we expect to generate further benefits from our open-book management system, additional contributions from our properties in Texas and, in the absence of acquisitions, use our excess cash flow to reduce debt levels. The latter will also have a positive effect on earnings. The pieces are moving into place. That is the message illustrated by the cover of this year's annual report. And hopefully, that message is clear from the steps we have taken and the results we have produced in 1997. Once again, we want to thank you, our fellow shareholders, for your continued interest in and support of Supertel. /s/ Paul J. Schulte Paul J. Schulte PRESIDENT AND CEO /s/ Steve H. Borgmann Steve H. Borgmann EXECUTIVE VICE PRESIDENT AND CEO [ 3 ] 4 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report Consolidated FINANCIAL Financial Statements Selected Financial Statement Data 5 Management's Discussion and Analysis 6 Independent Auditors' Report 9 Financial Statements 10 Notes to Consolidated Financial Statements 14 Quarterly Financial Information 20 Supertel Hospitality, Inc. and Subsidiaries [4] 5 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report SIX-YEAR SUMMARY OF SELECTED FINANCIAL STATEMENT DATA Six-Year Summary of Selected Financial Statement Data (Dollars in thousands, except per share data) 1997 1996 1995 1994(1) 1993(1) 1992(1) - ------------------------------------------------------------------------------- INCOME STATEMENT DATA: Revenues $ 46,345 $ 37,832 $ 31,362 $ 25,161 $ 21,603 $ 19,337 Operating income 11,121 9,104 8,386 6,576 5,864 4,789 Net income 4,102 3,371 3,624 2,925(2) 2,142 1,386 Net income per share - basic and diluted 0.85 0.70 0.75 0.70(2) 0.71 0.46 - ------------------------------------------------------------------------------- OTHER DATA: Occupancy 65.7% 65.7% 69.6% 69.4% 70.5% 70.0% Average daily room rate (ADR) $ 44.48 $ 41.87 $ 39.54 $ 37.69 $ 35.80 $ 34.32 Revenue per available room (REVPAR) $ 29.24 $ 27.49 $ 27.52 $ 26.16 $ 25.25 $ 24.02 Rooms owned (at year end) 4,459 4,156 3,295 2,846 2,495 2,282 - ------------------------------------------------------------------------------- BALANCE SHEET DATA: Working capital (deficit) $ 5,285 $ 3,463 $ 3,468 $ 454 $(13,967)$ (5,526) Total assets 103,406 92,276 67,928 48,846 37,781 33,603 Long-term debt (excluding current portion) 63,534 58,895 38,188 24,045 19,207 25,220 Stockholders' equity 32,861 28,759 25,388 21,763 2,337 918 (1) Supertel's predecessors were taxed as either Subchapter S corporations or as partnerships prior to the initial public offering in May 1994. Accordingly, their historical financial statements contain no provision for federal and state income taxes. Pro forma net income and per share data reflect a combined federal and state tax rate of 40% prior to the date of the IPO. (2) Excludes pro forma after-tax nonrecurring gain on involuntary conversion of $151,333, or $0.03 per share, and an $860,706 benefit, or $0.21 per share, resulting from the change in accounting for income taxes. The company has not paid any cash dividends on its common stock and does not expect to pay any dividends in the near future. The company anticipates that any cash flow generated from operations will be used to expand the company's business. [5] 6 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MD&A of Financial Condition and Results of Operations OVERVIEW Supertel revenues are derived primarily from motel operations. The following table sets forth, for the periods indicated, certain data as percentages of motel revenues: Year ended December 31, ----------------------------- 1997 1996 1995 ----------------------------- Motel revenues: Lodging revenues 96.7% 96.8% 96.5% Other lodging activities 3.3 3.2 3.5 ----------------------------- Total motel revenues 100.0 100.0 100.0 ============================= Operating expenses: Payroll and payroll taxes 23.9 23.9 23.7 Royalties and advertising fund 6.4 6.4 6.3 Other lodging 27.9 27.9 26.4 ----------------------------- Total lodging expenses 58.2 58.2 56.4 Other lodging activities 2.3 2.4 2.5 Depreciation and amortization 8.7 8.3 7.2 General and administrative 6.8 7.0 7.2 ----------------------------- Total operating expenses 76.0 75.9 73.3 ----------------------------- Operating income 24.0 24.1 26.7 ----------------------------- Interest expense (9.6) (9.3) (7.6) ----------------------------- Net income before taxes 14.4% 14.8% 19.1% ============================= RESULTS OF OPERATIONS For the Years Ended December 31, 1997 and 1996 Total motel revenues for 1997 were $46,344,815, an increase of $8,512,427 or 22.5% over the total revenues of $37,832,388 for 1996. The increase was primarily due to an increase of $8,212,728 in revenue from lodging operations. Revenues from other lodging activities, which consisted of telephone, vending and movie revenues, increased $299,699. The increase in revenue from lodging operations resulted primarily from renting 1,041,904 rooms in 1997 compared to 903,643 rooms rented in 1996, an increase of 138,261 rooms or 15.3%. The increase in revenue from other lodging activities resulted from the increase in the number of rooms rented. The increase in rooms rented resulted primarily from the number of rooms added during the year. The company opened two new Wingate Inn hotels in Texas and purchased one existing Super 8 motel in Wisconsin. In addition, new rooms were added at one Nebraska property. Revenues from lodging operations were favorably impacted by an increase in the average daily room rate. The average daily room rate was $44.48 for 1997, compared to $41.87 for 1996, an increase of $2.61 or 6.2%. Occupancy as a percentage of rooms available was 65.7% in 1997 and 1996. New motels generally have lower occupancy rates than those experienced by seasoned properties. The occupancy rate for seasoned properties (properties owned more than one year) in 1997 was 67.2% versus 67.9% for 1996. Revenue per available room (REVPAR) for 1997 increased to $29.24 from $27.49 in the prior year. Lodging expenses for 1997 were $26,952,031 compared to $22,023,380 for 1996, an increase of $4,928,651 or 22.4%. The increase in lodging expenses was due primarily to the increase in number of rooms available to rent and rooms rented. Lodging expenses as a percentage of motel revenues for 1997 and 1996 was 58.2%. Depreciation and amortization expenses for 1997 were $4,060,778 compared to $3,132,866 for 1996, an increase of $927,912 or 29.6%. The increase was primarily due to an increase in the number of motel properties owned for a full year. [6] 7 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MD&A of Financial Condition and Results of Operations General and administrative expenses for 1997 were $3,154,737 compared to $2,665,794 for 1996, an increase of $488,943 or 18.3%. The increase in general and administrative expenses was due primarily to expansion of staff to handle current and anticipated motel growth. Interest expense increased by 27.8% or $984,404 to $4,529,700 for 1997, from $3,545,296 in 1996. The increase was primarily due to the additional borrowings for acquisitions and construction. Average bank borrowings for 1997 increased to $56,943,962 from $45,320,603 for 1996, an increase of $11,623,359 or 25.6%. For the reasons described above, net income increased 21.7% to $4,101,665 for 1997 from $3,371,247 for 1996. Basic and diluted net income per share from continuing operations for 1997 was $0.85 compared to $0.70 for 1996. Weighted average shares outstanding stayed constant at 4,840,000. For the Years Ended December 31, 1996 and 1995 Total motel revenues for 1996 were $37,832,388, an increase of $6,470,875 or 20.6% over total revenues of $31,361,513 for 1995. The increase was primarily due to an increase of $6,344,901 in revenue from lodging operations. Revenues from other lodging activities, which consisted of telephone and vending revenues, increased $125,974. The increase in revenue from lodging operations resulted primarily from renting 903,643 rooms in 1996 compared to 793,151 rooms rented in 1995, an increase of 110,492 or 13.9%. The increase in revenue from other lodging activities resulted from the increase in the number of rooms rented. The increase in rooms rented resulted primarily from the number of rooms added during the year. The company opened four new Super 8 motels in Texas, purchased four existing Super 8 motels in Wisconsin and purchased one Super 8 motel in Kansas. In addition, two Comfort Inn motels were purchased in Wisconsin. Revenues from lodging operations were favorably impacted by an increase in the average daily room rate. The average daily room rate was $41.87 for 1996 compared to $39.54 for 1995, an increase of $2.33 or 5.9%. Motel revenues were also impacted by a decrease in occupancy. Occupancy as a percentage of rooms available decreased to 65.7% in 1996 from 69.6% in 1995. New motels generally have lower occupancy rates than those experienced by seasoned properties. The occupancy rate for seasoned properties (properties owned more than one year) in 1996 was 68.3% versus 70.7% for 1995. Revenue per available room for 1996 decreased to $27.49 from $27.52 in the prior year. Lodging expenses for 1996 were $22,023,380 compared to $17,693,355 for 1995, an increase of $4,330,025 or 24.5%. The increase in lodging expenses was due primarily to the increase in number of rooms available to rent and rooms rented. Lodging expenses as a percentage of motel revenues for 1996 increased to 58.2% from 56.4% for 1995. The increase in expenses resulted from expenses incurred in connection with the properties acquired/opened in the fourth quarter of 1995 and with those opened in 1996. The increase in lodging expense as a percentage of lodging revenue was impacted by the decrease in occupancy, which resulted in lower total revenue to cover fixed costs. Depreciation and amortization expenses for 1996 were $3,132,866 compared to $2,269,604 for 1995, an increase of $863,262 or 38.0%. The increase was primarily due to an increase in the number of motel properties. General and administrative expenses for 1996 were $2,665,794 compared to $2,243,505 for 1995, an increase of $422,289 or 18.8%. The increase in general and administrative expenses was due primarily to the expansion of staff to handle current and anticipated motel growth. Interest expense increased by 48.5% or $1,158,266 to $3,545,296 for 1996 from $2,387,030 in 1995. The increase was primarily due to the additional borrowings for acquisitions and construction. Average bank borrowings for 1996 increased to $45,320,603 from $29,217,517 for 1995, an increase of $16,103,086 or 55.1%. For the reasons described above, net income decreased 7.0% to $3,371,247 for 1996 from $3,624,307 for 1995. Basic and diluted net income per share for 1996 was $0.70 compared to $0.75 for 1995. Weighted average shares outstanding stayed constant at 4,840,000. [7] 8 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MD&A of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL RESOURCES Supertel's growth has been financed through a combination of cash provided from operations and long-term debt financing. Cash provided from operations was $9,037,668 for 1997 and $6,769,441 for 1996. Supertel requires capital principally for the construction, acquisition and improvement of lodging facilities plus expenditures for future site development. Capital expenditures for such purposes were approximately $11,800,000 in 1997 and $27,000,000 in 1996. Long-term debt (excluding current installments of long-term debt) was $63,534,321 at December 31, 1997 and $58,894,525 at December 31, 1996. Long-term debt increased in 1997 to finance Supertel's construction, acquisition and site development activities. Supertel's current installments of long-term debt were $1,942,380 at December 31, 1997 and $1,067,023 at December 31, 1996. Supertel's financing for construction, acquisition and site development activities is provided by a long-term revolving line of credit for $25,000,000 and long-term debt with five banks aggregating $39,000,000 and maturing in 2002 through 2004. Approximately $1,430,000 remained available on this line of credit at December 31, 1997. Supertel's loan agreements contain certain restrictions and covenants related to, among other things, minimum debt service, maximum debt per motel room and maximum debt to tangible net worth. At December 31, 1997, Supertel was in compliance with these covenants. Supertel's ratio of long-term debt (including current installments) to long-term debt and stockholders' equity was 66.6% at December 31, 1997 compared to 67.6% at December 31, 1996. The company's current ratio during the past three years and its working capital are as shown in the following table: Year ended December 31, ----------------------------------------- 1997 1996 1995 ----------------------------------------- Working capital $5,284,508 $3,463,122 $3,468,667 ========================================= Current ratio 1.87 1.76 1.80 ========================================== During 1997, Supertel constructed a net 222 motel rooms and acquired 81 rooms, for a total of 303 rooms. Capital and other expenditures for such development totaled $11,765,451. Supertel plans to construct or acquire a total of approximately 400 - 600 motel rooms in 1998 assuming acceptable acquisitions can be completed. Approximately $14 million to $19 million of capital funds will be necessary to finance such activity. Supertel also has principal payments totaling $1,942,380 due under existing long-term debt obligations during 1998. Supertel believes that a combination of cash flow from operations, the use of funds from its line of credit, securing new short- and long-term credit facilities, and the ability to leverage four unencumbered properties will be sufficient to fund scheduled development and debt repayments. YEAR 2000 The company has addressed the issues associated with the programming code in existing computer systems as the millennium (year 2000) approaches. The "Year 2000" problem is pervasive and complex as virtually every computer operation will be affected in some way by the rollover of the two-digit year value to 00. The issue is whether computer systems will properly recognize date sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The company is utilizing primarily internal resources to identify and test the systems for the Year 2000 compliance. It is anticipated that all reprogramming efforts, if any, will be completed by December 31, 1998, allowing adequate time for testing. This effort is not expected to have a material effect on the company's financial position or results of operations. To date, verbal confirmations have been received from the company's primary processing vendors that their software is "Year 2000" compliant. RECENT ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board (FASB) issued Statement No. 130, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in a financial statement with the same prominence as in other financial statements. Comprehensive income is defined as net income adjusted for changes in shareholders' equity resulting from events other than net income or transactions related to an entity's capital instruments. Supertel is required to adopt Statement No. 130 effective January 1, 1998, with reclassification of financial statements for earlier years required. In June 1997, the FASB issued Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, which establishes standards for reporting information about operating segments. Generally, Statement 131 requires that financial information be reported on the basis that is used internally for evaluating performance. Supertel is required to adopt Statement No. 131 effective January 1, 1998, and comparative information for earlier years must be restated. Supertel believes the impact on its disclosure will be insignificant. [8] 9 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report INDEPENDENT AUDITORS' REPORT Independent Auditors' Report TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF SUPERTEL HOSPITALITY, INC.: We have audited the accompanying consolidated balance sheets of Supertel Hospitality, Inc. and Subsidiaries (the Company) as of December 31, 1997 and 1996, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Supertel Hospitality, Inc. and subsidiaries at December 31, 1997 and 1996, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1997 in conformity with generally accepted accounting principles. KPMG PEAT MARWICK LLP /s/ KPMG PEAT MARWICK LLP ------------------------- Omaha, Nebraska January 30, 1998 [9] 10 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report CONSOLIDATED BALANCE SHEETS Consolidated Balance Sheets December 31, --------------------------- 1997 1996 --------------------------- ASSETS Current assets: Cash, including cash equivalents of $8,594,991 in 1997 and $5,566,573 in 1996 $ 9,532,430 $ 6,487,764 Accounts receivable 1,157,372 1,018,045 Prepaid expenses 492,998 319,862 Recoverable income taxes 148,925 204,803 --------------------------- Total current assets 11,331,725 8,030,474 --------------------------- Property and equipment, at cost (notes 2 and 3) 108,740,409 97,574,480 Less accumulated depreciation 18,365,073 15,131,485 --------------------------- Net property and equipment 90,375,336 82,442,995 --------------------------- Other assets: Intangible assets, less amortization of $1,058,133 in 1997 and $811,677 in 1996 1,515,858 1,644,939 Other assets 182,725 157,299 --------------------------- Total other assets 1,698,583 1,802,238 --------------------------- $103,405,644 $ 92,275,707 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current installments of long-term debt (note 3) $ 1,942,380 $ 1,067,023 Accounts payable 771,569 786,456 Accrued expenses: Real estate taxes 1,702,126 1,295,240 Sales and lodging taxes 419,676 326,749 Payroll and payroll taxes 565,934 470,990 Royalty fees 283,220 258,185 Interest 362,312 362,709 --------------------------- Total accrued expenses 3,333,268 2,713,873 --------------------------- Total current liabilities 6,047,217 4,567,352 --------------------------- Deferred income taxes (note 4) 514,900 54,900 Long-term debt, excluding current installments (note 3) 63,534,321 58,894,525 Other long-term liabilities 448,611 - Stockholders' equity: Preferred stock, $1.00 par value. Authorized 1,000,000 shares; none issued - - Common stock, $0.01 par value. Authorized 10,000,000 shares; issued and outstanding 4,840,000 shares (note 1) 48,400 48,400 Additional paid-in capital (notes 1 and 11) 18,346,529 18,346,529 Retained earnings (note 11) 14,465,666 10,364,001 --------------------------- Total stockholders' equity 32,860,595 28,758,930 --------------------------- Commitments and contingency (notes 5 and 6) $103,405,644 $ 92,275,707 =========================== See accompanying notes to consolidated financial statements. [10] 11 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report CONSOLIDATED STATEMENTS OF INCOME Consolidated Statements of Income Years ended December 31, ----------------------------------------- 1997 1996 1995 ----------------------------------------- Motel revenues: Lodging revenues $44,821,763 $36,609,035 $30,264,134 Other lodging activities 1,523,052 1,223,353 1,097,379 ----------------------------------------- Total motel revenues 46,344,815 37,832,388 31,361,513 ----------------------------------------- Direct operating expenses: Payroll and payroll taxes 11,067,550 9,030,390 7,437,509 Royalties and advertising fund 2,978,371 2,415,065 1,970,521 Other lodging 12,906,110 10,577,925 8,285,325 ----------------------------------------- Total lodging expenses 26,952,031 22,023,380 17,693,355 Other lodging activities 1,056,455 906,058 769,335 Depreciation and amortization 4,060,778 3,132,866 2,269,604 General and administrative 3,154,737 2,665,794 2,243,505 ----------------------------------------- Total direct operating expenses 35,224,001 28,728,098 22,975,799 ----------------------------------------- Operating income 11,120,814 9,104,290 8,385,714 ----------------------------------------- Other income (expenses): Interest expense (4,529,700) (3,545,296) (2,387,030) Miscellaneous income and other expenses 105,383 27,753 (377) ----------------------------------------- (4,424,317) (3,517,543) (2,387,407) ----------------------------------------- Income before income taxes 6,696,497 5,586,747 5,998,307 Income tax expense (note 4) 2,594,832 2,215,500 2,374,000 ----------------------------------------- Net income $ 4,101,665 $ 3,371,247 $ 3,624,307 ========================================= Basic and diluted net income per share $ 0.85 $ 0.70 $ 0.75 ========================================= Weighted average shares outstanding 4,840,000 4,840,000 4,840,000 ========================================= See accompanying notes to consolidated financial statements. [11] 12 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Consolidated Statements of Stockholders' Equity Years ended December 31, 1997, 1996 and 1995 Additional Total Preferred Common paid-in Retained stockholders' stock stock capital earnings equity --------------------------------------------------------------- Balance, December 31, 1994 $ - $48,400 $18,346,529 $ 3,368,447 $21,763,376 Net income - - - 3,624,307 3,624,307 --------------------------------------------------------------- Balance, December 31, 1995 - 48,400 18,346,529 6,992,754 25,387,683 Net income - - - 3,371,247 3,371,247 --------------------------------------------------------------- Balance, December 31, 1996 - 48,400 18,346,529 10,364,001 28,758,930 Net income - - - 4,101,665 4,101,665 --------------------------------------------------------------- Balance at December 31, 1997 $ - $48,400 $ 18,346,529 $14,465,666 $32,860,595 =============================================================== See accompanying notes to consolidated financial statements. [12] 13 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report CONSOLIDATED STATEMENTS OF CASH FLOWS Consolidated Statements of Cash Flows Years ended December 31, ------------------------------------------ 1997 1996 1995 ------------------------------------------ Cash flows from operating activities: Net income $ 4,101,665 $ 3,371,247 $ 3,624,307 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,738,474 2,862,390 2,112,265 Amortization 322,304 270,476 157,339 Loss on sale of property and equipment 67,302 104,244 120,394 Deferred income taxes 460,000 388,600 349,000 (Increase) decrease in current assets: Accounts receivable (139,327) (395,547) (169,019) Prepaid expenses (173,136) (88,298) 30,995 Recoverable income taxes 55,878 37,166 (69,625) Increase (decrease) in current liabilities: Accounts payable (14,887) (646,730) 743,508 Accrued expenses 619,395 865,893 434,090 ------------------------------------------ Net cash provided by operating activities 9,037,668 6,769,441 7,333,254 ------------------------------------------ Cash flows from investing activities: Additions to property and equipment (11,765,451) (27,015,120) (17,316,104) Increase in intangibles and other assets (218,649) (720,335) (344,051) Proceeds from sale of property and equipment 27,334 26,730 169,512 ------------------------------------------ Net cash used in investing activities (11,956,766) (27,708,725) (17,490,643) ------------------------------------------ Cash flows from financing activities: Repayments of long-term debt (67,077,199) (48,262,058) (27,467,597) Proceeds from long-term debt 72,592,352 68,964,934 41,817,611 Repayments of notes payable to banks - - (70,200) Other financing sources 448,611 - - ------------------------------------------ Net cash provided by financing activities 5,963,764 20,702,876 14,279,814 ------------------------------------------ Net increase (decrease) in cash and cash equivalents 3,044,666 (236,408) 4,122,425 Cash and cash equivalents at beginning of year 6,487,764 6,724,172 2,601,747 ------------------------------------------ Cash and cash equivalents at end of year $ 9,532,430 $ 6,487,764 $ 6,724,172 ========================================== Supplemental Cash Flow Information Cash paid during the year for: Interest (including amounts capitalized of $156,101 in 1997, $214,577 in 1996 and $137,681 in 1995) $ 4,686,198 $ 3,615,125 $ 2,390,365 Income taxes 2,078,594 1,789,734 2,094,625 ========================================== Noncash Financing Activities Long-term debt totaling $750,000 was refinanced in 1997. See accompanying notes to consolidated financial statements. [13] 14 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements December 31, 1997 and 1996 (1) ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BUSINESS Supertel Hospitality, Inc. ("Supertel" or the "company") owns, operates and constructs limited-service lodging facilities under the Super 8, Comfort Inn and Wingate Inn brand names. The company has 62 properties throughout the Midwest and Texas. Supertel is a vertically integrated motel construction, development and operations company that (i) identifies potential sites for the construction of new motels and analyzes existing motels that are available for acquisition, (ii) develops and constructs new motel properties and renovates existing motels it acquires, and (iii) manages its own motel properties. (b) BASIS OF PRESENTATION The consolidated financial statements include Supertel Hospitality, Inc. and its wholly-owned subsidiaries, which are Simplex, Inc. ("Simplex") and Motel Developers, Inc. ("MDI"). All significant intercompany balances and transactions have been eliminated in consolidation. (c) PROPERTY AND EQUIPMENT The company records its property and equipment at cost. Major improvements and betterments to existing property and equipment are capitalized. Expenditures for repairs and maintenance that do not extend the life of the applicable asset are charged to expense as incurred. The company computes depreciation on a straight-line and declining balance method over the estimated useful lives of the related assets as follows: Buildings 40 years Furniture, fixtures and equipment 5 to 7 years Vehicles 5 years (d) INTANGIBLE ASSETS The company has 20-year franchise agreements with Cendant Corp. and Choice Hotels International expiring from 1998 to 2017. All franchise agreements contain renewal provisions. Connected with these agreements is the requirement that the company pay to the franchisor royalties, advertising fees and reservation service fees amounting to 5% to 8.5% of motel revenues. The company amortizes its intangible assets on the straight-line method over the following years: Franchise fees 20 years Organization costs 5 years Loan origination fees Period of loan Noncompetitive agreements 5 years (e) INCOME TAXES Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (f) CASH AND CASH EQUIVALENTS For purposes of the consolidated statements of cash flows, the company considers all highly liquid investments with maturities of less than 90 days to be cash equivalents. (g) INCOME PER SHARE During 1997, the company adopted the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 128, Earnings per Share. This statement requires the reporting of both basic net income per share and diluted net income per share. Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period and dilutive potential common shares outstanding during the period. [14] 15 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (h) USE OF ESTIMATES Management of the company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these consolidated financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. (i) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these instruments. The carrying amounts of each of the company's long-term debt instruments also approximate fair value because the interest rate is variable as it is tied to various market rates. (j) STOCK OPTION PLAN Prior to January 1, 1996, the company accounted for its stock option plan in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense was recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. On January 1, 1996, the company adopted the Financial Accounting Standards Board's Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. The company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123 (see note 7). For the years ended 1997, 1996 and 1995, the effect of the stock options were not significant. (k) RECLASSIFICATIONS Certain consolidated balance sheet and statement of income amounts have been reclassified to conform with the 1997 presentation. (l) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF The company adopted the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of, on January 1, 1996. This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Adoption of this Statement did not have a material impact on the company's financial position, results of operations, or liquidity. (2) PROPERTY AND EQUIPMENT Property and equipment at December 31, 1997 and 1996 consisted of the following: 1997 1996 ------------------------------ Land $ 15,986,770 $ 15,458,137 Buildings 74,911,403 63,709,733 Furniture, fixtures and equipment 17,427,363 14,304,883 Vehicles 269,025 264,809 Construction in progress 145,848 3,836,918 ------------------------------ 108,740,409 97,574,480 Less accumulated depreciation 18,365,073 15,131,485 Net property and equipment $ 90,375,336 $ 82,442,995 ============================== [15] 16 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (3) LONG-TERM DEBT Long-term debt at December 31, 1997 and 1996 consisted of the following: 1997 1996 ------------------------- Iowa and Nebraska Finance Authority Bonds,currently ranging from 7.74% to 9.79%, due in monthly installments of $12,927 including interest, with maturities through December 2006. Secured by real estate. $ 914,426 $ 980,203 Notes payable at 7.75% to 9.50% (with blended rate of 8.15% at December 31, 1997), due in variable install- ments with maturities through November 2009. Secured principally by motel properties and assignment of rents. 64,562,275 58,981,345 ------------------------- Total long-term debt 65,476,701 59,961,548 Less current installments of long-term debt 1,942,380 1,067,023 ------------------------- Long-term debt, excluding current installments $63,534,321 $58,894,525 ========================= The company has a line of credit with a bank to fund future acquisitions and construction of motel facilities. During 1997, the company refinanced its line of credit. The line was reduced from $40,000,000 to $25,000,000. The line bears interest at the LIBOR rate plus 1.75% (7.98% at December 31,1997) on funds advanced and matures on June 1, 1999. Approximately $1,430,040 remained available on this line of credit at December 31, 1997. The company must pay an annual commitment fee of 1/4 of 1% on the unused portion of the commitment. The company paid commitment fees of approximately $28,393 in 1997 and $13,250 in 1996. Borrowings under this line of credit are classified as long-term debt since the maturity is longer than one year and the company has the intent to maintain borrowings of at least the same amount for the next year. As part of the refinancing of the line of credit, the company entered into a term loan with the same bank for the amount of $14,745,500. The rate of interest on the loan is fixed at 8.65% until June 1, 2002, at which time the rate of interest will be adjusted and fixed until maturity based on the weekly average of the five-year United States Treasury Security Index for the week immediately preceding April 15, 2002, plus 1.9%. In May 1997, the company also entered into a promissory note with a bank for the amount of $4,500,000. The rate of interest on the note is 8.25% per annum until the date of maturity, May 19, 2002. No other significant changes occurred in long-term debt in 1997. The company's loan agreements contain certain restrictions and covenants related to, among others, minimum debt service, maximum debt per motel room and maximum debt to tangible net worth. At December 31, 1997, the company was in compliance with these covenants. At December 31, 1997, all of the company's retained earnings were unrestricted and available for the payment of dividends under the most restrictive terms of the agreements. The aggregate maturities of long-term debt for the five years following 1997 are as follows: 1998 $ 1,942,387 1999 25,886,590 2000 2,245,468 2001 2,427,543 2002 17,970,451 Thereafter 15,004,262 ------------ $ 65,476,701 ============ [16] 17 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (4) INCOME TAXES Income tax expense for the years ended December 31, 1997, 1996 and 1995 consisted of the following: 1997 1996 1995 -------------------------------- --------------------------------- ---------------------------------- Current Deferred Total Current Deferred Total Current Deferred Total -------------------------------- --------------------------------- ---------------------------------- Federal $1,707,866 367,000 2,074,866 $1,480,000 305,000 1,785,000 $1,635,000 278,000 1,913,000 State 426,966 93,000 519,966 346,900 83,600 430,500 390,000 71,000 461,000 -------------------------------- --------------------------------- ---------------------------------- $2,134,832 460,000 2,594,832 $1,826,900 388,600 2,215,500 $2,025,000 349,000 2,374,000 ================================ ================================= ================================== Income tax expense is reconciled with income taxes computed at the federal statutory rate of 34% for the years ended December 31, 1997, 1996 and 1995 as follows: 1997 1996 1995 ----------------------------------------- Tax expense computed at federal statutory rate $ 2,276,809 $ 1,899,494 $ 2,039,424 State income tax, net of federal tax effect 343,178 284,130 304,260 Other (25,155) 31,876 30,316 ----------------------------------------- $ 2,594,832 $ 2,215,500 $ 2,374,000 ========================================= The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1997, 1996 and 1995 are presented below: 1997 1996 1995 -------------------------------------- Deferred tax assets: Tax basis over book basis on property and equipment $ - $ - $ 337,001 Other 10,400 34,400 - -------------------------------------- Total deferred tax assets 10,400 34,400 337,001 Deferred tax liabilities: Book basis over tax basis on property and equipment 497,722 76,157 - Book basis over tax basis on other assets 27,578 13,143 3,301 -------------------------------------- Total deferred tax liabilities 525,300 89,300 3,301 Net deferred tax assets (liabilities) $ (514,900) $ (54,900) $ 333,700 ====================================== There was no valuation allowance provided for deferred tax assets at December 31, 1997, 1996 or 1995. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods that the deferred tax assets are deductible, management believes it is more likely than not the company will realize the benefits of these deductible differences. [17] 18 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements (5) LEASES The company has leases for outdoor advertising signs and various other items under noncancelable one- to 10-year agreements. Rental payments are expensed when incurred and charged to advertising expense. Future minimum lease payments required under noncancelable operating lease agreements at December 31, 1997 are as follows: 1998 $ 435,678 1999 198,479 2000 63,684 2001 24,733 2002 18,695 Thereafter 32,670 --------- $ 773,939 ========= Rent expense incurred was $643,570 in 1997, $529,311 in 1996 and $391,082 in 1995. (6) LITIGATION The company is involved in various litigation incurred in the normal course of business. In the opinion of management, the ultimate disposition of this litigation will not have a material impact on the company's consolidated financial statements. (7) STOCK OPTION PLAN The company adopted stock option plans in 1997 and 1994 whereby stock options, stock appreciation rights, restricted stock and stock bonuses may be offered at the discretion of the compensation committee of the Board of Directors to key employees to acquire shares of common stock of the company. Also, each nonemployee director will annually receive an option to acquire 1,500 shares of common stock. An aggregate of 400,000 common shares may be issued and all shares subject to options may be purchased at a price not less than its fair market value at the date the options are granted. At December 31, 1997, there were 287,300 additional shares available for grant under the plan. The per share weighted-average fair value of stock options granted during 1997, 1996 and 1995 was $3.99, $7.32 and $6.66, respectively, on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions: 1997 - expected dividend yield - 0%, risk-free interest rate of 6.0%, and an expected life of 5 years; 1996 - expected dividend yield - 0%, risk-free interest rate of 6.5%, and an expected life of 10 years; and 1995 - expected dividend yield - 0%, risk-free interest rate of 6.0%, and an expected life of 10 years. The company applies APB Opinion No. 25 in accounting for its plans and, accordingly, no compensation cost has been recognized for its stock options in the consolidated financial statements. Had the company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the company's net income would have been reduced to the pro forma amounts indicated below: 1997 1996 1995 ---------------------------------------- Net income: As reported $ 4,101,665 $ 3,371,247 $ 3,624,307 Pro forma 3,958,794 3,210,566 3,493,314 ======================================== Net income per share - basic and diluted: As reported $ 0.85 $ 0.70 $ 0.75 Pro forma 0.82 0.66 0.72 ======================================== [18] 19 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to Consolidated Financial Statements Pro forma net income reflects only options granted in 1997, 1996 and 1995. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net income amounts presented above because compensation cost is reflected over the options' vesting period of 12 months and compensation cost for options granted prior to January 1, 1995 is not considered. The changes in the outstanding stock options during the three years ended December 31, 1997 are summarized below: Number Option price of options per share range -------------------------------------- Options outstanding at December 31, 1994 4,500 $ 10.00 to 13.50 Granted 33,200 10.00 to 13.75 Exercised - - Canceled (400) 13.50 -------------------------------------- Options outstanding at December 31, 1995 37,300 10.00 to 11.125 Granted 36,600 10.00 to 11.125 Exercised - - Canceled (1,000) 13.50 -------------------------------------- Options outstanding at December 31, 1996 72,900 10.00 to 13.75 Granted 59,700 8.50 to 10.00 Exercised - - Canceled (19,900) 10.00 to 13.50 -------------------------------------- Options outstanding at December 31, 1997 112,700 $ 8.50 to 13.75 ====================================== Options exercisable at December 31, 1997 56,000 $ 10.00 to 13.75 ======================================= (8) RELATED PARTY TRANSACTION The company leased an airplane from a company owned by certain officers of the company. The company paid approximately $14,000 in 1995 related to this lease. The lease was terminated in 1995. (9) PROFIT-SHARING PLAN Beginning in July 1996, the company began sponsoring a nonstandardized 401(k) profit-sharing plan and trust covering certain eligible full-time employees. The company contributions provided for by the plan equal 50% of the participants' contributions not to exceed 4% of the participant's compensation. The company contributed and expensed approximately $41,000 and $18,000 in 1997 and 1996, respectively. (10) ACQUISITION OF OPERATING PROPERTIES During 1996, the company acquired for cash seven motel operating properties. For consolidated financial statement purposes, the acquisitions were accounted for as purchases. The following unaudited pro forma consolidated results of operations have been prepared as if the acquisitions had occurred at the beginning of fiscal 1996: 1996 1995 (Unaudited) --------------------------- Pro forma: Net revenue $39,610,881 $35,427,266 Net income 3,504,152 3,985,713 Net income per share - basic and diluted 0.72 0.82 =========================== The pro forma consolidated results do not purport to be indicative of results that would have occurred had the acquisition been in effect for the periods presented, nor do they purport to be indicative of the results that will be obtained in the future. There were no significant acquisitions in 1997. [19] 20 Supertel Hospitality, Inc. and Subsidiaries 1997 Annual Report QUARTERLY FINANCIAL INFORMATION (Unaudited) Quarterly Financial Information (Dollars in thousands, except per share data) Net income per Motel Operating Net share - basic Shares Stock market prices revenues income income and diluted (000) High Low - --------------------------------------------------------------------------------------------- 1997 First $ 9,066 $ 1,356 $ 217 $ 0.05 4,840 $ 11.00 $ 8.88 Second 12,317 3,442 1,345 0.28 4,840 9.25 8.00 Third 13,464 4,008 1,731 0.36 4,840 12.00 8.25 Fourth 11,498 2,315 809 0.17 4,840 11.63 10.00 - --------------------------------------------------------------------------------------------- Year 46,345 11,121 4,102 0.85 4,840 12.00 8.00 ============================================================================================= 1996 First $ 7,257 $ 1,364 $ 426 $ 0.09 4,840 $ 11.25 $ 9.75 Second 9,469 2,540 1,050 0.22 4,840 11.75 8.77 Third 11,442 3,155 1,281 0.26 4,840 11.00 9.00 Fourth 9,664 2,045 614 0.13 4,840 9.63 8.88 - --------------------------------------------------------------------------------------------- Year 37,832 9,104 3,371 0.70 4,840 11.75 8.77 ============================================================================================= Net income per share is computed independently for each of the quarters. Therefore, the sum of the quarterly income per share may not equal the total for the year. [20]