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Sotherly Hotels Inc. 10-Q 2011

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to              to             .

Commission file number 001-32379

 

 

MHI HOSPITALITY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

MARYLAND   20-1531029

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

410 W. Francis Street, Williamsburg, Virginia 23185

Telephone Number (757) 229-5648

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act. (Check one):

 

Large Accelerated Filer  ¨    Accelerated Filer  ¨
Non-accelerated Filer  ¨    Smaller Reporting Company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of May 4, 2011, there were 9,586,786 shares of the registrant’s common stock issued and outstanding.

 

 

 


Table of Contents

MHI HOSPITALITY CORPORATION

INDEX

 

         Page  
  PART I   

Item 1.

 

Financial Statements

     3   

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     18   

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     26   

Item 4

 

Controls and Procedures

     26   
  PART II   

Item 1.

 

Legal Proceedings

     27   

Item 1A.

 

Risk Factors

     27   

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     30   

Item 3.

 

Defaults Upon Senior Securities

     30   

Item 4.

 

Removed and Reserved

     30   

Item 5.

 

Other Information

     30   

Item 6.

 

Exhibits

     30   

 

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PART I

 

Item 1. Financial Statements

MHI HOSPITALITY CORPORATION

CONSOLIDATED BALANCE SHEETS

 

     March 31, 2011     December 31, 2010  
     (unaudited)        

ASSETS

    

Investment in hotel properties, net

   $ 183,230,645      $ 183,898,660   

Investment in joint venture

     9,753,826        9,464,389   

Cash and cash equivalents

     4,978,916        2,992,888   

Restricted cash

     2,250,206        2,205,721   

Accounts receivable

     2,619,523        1,868,380   

Accounts receivable-affiliate

            17,375   

Prepaid expenses, inventory and other assets

     2,726,727        2,335,783   

Notes receivable, net

     100,000        100,000   

Shell Island lease purchase, net

     990,809        1,080,882   

Deferred income taxes

     4,761,822        4,742,695   

Deferred financing costs, net

     787,326        872,415   
                

TOTAL ASSETS

   $ 212,199,800      $ 209,583,431   
                

LIABILITIES

    

Line of credit

   $ 75,197,858      $ 75,197,858   

Mortgage loans

     72,017,548        72,192,253   

Loans payable

     4,493,970        4,493,970   

Accounts payable and other accrued liabilities

     10,081,800        6,335,145   

Accounts payable-affiliate

     3,546          

Advance deposits

     858,314        555,902   
                

TOTAL LIABILITIES

     162,653,036        158,775,128   
                

Commitments and contingencies (see Note 6)

    

EQUITY

    

MHI Hospitality Corporation stockholders’ equity

    

Preferred stock, par value $0.01, 1,000,000 shares authorized, 0 shares issued and outstanding

              

Common stock, par value $0.01, 49,000,000 shares authorized, 9,586,786 shares and 9,541,286 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively

     95,868        95,413   

Additional paid in capital

     55,757,451        55,682,976   

Distributions in excess of retained earnings

     (17,826,500     (16,837,182
                

Total MHI Hospitality Corporation stockholders’ equity

     38,026,819        38,941,207   

Noncontrolling interest

     11,519,945        11,867,096   
                

TOTAL EQUITY

     49,546,764        50,808,303   
                

TOTAL LIABILITIES AND EQUITY

   $ 212,199,800      $ 209,583,431   
                

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

 

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Table of Contents

MHI HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

     Three months ended
March 31, 2011
    Three months ended
March 31, 2010
 

REVENUE

    

Rooms department

   $ 12,904,433      $ 12,094,398   

Food and beverage department

     4,567,658        4,307,791   

Other operating departments

     1,063,481        1,113,401   
                

Total revenue

     18,535,572        17,515,590   

EXPENSES

    

Hotel operating expenses

    

Rooms department

     3,692,907        3,593,380   

Food and beverage department

     3,126,428        3,020,367   

Other operating departments

     120,993        172,932   

Indirect

     7,565,885        7,176,968   
                

Total hotel operating expenses

     14,506,213        13,963,647   

Depreciation and amortization

     2,123,477        2,131,484   

Corporate general and administrative

     957,093        1,057,604   
                

Total operating expenses

     17,586,783        17,152,735   
                

NET OPERATING INCOME

     948,789        362,855   

Other income (expense)

    

Interest expense

     (2,585,427     (2,310,950

Interest income

     2,936        5,661   

Equity income in joint venture

     289,437        271,534   

Unrealized gain on hedging activities

     50,037        383,945   

Gain on disposal of assets

     6,200          
                

Net loss before income taxes

     (1,288,028     (1,286,955

Income tax (provision) benefit

     (48,441     192,920   
                

Net loss

     (1,336,469     (1,094,035

Add: Net loss attributable to the noncontrolling interest

     347,151        314,192   
                

Net loss attributable to the Company

   $ (989,318   $ (779,843
                

Net loss per share attributable to the Company

    

Basic

   $ (0.10   $ (0.08

Diluted

   $ (0.10   $ (0.08

Weighted average number of shares outstanding

    

Basic

     9,560,564        9,175,652   

Diluted

     9,560,564        9,191,652   

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

 

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MHI HOSPITALITY CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(unaudited)

 

     Common Stock      Additional
Paid-
In Capital
     Distributions
in Excess of
Retained Earnings
    Noncontrolling
Interest
    Total  
     Shares      Par Value            

Balances at December 31, 2010

     9,541,286       $ 95,413       $ 55,682,976       $ (16,837,182   $ 11,867,096      $ 50,808,303   

Issuance of restricted common stock awards

     45,500         455         74,475                       74,930   

Net loss

                             (989,318     (347,151     (1,336,469
                                                   

Balances at March 31, 2011

     9,586,786       $ 95,868       $ 55,757,451       $ (17,826,500   $ 11,519,945      $ 49,546,764   
                                                   

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

 

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MHI HOSPITALITY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

     Three months  ended
March 31, 2011
    Three months  ended
March 31, 2010
 

Cash flows from operating activities:

    

Net loss

   $ (1,336,469   $ (1,094,035

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     2,123,477        2,131,484   

Equity income in joint venture

     (289,437     (271,534

Unrealized gain on hedging activities

     (50,037     (383,945

Gain on disposal of assets

     (6,200       

Amortization of deferred financing costs

     434,641        196,594   

Charges related to equity-based compensation

     74,930        120,196   

Changes in assets and liabilities:

    

Restricted cash

     134,005        (112,139

Accounts receivable

     (751,142     (771,007

Prepaid expenses, inventory and other assets

     (410,182     (189,345

Deferred income taxes

     (14,884     (232,463

Accounts payable and other accrued liabilities

     3,544,374        160,353   

Advance deposits

     302,412        336,571   

Due from affiliates

     20,921        (24,610
                

Net cash provided by (used in) operating activities

     3,776,409        (133,880
                

Cash flows from investing activities:

    

Improvements and additions to hotel properties

     (1,093,834     (385,789

Proceeds from sale of furniture and equipment

     6,200          

Distributions from joint venture

            51,150   

Funding of restricted cash reserves

     (452,520     (260,576

Proceeds of restricted cash reserves

     274,030        81,112   
                

Net cash used in investing activities

     (1,266,124     (514,103
                

Cash flows from financing activities:

    

Payments on credit facility

            (325,000

Payment of deferred financing costs

     (349,552       

Payment of mortgages and loans

     (174,705     (126,552
                

Net cash used in financing activities

     (524,257     (451,552
                

Net increase (decrease) in cash and cash equivalents

     1,986,028        (1,099,535

Cash and cash equivalents at the beginning of the period

     2,992,888        3,490,487   
                

Cash and cash equivalents at the end of the period

   $ 4,978,916      $ 2,390,952   
                

Supplemental disclosures:

    

Cash paid during the period for interest

   $ 2,028,693      $ 2,296,893   
                

Cash paid during the period for income taxes

   $ 36,378      $ 23,296   
                

The accompanying notes are an integral part of these financial statements

 

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MHI HOSPITALITY CORPORATION

NOTES TO FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

MHI Hospitality Corporation (the “Company”) is a self-managed and self-administered real estate investment trust (“REIT”) that was incorporated in Maryland on August 20, 2004 to own primarily full-service upper-upscale and upscale hotels located in primary and secondary markets in the Mid-Atlantic and Southern United States. The hotels operate under well-known national hotel brands such as Hilton, Crowne Plaza, Sheraton and Holiday Inn.

The Company commenced operations on December 21, 2004 when it completed its initial public offering (“IPO”) and thereafter consummated the acquisition of six hotel properties (the “initial properties”). Substantially all of the Company’s assets are held by, and all of its operations are conducted through, MHI Hospitality, L.P. (the “Operating Partnership”). The Company also owns a 25.0% non-controlling interest in the Crowne Plaza Hollywood Beach Resort through a joint venture with CRP/MHI Holdings, LLC, an affiliate of both Carlyle Realty Partners V, L.P. and The Carlyle Group (“Carlyle”).

For the Company to qualify as a REIT, it cannot operate hotels. Therefore, the Operating Partnership, which, at March 31, 2011, was approximately 74.1% owned by the Company, leases its hotels to a subsidiary of MHI Hospitality TRS Holding Inc., MHI Hospitality TRS, LLC, (collectively, “MHI TRS”), a wholly-owned subsidiary of the Operating Partnership. MHI TRS then engages a hotel management company, MHI Hotels Services, LLC (“MHI Hotels Services”), to operate the hotels under a management contract. MHI TRS is treated as a taxable REIT subsidiary for federal income tax purposes.

Significant transactions occurring during the current and prior fiscal year include the following:

On June 4, 2010, the Company entered into a fifth amendment to its credit agreement to address the sufficiency of the borrowing base. The amendment revises the methodology used to value the Company’s existing hotel properties in the borrowing base and modifies certain other aspects of the credit agreement, as amended, including fixing the interest rate spread for the variable LIBOR-based interest rate at 4.00% and a minimum LIBOR of 0.75%. The amendment converts the facility to non-revolving, eliminates the Company’s ability to re-borrow principal paid in the future and establishes minimum repayments equal to 50% of excess cash flow, as defined in the agreement, payable quarterly. Pursuant to the amendment, the Company is required to fund reserves for insurance and real estate taxes as well as a reserve for the replacement of furniture, fixtures and equipment equal to 3.0% of gross room revenues. The amendment also modifies the fixed charge covenant, eliminates the leverage covenant, places limits on capital expenditures and requires prepayments from a portion of the proceeds of future equity offerings of up to $21.7 million. In the event that the Company makes prepayments totaling $21.7 million, the excess cash flow prepayment requirement will terminate. The amendment allows the Company to pay additional dividends in any fiscal quarter, subject to the existing cap of 90% of the prior year’s funds from operations (“FFO”) provided certain liquidity thresholds and other conditions are met. The amendment provides for a contingent extension of the maturity date for one year to May 2012, provided that certain valuation and other criteria are met, including payment of an extension fee and an extension or refinancing of the Jacksonville mortgage.

2. Summary of Significant Accounting Policies

Basis of Presentation – The consolidated financial statements of the Company presented herein include all of the accounts of MHI Hospitality Corporation, the Operating Partnership, MHI TRS and subsidiaries as of March 31, 2011 and December 31, 2010 and for the three month periods ended March 31, 2011 and 2010. All significant inter-company balances and transactions have been eliminated.

Investment in Hotel Properties – Investments in hotel properties include investments in operating properties which are recorded at acquisition cost and allocated to land, property and equipment and identifiable intangible assets. Replacements and improvements are capitalized, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any resulting gain or loss is included in the statements of operations. Expenditures under a renovation project, which constitute additions or improvements that extend the life of the property, are capitalized.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 7 to 39 years for buildings and building improvements and 3 to 10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets.

The Company reviews its investments in hotel properties for impairment whenever events or changes in circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause a review include, but are not limited to, adverse changes in the demand for lodging at the properties due to declining national or local economic conditions

 

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and/or new hotel construction in markets where the hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operations and the proceeds from the ultimate disposition of a hotel property exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying amount to the related hotel property’s estimated fair market value is recorded and an impairment loss recognized.

Investment in Joint Venture – Investment in joint venture represents the Company’s non-controlling indirect 25.0% equity interest in (i) the entity that owns the Crowne Plaza Hollywood Beach Resort; (ii) the entity that leases the hotel and has engaged MHI Hotels Services to operate the hotel under a management contract; (iii) the entity that entered into a lease agreement upon closing of the hotel acquisition with respect to the adjacent three-acre site on which is located a parking garage that is utilized by the hotel; and (iv) the entity that owned the junior participation in the existing mortgage. Carlyle owns a 75.0% controlling indirect interest in all these entities. The Company accounts for its investment in the joint venture under the equity method of accounting and is entitled to receive its pro rata share of annual cash flow. The Company also has the opportunity to earn an incentive participation in net sale proceeds based upon the achievement of certain overall investment returns, in addition to its pro rata share of net sale proceeds.

Cash and Cash Equivalents – The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk – The Company holds cash accounts at several institutions in excess of the FDIC protection limits of $250,000. The Company’s exposure to credit loss in the event of the failure of these institutions is represented by the difference between the FDIC protection limit and the total amounts on deposit. Management monitors, on a regular basis, the financial condition of the financial institutions along with the balances there on deposit to minimize the Company’s potential risk.

Restricted Cash – Restricted cash includes real estate tax escrows, insurance escrows and reserves for replacements of furniture, fixtures and equipment pursuant to certain requirements in the Company’s various mortgage agreements and line of credit.

Inventories – Inventories which consist primarily of food and beverage are stated at the lower of cost or market, with cost determined on a method that approximates first-in, first-out basis.

Franchise License Fees – Fees expended to obtain or renew a franchise license are amortized over the life of the license or renewal. The un-amortized franchise fees as of March 31, 2011 and December 31, 2010 were $319,415 and $331,002, respectively. Amortization expense for the three months ended March 31, 2011 and 2010 totaled $11,587 and $12,187, respectively.

Deferred Financing Costs – Deferred financing costs are recorded at cost and consist of loan fees and other costs incurred in issuing debt. Amortization of deferred financing costs is computed using a method that approximates the effective interest method over the term of the related debt and is included in interest expense in the consolidated statements of operations.

Derivative Instruments – The Company’s derivative instruments are reflected as assets or liabilities on the balance sheet and measured at fair value. Derivative instruments used to hedge the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as an interest rate risk, are considered fair value hedges. Derivative instruments used to hedge exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. For a derivative instrument designated as a cash flow hedge, the change in fair value each period is reported in accumulated other comprehensive income in stockholders’ equity to the extent the hedge is effective. For a derivative instrument designated as a fair value hedge, the change in fair value each period is reported in earnings along with the change in fair value of the hedged item attributable to the risk being hedged. For a derivative instrument that does not qualify for hedge accounting or is not designated as a hedge, the change in fair value each period is reported in earnings.

The Company’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest-rate movements. To accomplish this objective, the Company primarily uses an interest-rate swap as part of its interest-rate risk management strategy. The interest-rate swap is required under its credit agreement and acts as a cash flow hedge involving the receipts of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreement without exchange of the underlying $30.0 million principal amount. During the three months ended March 31, 2011 and 2010, such derivatives were used to hedge the variable cash flows associated with the credit facility. The Company does not enter into derivative instruments for speculative trading purposes.

At March 31, 2011 and December 31, 2010, the interest-rate swap agreement had an estimated fair value of $(22,612) and $(72,649), respectively, and is included in accounts payable and other accrued liabilities.

 

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The Company values its interest-rate swap at fair value, which it defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company classifies the inputs used to measure fair value into the following hierarchy:

 

Level 1

   Unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2

   Unadjusted quoted prices in active markets for similar assets or liabilities, or
   Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
   Inputs other than quoted prices that are observable for the asset or liability.

Level 3

   Unobservable inputs for the asset or liability.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s interest-rate swap liability is valued by discounting expected future cash flows based on quoted prices for forward interest-rate contracts. As such, these derivative instruments are classified within level 2.

Noncontrolling Interest in Operating Partnership – Certain hotel properties have been acquired, in part, by the Operating Partnership through the issuance of limited partnership units of the Operating Partnership. The noncontrolling interest in the Operating Partnership is: (i) increased or decreased by the limited partners’ pro rata share of the Operating Partnership’s net income or net loss, respectively; (ii) decreased by distributions; (iii) decreased by redemption of partnership units for the Company’s common stock; and (iv) adjusted to equal the net equity of the Operating Partnership multiplied by the limited partners’ ownership percentage immediately after each issuance of units of the Operating Partnership and/or the Company’s common stock through an adjustment to additional paid-in capital. Net income or net loss is allocated to the noncontrolling interest in the Operating Partnership based on the weighted average percentage ownership throughout the period.

Revenue Recognition – Revenues from operations of the hotels are recognized when the services are provided. Revenues consist of room sales, food and beverage sales and other hotel department revenues, such as telephone, parking, gift shop sales, and rentals from restaurant tenants, rooftop leases and gift shop operators.

Occupancy and Other Taxes – Revenues are reported net of occupancy and other taxes collected from customers and remitted to governmental authorities.

Income Taxes – The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, the Company generally will not be subject to federal income tax on that portion of its net income that does not relate to MHI Hospitality TRS, LLC, the Company’s wholly-owned taxable REIT subsidiary. MHI Hospitality TRS, LLC, which leases the Company’s hotels from subsidiaries of the Operating Partnership, is subject to federal and state income taxes.

The Company accounts for income taxes using the asset and liability method under which 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. As of March 31, 2011, the Company has no uncertain tax positions. In addition, the Company recognizes obligations for interest and penalties related to uncertain tax positions, if any, as income tax expense. The period from December 21, 2004 through December 31, 2010 remains open to examination by the major taxing jurisdictions to which the Company is subject.

Stock-based Compensation – The Company’s 2004 Long Term Incentive Plan (the “Plan”) permits the grant of stock options, restricted (non-vested) stock and performance stock compensation awards to its employees for up to 350,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its stockholders.

Under the Plan, the Company has made restricted stock and deferred stock awards totaling 215,938 shares including 171,938 shares issued to certain executives and employees, and 44,000 restricted shares issued to its directors. Of the 171,938 shares issued to certain of the Company’s executives and employees, all have vested except 21,000 shares issued to the Vice President and General Counsel upon execution of his employment contract which will vest in equal amounts of 7,000 shares on each anniversary of the effective date of his employment agreement over a three-year period. Regarding the restricted shares awarded to the Company’s directors, all of the shares have vested except 12,000 shares which vest at the end of 2011.

The value of the awards is charged to compensation expense on a straight-line basis over the vesting or service period based on the Company’s stock price on the date of grant or issuance. Under the Plan, the Company may issue a variety of performance-based stock awards, including nonqualified stock options. As of March 31, 2011, no performance-based stock awards have been granted. Consequently, stock-based compensation as determined under the fair-value method would be the same under the intrinsic-value

 

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method. Compensation cost recognized under the Plan for the three months ended March 31, 2011 and 2010 totaled $13,168 and $42,428, respectively.

Comprehensive Income (Loss) – Comprehensive income (loss), as defined, includes all changes in equity (net assets) during a period from non-owner sources. The Company does not have any items of comprehensive income (loss) other than net income (loss).

Segment Information – The Company has determined that its business is conducted in one reportable segment, hotel ownership.

Use of Estimates – The preparation of the 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.

Reclassifications – Certain reclassifications have been made to the prior period balances to conform to the current period presentation.

Recent Accounting Pronouncements – There are no recent accounting pronouncements which the Company believes will have a material impact on its financial statements.

3. Acquisition of Hotel Properties

There were no new acquisitions during the three months ended March 31, 2011.

4. Investment in Hotel Properties

Investment in hotel properties as of March 31, 2011 and December 31, 2010 consisted of the following (in thousands):

 

     March 31, 2011     December 31, 2010  
     (unaudited)        

Land and land improvements

   $ 19,245      $ 19,245   

Buildings and improvements

     177,451        176,641   

Furniture, fixtures and equipment

     30,881        30,345   
                
     227,577        226,231   

Less: accumulated depreciation

     (44,346     (42,332
                
   $ 183,231      $ 183,899   
                

5. Debt

Credit Facility. As of March 31, 2011, the Company had a secured credit facility with a syndicated bank group comprised of BB&T, Key Bank National Association and Manufacturers and Traders Trust Company. The credit facility was established during the second quarter of 2006 and replaced a $23.0 million secured, revolving credit facility with BB&T.

On August 1, 2007, the Company entered into an amendment to its credit agreement modifying certain provisions of the agreement as well as reducing the rate of interest on the credit facility by 0.375% and extending the maturity date by one year. On April 15, 2008, the Company entered into a second amendment to its credit agreement modifying certain provisions of the agreement including increases in the lenders’ revolver commitments by $20.0 million, thereby enabling the Company to borrow up to $80.0 million. On February 19, 2009, the Company entered into a third amendment to its credit agreement modifying certain provisions of the agreement as well as increasing the rate of interest on the credit facility by 1.125%. On June 4, 2010, the Company entered into a fifth amendment to its credit agreement modifying certain provisions of the agreement including an increase in the rate of interest to LIBOR plus additional interest of 4.00%; a LIBOR floor of 0.75%; a conversion to a non-revolving facility; a provision for mandatory quarterly pre-payments based on excess cash flow, as defined in the amendment, as well as a mandatory prepayment if the Company raises equity within certain parameters; and provides an option to extend the maturity for one year if certain conditions are met. The Company had borrowings under the credit facility of approximately $75.2 million at both March 31, 2011 and December 31, 2010.

Prior to entering into a sixth amendment to the credit agreement (see Note 13), the credit facility was set to mature in May 2011 and bore interest at a floating rate of LIBOR plus additional interest ranging from 2.75% to 3.25% prior to June 4, 2010 after which the facility bore interest at a floating rate of LIBOR plus additional interest of 4.00%, subject to a LIBOR floor of 0.75%. On March 31, 2011, LIBOR was 0.243%. Prior to June 4, 2010, the Company was required to pay a fee of 0.25% on the unused portion of the credit facility. Under the terms of the agreement, the Company is required to maintain an interest rate swap in order to hedge against interest rate risk.

The credit facility is secured by the Holiday Inn Brownstone in Raleigh, North Carolina, the Hilton Philadelphia Airport, the Sheraton Louisville Riverside, the Holiday Inn Laurel West and the Crowne Plaza Tampa Westshore, as well as a lien on all business

 

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assets of those properties including, but not limited to, equipment, accounts receivable, inventory, furniture, fixtures and proceeds thereof. At March 31, 2011, the five properties had a net carrying value of approximately $101.9 million. Under the terms of the credit agreement, the Company must satisfy certain financial and non-financial covenants. The Company was in compliance with all required covenants as of March 31, 2011.

Mortgage Debt. As of March 31, 2011, the Company had approximately $72.0 million of outstanding mortgage debt. The following table sets forth the Company’s mortgage debt obligations on its hotels.

 

Property

   Balance Outstanding as of     Prepayment
Penalties
    Maturity
Date
    Amortization
Provisions
    Interest Rate  
   March 31, 2011      December 31, 2010          

Crowne Plaza Hampton Marina

   $ 9,000,000       $ 9,000,000        N        06/2011 (1)      Interest Only        LIBOR plus  2.75 %(2) 

Crowne Plaza Jacksonville Riverfront

     18,000,000         18,000,000             (3)      07/2011        Interest Only        8.00

Hilton Savannah DeSoto

     22,800,188         22,867,464             (4)      07/2017        25 years (5)      6.06

Hilton Wilmington Riverside

     22,217,360         22,324,789             (4)      03/2017        25 years (6)      6.21
                         

Total

   $ 72,017,548       $ 72,192,253           
                         

 

(1) The note may be extended for one 12-month period, subject to certain terms and conditions.
(2) The note bears a minimum interest rate of 4.75%.
(3) The note could not be prepaid prior to July 2009. A prepayment may be made currently without penalty.
(4) The notes may not be prepaid during the first six years of the term. Prepayment can be made with penalty thereafter until 90 days before maturity.
(5) The note provides for payments of interest only until August 2010 after which payments of principal and interest under a 25-year amortization schedule are due until the note matures in July 2017.
(6) The note provides for payments of interest only until March 2009 after which payments of principal and interest under a 25-year amortization schedule are due until the note matures in March 2017.

Total mortgage debt maturities as of March 31, 2011 without respect to any additional loan extensions for the following twelve-month periods were as follows:

 

March 31, 2012

   $ 27,864,950   

March 31, 2013

     919,555   

March 31, 2014

     977,609   

March 31, 2015

     1,039,327   

March 31, 2016

     1,104,943   

Thereafter

     40,111,164   
        

Total future maturities

   $ 72,017,548   
        

Other Loans. On February 9, 2009, the indirect subsidiary of the Company which is a member of the joint venture entity that owns the Crowne Plaza Hollywood Beach Resort, borrowed $4.75 million from the Carlyle Affiliate Lender for the purpose of improving the Company’s liquidity. In June 2008, the joint venture that owns the property purchased a junior participation in a portion of the mortgage loan from the lender. The amount of the loan from the Carlyle Affiliate Lender approximated the amount the Company contributed to the joint venture to enable the joint venture to purchase its interest in the mortgage loan. The interest rate and maturity date of the loan are tied to a note that is secured by a mortgage on the property. The loan, which currently bears a rate of LIBOR plus additional interest of 3.00%, requires monthly payments of interest and principal equal to 50.0% of any distributions it receives from the joint venture. The maturity date of the mortgage to which the loan is tied matures in August 2014. The outstanding balance on the loan at both March 31, 2011 and December 31, 2010 was $4,493,970.

 

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6. Commitments and Contingencies

Ground, Building and Submerged Land Leases – The Company leases 2,086 square feet of commercial space next to the Savannah hotel property for use as an office, retail or conference space, or for any related or ancillary purposes for the hotel and/or atrium space. In December 2007, the Company signed an amendment to the lease to include rights to the outdoor esplanade adjacent to the leased commercial space. These areas are leased under a six-year operating lease, which expired October 31, 2006 and has been renewed for the first of three optional five-year periods expiring October 31, 2011, October 31, 2016 and October 31, 2021, respectively. Rent expense for the three months ended March 31, 2011 and 2010 totaled $17,216 and $15,387, respectively, for this operating lease.

The Company leases, as landlord, the entire fourteenth floor of the Savannah hotel property to The Chatham Club, Inc. under a ninety-nine year lease expiring July 31, 2086. This lease was assumed upon the purchase of the building under the terms and conditions agreed to by the previous owner of the property. No rental income is recognized under the terms of this lease as the original lump sum rent payment of $990 was received by the previous owner and not prorated over the life of the lease.

The Company leases a parking lot adjacent to the Holiday Inn Brownstone in Raleigh, North Carolina. The land is leased under a second amendment, dated April 28, 1998, to a ground lease originally dated May 25, 1966. The original lease is a 50-year operating lease, which expires August 31, 2016. There is a renewal option for up to three additional ten-year periods expiring August 31, 2026, August 31, 2036, and August 31, 2046, respectively. The Company holds an exclusive and irrevocable option to purchase the leased land at fair market value at the end of the original lease term, subject to the payment of an annual fee of $9,000, and other conditions. Rent expense for each of the three months ended March 31, 2011 and 2010 totaled $23,871.

In conjunction with the sublease arrangement for the property at Shell Island, the Company incurs an annual lease expense for a leasehold interest other than the purchased leasehold interest. Lease expense totaled $58,750 for each of the three months ended March 31, 2011 and 2010.

The Company leases a parking lot in close proximity to the Sheraton Louisville Riverside. The land is leased under an agreement dated August 17, 2007 with the City of Jeffersonville, which in turn leases the property from the State of Indiana. The lease term for the parking lot coincides with that of the lease with the State of Indiana, which expires December 31, 2011. The Company has the right to renew or extend the lease with the City of Jeffersonville pursuant to the conditions of the original lease provided that the City of Jeffersonville is able to renew or extend the underlying lease with the State of Indiana. Rent expense totaled $8,400 for each of the three months ended March 31, 2011 and 2010.

The Company leases a parking lot adjacent to the Crowne Plaza Tampa Westshore under a five-year agreement with the Florida Department of Transportation that commenced in July 2009 and expires in July 2014. The agreement requires annual payments of $2,432, plus tax, and may be renewed for an additional five years. Rent expense totaled $689 and $608 for the three months ended March 31, 2011 and 2010, respectively.

The Company leases certain submerged land in the Saint Johns River in front of the Crowne Plaza Jacksonville Hotel from the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida. The submerged land is leased under a five-year operating lease, which expires September 18, 2012 requiring annual payments of $4,961. Rent expense totaled $1,240 for each of the three months ended March 31, 2011 and 2010.

The Company leases 3,542 square feet of commercial office space in Williamsburg, Virginia under an agreement that commenced September 1, 2009 and expires August 31, 2015. Rent expense totaled $13,750 for each of the three months ended March 31, 2011 and 2010.

The Company leases 1,632 square feet of commercial office space in Rockville, Maryland under an agreement that commenced December 14, 2009 and expires February 28, 2017. The agreement requires monthly payments at an annual rate of $22,848 for the first year of the lease term and monthly payments at an annual rate of $45,696 for the second year of the lease term, increasing 2.75% per year for the remainder of the lease term. Rent expense for the three months ended March 31, 2011 and 2010 was $11,183 and $11,013, respectively.

The Company also leases certain furniture and equipment under financing arrangements expiring between October 2011 and March 2014.

 

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A schedule of minimum future lease payments for the following twelve-month periods is as follows:

 

March 31, 2012

   $ 729,598   

March 31, 2013

     625,831   

March 31, 2014

     503,371   

March 31, 2015

     210,166   

March 31, 2016

     173,616   

Thereafter

     87,757   
        

Total future minimum lease payments

   $ 2,330,339   
        

Management Agreements – Each of the operating hotels that the Company wholly-owned at March 31, 2011, except for the Crowne Plaza Tampa Westshore, are operated by MHI Hotels Services under a master management agreement that expires between December 2014 and April 2018. The Company entered into a separate management agreement with MHI Hotels Services for the management of the Crowne Plaza Tampa Westshore that expires in March 2019 (see Note 8).

Franchise Agreements – As of March 31, 2011, the Company’s hotels operate under franchise licenses from national hotel companies. Under the franchise agreements, the Company is required to pay a franchise fee generally between 2.5% and 5.0% of room revenues, plus additional fees that amount to between 2.5% and 6.0% of room revenues from the hotels. The franchise agreements currently expire between November 2011 and April 2023.

Restricted Cash Reserves – Each month, the Company is required to escrow with its lender on the Wilmington Riverside Hilton and the Savannah DeSoto Hilton an amount equal to 1/12 of the annual real estate taxes due for the properties. The Company is also required to establish a property improvement fund for each of these two hotels to cover the cost of replacing capital assets at the properties. Each month, contributions to the property improvement fund equal 4.0% of gross revenues for the Hilton Savannah DeSoto and the Hilton Wilmington Riverside.

Pursuant to the terms of the mortgage on the Crowne Plaza Jacksonville Riverfront, the Company is required to make monthly contributions equal to 4.0% of room revenues into a property improvement fund.

Pursuant to the terms of the mortgage on the Crowne Plaza Hampton Marina, the Company is required to make monthly contributions equal to 4.0% of gross revenues to a property improvement fund.

Pursuant to the terms of the fifth amendment to the credit agreement, the Company is required to escrow with its lender an amount sufficient to pay the real estate taxes as well as property and liability insurance for the encumbered properties when due. In addition, the Company is required to make monthly contributions equal to 3.0% of room revenues into a property improvement fund.

Litigation – The Company is not involved in any material litigation, nor, to its knowledge, is any material litigation threatened against the Company. The Company is involved in routine legal proceedings arising out of the ordinary course of business, all of which the Company expects to be covered by insurance. The Company does not expect any pending legal proceedings to have a material impact on its financial condition or results of operations.

7. Capital Stock

Common Shares – The Company is authorized to issue up to 49,000,000 shares of common stock, $0.01 par value per share. Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Holders of the Company’s common stock are entitled to receive distributions when authorized by the Company’s board of directors out of assets legally available for the payment of distributions.

On March 22, 2011, the Company issued 17,500 shares of non-restricted stock to certain executives and employees as well as 12,000 shares of restricted stock to its then serving independent directors.

On January 25, 2011, the Company issued 16,000 non-restricted shares to its Chief Operating Officer and President in accordance with the terms of his employment contract, as amended.

On June 7, 2010, the Company issued 21,000 shares of restricted stock to its Vice President and General Counsel in accordance with the terms of his employment contract.

On March 22, 2010, one holder of units in the Operating Partnership redeemed 368,168 units for an equivalent number of shares of the Company’s common stock.

During February 2010, the Company issued 18,175 shares of non-restricted stock to certain executives and 12,000 shares of restricted stock to its independent directors.

 

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In addition, on February 1, 2010, the Company issued 15,000 shares of non-restricted stock to its Chief Executive Officer in accordance with the terms of his renewed employment contract.

As of March 31, 2011 and December 31, 2010, the Company had 9,586,786 and 9,541,286 shares of common stock outstanding, respectively.

Warrants – As of March 31, 2011, the Company has granted no warrants representing the right to purchase common stock.

Preferred Shares – The Company is authorized to issue 1,000,000 shares of preferred stock, $.01 par value per share. As of March 31, 2011, there were no shares of preferred stock outstanding.

Operating Partnership Units – Holders of Operating Partnership units have certain redemption rights, which enable them to cause the Operating Partnership to redeem their units in exchange for shares of the Company’s common stock on a one-for-one basis or, at the option of the Company, cash per unit equal to the market price of the Company’s common stock at the time of redemption. The number of shares issuable upon exercise of the redemption rights will be adjusted upon the occurrence of stock splits, mergers, consolidations or similar pro rata share transactions, which otherwise would have the effect of diluting the ownership interests of the limited partners or the stockholders of the Company.

As of March 31, 2011, the total number of Operating Partnership units outstanding was 3,354,439, with a fair market value of approximately $8.5 million based on the price per share of the common stock on that date.

8. Related Party Transactions

As of March 31, 2011, the members of MHI Hotels Services (a company that is majority-owned and controlled by the Company’s chief executive officer, its chief financial officer and a current and former member of its Board of Directors) owned approximately 7.2% of the Company’s outstanding common stock and 2,218,670 Operating Partnership units. The following is a summary of the transactions between the Company and MHI Hotels Services:

Accounts Receivable – At March 31, 2011, the Company owed $3,546 to MHI Hotels Services while at December 31, 2010, the Company was due $17,375 from MHI Hotels Services.

Shell Island Sublease – The Company has a sublease arrangement with MHI Hotels Services on its leasehold interests in the property at Shell Island. Leasehold revenue for each of the three months ended March 31, 2011 and 2010 was $160,000.

Strategic Alliance Agreement – On December 21, 2004, the Company entered into a ten-year strategic alliance agreement with MHI Hotels Services that provides in part for the referral of acquisition opportunities to the Company and the management of its hotels by MHI Hotels Services.

Management Agreements – Each of the hotels that the Company owned at March 31, 2011, except for the Crowne Plaza Tampa Westshore, are operated by MHI Hotels Services under a master management agreement that expires between December 2014 and April 2018. The Company entered into a separate management agreement with MHI Hotels Services for the management of the Crowne Plaza Tampa Westshore that expires in March 2019. Under both management agreements, MHI Hotels Services receives a base management fee, and if the hotels meet and exceed certain thresholds, an additional incentive management fee. The base management fee for any hotel is 2.0% of gross revenues for the first full fiscal year and partial fiscal year from the commencement date through December 31 of that year, 2.5% of gross revenues the second full fiscal year, and 3.0% of gross revenues for every year thereafter. Pursuant to the sale of the Holiday Inn Downtown in Williamsburg, Virginia, one of the hotels initially contributed to the Company upon its formation, MHI Hotels Services agreed that the property in Jeffersonville, Indiana shall substitute for the Williamsburg property under the master management agreement. The incentive management fee, if any, is due annually in arrears within 90 days of the end of the fiscal year and will be equal to 10.0% of the amount by which the gross operating profit of the hotels, on an aggregate basis, for a given year exceeds the gross operating profit for the same hotels, on an aggregate basis, for the prior year. The incentive management fee may not exceed 0.25% of gross revenues of all of the hotels included in the incentive fee calculation.

Management fees earned by MHI Hotels Services totaled $538,556 and $443,504 for the three months March 31, 2011 and 2010, respectively. In addition, estimated incentive management fees of $45,755 and $16,275 were accrued for the three months ended March 31, 2011 and 2010, respectively.

Employee Medical Benefits – The Company purchases employee medical benefits through Maryland Hospitality, Inc. (d/b/a MHI Health), an affiliate of MHI Hotels Services. Premiums for employee medical benefits paid by the Company were $642,321 and $491,867 for the three months ended March 31, 2011 and 2010, respectively.

Construction Management Services – The Company has engaged MHI Hotels Services to manage certain aspects of the renovations at the Crowne Plaza Tampa Westshore and the Holiday Inn Brownstone. The Company paid construction management fees of $0 and $50,000 for the three months ended March 31, 2011 and 2010, respectively.

 

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9. Retirement Plan

The Company maintains a 401(k) plan for qualified employees which is subject to “safe harbor” provisions and which requires that the Company match 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. All Company matching funds vest immediately in accordance with the “safe harbor” provision. Company contributions to the plan totaled $11,088 and $9,989 for the three months ended March 31, 2011 and 2010, respectively.

10. Unconsolidated Joint Venture

The Company owns a 25.0% indirect interest in (i) the entity that owns the Crowne Plaza Hollywood Beach Resort; (ii) the entity that leases the hotel and has engaged MHI Hotels Services to operate the hotel under a management contract; (iii) the entity that entered into a lease agreement upon closing of the hotel acquisition with respect to the adjacent three-acre site on which is located a parking garage that is utilized by the hotel; and (iv) the entity that owned the junior participation in the existing mortgage. Carlyle owns a 75.0% indirect controlling interest in all these entities. The joint venture purchased the property on August 8, 2007 and began operations on September 18, 2007. Summarized financial information for this investment, which is accounted for under the equity method, is as follows:

 

     March 31,
2011
     December 31,
2010
 
     (unaudited)         

ASSETS

     

Investment in hotel properties, net

   $ 69,211,772       $ 69,678,303   

Cash and cash equivalents

     3,995,468         1,952,687   

Accounts receivable

     369,812         271,822   

Prepaid expenses, inventory and other assets

     3,071,033         2,772,382   
                 

TOTAL ASSETS

   $ 76,648,085       $ 74,675,194   
                 

LIABILITIES

     

Mortgage loans, net

   $ 34,100,000       $ 34,100,000   

Accounts payable and other accrued liabilities

     3,228,365         2,434,683   

Advance deposits

     304,608         283,144   
                 

TOTAL LIABILITIES

     37,632,973         36,817,827   

TOTAL MEMBERS’ EQUITY

     39,015,112         37,857,367   
                 

TOTAL LIABILITIES AND MEMBERS’ EQUITY

   $ 76,648,085       $ 74,675,194   
                 

 

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     Three months ended
March 31, 2011
    Three months ended
March 31, 2010
 
     (unaudited)     (unaudited)  

Revenue

    

Rooms department

   $ 3,786,538      $ 3,978,440   

Food and beverage department

     724,154        646,848   

Other operating departments

     295,225        305,006   
                

Total revenue

     4,805,917        4,930,294   

Expenses

    

Hotel operating expenses

    

Rooms department

     681,458        671,663   

Food and beverage department

     509,910        482,008   

Other operating departments

     179,551        177,580   

Indirect

     1,327,211        1,718,350   
                

Total hotel operating expenses

     2,698,130        3,049,601   

Depreciation and amortization

     546,512        546,548   

General and administrative

     58,635        77,638   
                

Total operating expenses

     3,303,277        3,673,787   
                

Net operating income

     1,502,640        1,256,707   

Interest expense

     (439,853     (172,487

Interest income

            2,118   

Unrealized gain on hedging activities

     94,958          
                

Net income

   $ 1,157,745      $ 1,086,138   
                

11. Income Taxes

The components of the income tax provision (benefit) for the three months ended March 31, 2011 and 2010 are as follows (in thousands):

 

     Three months ended
March 31, 2011
    Three months ended
March 31, 2010
 
     (unaudited)     (unaudited)  

Current:

    

Federal

   $ 9      $   

State

     54        39   
                
     63        39   
                

Deferred:

    

Federal

     (23     (186

State

     8        (46
                
     (15     (232
                
   $ 48      $ (193
                

A reconciliation of the statutory federal income tax expense (benefit) to the Company’s income tax provision is as follows (in thousands):

 

     Three months ended
March 31, 2011
    Three months ended
March 31, 2010
 
     (unaudited)     (unaudited)  

Statutory federal income tax expense (benefit)

   $ (438   $ (438

Effect of non-taxable REIT income

     424        252   

State income tax expense (benefit)

     62        (7
                
   $ 48      $ (193
                

As of March 31, 2011 and December 31, 2010, the Company had a net deferred tax asset of approximately $4.8 million and $4.7 million, respectively, of which, approximately $4.3 million and $4.2 million, respectively, are due to accumulated net operating losses.

 

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These loss carryforwards will begin to expire in 2024 if not utilized by then. As of March 31, 2011 and December 31, 2010, approximately $0.4 million of the net deferred tax asset is attributable to the Company’s share of start-up expenses related to the Crowne Plaza Hollywood Beach Resort, start-up expenses related to the opening of the Sheraton Louisville Riverside and the Crowne Plaza Tampa Westshore that were not deductible in the year incurred, but are being amortized over 15 years. The remainder of the net deferred tax asset is attributable to year-to-year timing differences including accrued, but not deductible, employee performance awards, vacation and sick pay, bad debt allowance and depreciation. The Company believes that it is more likely than not that the deferred tax asset will be realized and that no valuation allowance is required.

12. Earnings per Share

The limited partners’ outstanding limited partnership units in the Operating Partnership (which may be redeemed for common stock upon notice from the limited partners and following the Company’s election to redeem the units for stock rather than cash) have been excluded from the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net income. The computation of basic and diluted earnings per share is presented below.

 

     Three months ended
March 31, 2011
    Three months ended
March 31, 2010
 
     (unaudited)     (unaudited)  

Net loss attributable to the Company

   $ (989,318   $ (779,843

Basic:

    

Weighted average number of common shares outstanding

     9,560,564        9,175,652   

Net loss per share – basic

   $ (0.10   $ (0.08

Diluted:

    

Dilutive awards

            16,000   

Diluted weighted average number common shares outstanding

     9,560,564        9,191,652   

Net loss per share – diluted

   $ (0.10   $ (0.08

Diluted net loss per share takes into consideration the pro forma dilution of certain unvested stock awards.

13. Subsequent Events

Securities Purchase Agreement – On April 18, 2011, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Essex Illiquid, LLC and Richmond Hill Capital Partners, LP (collectively, the “Investors”), under which the Company issued and sold to the Investors in a private placement 25,000 shares of the Company’s Series A Cumulative Redeemable Preferred Stock (the “Preferred Stock”), and a warrant (the “Warrant”) to purchase 1,900,000 shares of the Company’s common stock, par value $0.01 per share, for a purchase price of $25.0 million.

Preferred Stock – The Company has designated a class of preferred stock, consisting of 27,650 shares with $0.01 par value per share, having a liquidation preference of $1,000.00 per share (the “Series A Cumulative Redeemable Preferred Stock”) pursuant to Articles Supplementary (the “Articles Supplementary”), which sets forth the preferences, rights and restrictions for the Series A Cumulative Redeemable Preferred Stock. The Series A Cumulative Redeemable Preferred Stock is non-voting and non-convertible. The Series A Cumulative Redeemable Preferred Stock has a mandatory redemption date of April 18, 2016 or upon the earlier occurrence of certain triggering events. The holders of the Series A Cumulative Redeemable Preferred Stock have a right to payment of a cumulative dividend payable (i) in cash at an annual rate of 10% and (ii) in additional shares of the Series A Cumulative Redeemable Preferred Stock at an annual rate of 2% of the liquidation preference per share. As set forth in the Articles Supplementary, the holder(s) of the Company’s Series A Cumulative Redeemable Preferred Stock will have the exclusive right, voting separately as a single class, to elect one (1) member of the Company’s board of directors. In addition, under certain circumstances as set forth in the Articles Supplementary, the holder(s) of the Company’s Series A Cumulative Redeemable Preferred Stock will be entitled to appoint a majority of the members of the board of directors. The holder(s) of the Company’s Series A Cumulative Redeemable Preferred Stock will be entitled to require that the Company redeem the Series A Cumulative Redeemable Preferred Stock under certain circumstances on such terms and at such price as is set forth in the Articles Supplementary.

Warrant – The Warrant entitles the holder(s) to purchase up to 1,900,000 shares of the Company’s common stock at an exercise price of $2.25 per share. The Warrant expires on October 18, 2016. Warrant holders will have no voting rights. The exercise price and number of shares of common stock issuable upon exercise of the Warrants are both subject to adjustment in certain cases. The Warrant also contains a cashless exercise right. Under certain circumstances as set forth in the Warrant, the holder of the Warrant will be entitled to participate in certain future securities offerings of the Company.

The Company used the net proceeds from the sale of the Preferred Stock and the Warrant to partially prepay the amounts owed by the Company under its credit agreement.

 

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Note Agreement – On April 18, 2011, the Company entered into a Note Agreement (the “Note Agreement”) with Essex Equity High Income Joint Investment Vehicle, LLC, as a lender (the “Lender”), pursuant to which the Company has the right to borrow up to $10,000,000 (the “Bridge Financing”). The principal amount borrowed under the Note Agreement will bear interest at the rate of 9.25% per annum, payable quarterly in arrears. The Bridge Financing will mature on the fourth anniversary of the Note Agreement or, if earlier, upon the redemption in full of the Preferred Stock. The Bridge Financing may be prepaid at the Company’s option in whole or in part at any time without penalty. Further, the Company is obligated to make prepayments in the event, and to the extent of the proceeds from, new equity issuances, certain debt incurrences and sales of assets which do not secure the Company’s obligations under the Company’s credit agreement and to repay the Bridge Financing in full following certain trigger events which also give rise to an obligation to redeem the outstanding shares of Preferred Stock. The Note Agreement provides for certain future securities pledges and/or asset liens to be granted from time to time to the Lender to secure the Bridge Financing, under the circumstances and upon the conditions set forth in the Note Agreement. The Company intends to use the net proceeds from the Bridge Financing to (i) facilitate the refinancing of the mortgage on the Crowne Plaza Jacksonville Riverfront Property and the Crowne Plaza Hampton Marina, if necessary; (ii) pay its transaction fees and expenses in respect of the Bridge Financing, the issuance and sale of the Preferred Stock and Warrant and the sixth amendment to the Company’s credit agreement; and (iii) finance ongoing working capital and general corporate needs of the Company.

Sixth Amendment to Credit Agreement – On April 18, 2011, the Company entered into a sixth amendment to the credit agreement dated effective as of April 18, 2011. Among other things, the amendment: (i) extends the final maturity date of advances under the credit agreement to May 8, 2014; (ii) provides that no additional advances may be made and no currently outstanding advances subsequently repaid or prepaid may be reborrowed; (iii) adjusts the release amounts with respect to secured hotel properties; (iv) reduces the additional interest from 4.00% to 3.50% and removes the LIBOR floor of 0.75%; and (v) adjusts certain financial covenants including restrictions relating to payment of dividends. In connection with the amendment, the Company reduced the outstanding balance on its existing credit facility by approximately $22.7 million.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a self-managed and self-administered REIT incorporated in Maryland in August 2004 to pursue opportunities primarily in the full-service upper-upscale and upscale segments of the hotel industry located in primary and secondary markets in the Mid-Atlantic and Southern United States. We commenced operations in December 2004 when we completed our initial public offering (the “IPO”) and thereafter consummated the acquisition of the initial properties.

Our hotel portfolio currently consists of ten full-service, upper-upscale and upscale hotels with 2,421 rooms, which operate under well-known brands such as Hilton, Crowne Plaza, Sheraton and Holiday Inn. Nine of these hotels, totaling 2,110 rooms, are 100% owned by subsidiaries of our Operating Partnership. We also own a 25.0% indirect non-controlling interest in the Crowne Plaza Hollywood Beach Resort through a joint venture with Carlyle and we have leasehold interests in a resort condominium facility in Wrightsville Beach, North Carolina. As of March 31, 2011, we owned the following hotel properties:

 

Property

   Number
of Rooms
     Location      Date of Acquisition  

Wholly-owned

        

Crowne Plaza Hampton Marina

     173         Hampton, VA         April 24, 2008   

Crowne Plaza Jacksonville Riverfront

     292         Jacksonville, FL         July 22, 2005   

Crowne Plaza Tampa Westshore

     222         Tampa, FL         October 29, 2007   

Holiday Inn Brownstone

     187         Raleigh, NC         December 21, 2004   

Holiday Inn Laurel West

     207         Laurel, MD         December 21, 2004   

Hilton Philadelphia Airport

     331         Philadelphia, PA         December 21, 2004   

Hilton Savannah DeSoto

     246         Savannah, GA         December 21, 2004   

Hilton Wilmington Riverside

     272         Wilmington, NC         December 21, 2004   

Sheraton Louisville Riverside

     180         Jeffersonville, IN         September 20, 2006   
              
     2,110         

Joint Venture Property

        

Crowne Plaza Hollywood Beach Resort

     311         Hollywood, FL         August 9, 2007   
              

Total

     2,421         
              

We conduct substantially all our business through our Operating Partnership. We are the sole general partner of our Operating Partnership, and we own an approximate 74.1% interest in our Operating Partnership, with the remaining interest being held by the contributors of our initial properties as limited partners.

To qualify as a REIT, we cannot operate hotels. Therefore, our Operating Partnership leases our wholly-owned hotel properties to MHI Hospitality TRS, LLC, our TRS Lessee, which then engages a hotel management company to operate the hotels under a management contract. Our TRS Lessee has engaged MHI Hotels Services to manage our hotels. Our TRS Lessee, and its parent, MHI

 

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Hospitality TRS Holding, Inc., are consolidated into our financial statements for accounting purposes. The earnings of MHI Hospitality TRS Holding, Inc. are subject to taxation similar to other C corporations.

Key Operating Metrics

In the hotel industry, most categories of operating costs, with the exception of franchise, management, credit card fees and the costs of the food and beverage served, do not vary directly with revenues. This aspect of our operating costs creates operating leverage, whereby changes in sales volume disproportionately impact operating results. Room revenue is the most important category of revenue and drives other revenue categories such as food, beverage and telephone. There are three key performance indicators used in the hotel industry to measure room revenues:

 

   

Occupancy, or the number of rooms sold, usually expressed as a percentage of total rooms available;

 

   

Average daily rate or ADR, which is total room revenue divided by the number of rooms sold; and

 

   

Revenue per available room or RevPAR, which is total room revenue divided by the total number of available rooms.

Results of Operations

The following table illustrates the actual key operating metrics for each of the three months ended March 31, 2011 and 2010 for the properties we wholly-owned during each respective reporting period.

 

     Three months ended
March 31, 2011
     Three months ended
March 31, 2010
 

Occupancy %

     63.1%         62.7%   

ADR

   $ 107.72       $ 101.65   

RevPAR

   $ 67.95       $ 63.69   

Comparison of the Three Months Ended March 31, 2011 to the Three Months Ended March 31, 2010

Revenue. Total revenue for the three months ended March 31, 2011 increased approximately $1.0 million or 5.8% to approximately $18.5 million compared to total revenue of approximately $17.5 million for the three months ended March 31, 2010. Increases in revenue at our Tampa, Florida, Wilmington, North Carolina, Jeffersonville, Indiana and Hampton, Virginia properties offset declines in revenue at our Savannah, Georgia and Laurel, Maryland properties.

Room revenue increased approximately $0.8 million or 6.7% to approximately $12.9 million for the three months ended March 31, 2011 compared to room revenue of approximately $12.1 million for the three months ended March 31, 2010. The increase in room revenue for the three months ended March 31, 2011 resulted from a 6.0% increase in ADR and a 0.7% increase in occupancy as compared to the same period in 2010. Room revenue increased at all our properties with the exception of our property in Laurel, Maryland.

Food and beverage revenues increased approximately $0.3 million or 6.0% to approximately $4.6 million for the three months ended March 31, 2011 compared to food and beverage revenues of approximately $4.3 million for the three months ended March 31, 2010. Increases in banqueting revenue at our properties in Tampa, Florida, Jeffersonville, Indiana, Raleigh, North Carolina and Wilmington, North Carolina offset decreases in food and beverage revenue at our properties in Laurel, Maryland and Savannah, Georgia.

Revenue from other operating departments for the three months ended March 31, 2011 remained constant at approximately $1.1 million compared to revenue from other operating departments for the three months ended March 31, 2010.

Hotel Operating Expenses. Hotel operating expenses, which consist of room expenses, food and beverage expenses, other direct expenses and management fees, were approximately $14.5 million, an increase of approximately $0.5 million or 3.9% for the three months ended March 31, 2011 compared to total hotel operating expenses of approximately $14.0 million for the three months ended March 31, 2010. The increase in hotel operating expense was mostly attributable to an increase in operating revenue.

Rooms expense for the three months ended March 31, 2011 increased approximately $0.1 million or 2.8% to approximately $3.7 million compared to rooms expense of approximately $3.6 million for the three months ended March 31, 2010. The increase was largely attributable to higher payroll costs related to fewer vacant positions, higher unemployment taxes and employee furloughs in the prior period.

Food and beverage expenses for the three months ended March 31, 2011 increased approximately $0.1 million to approximately $3.1 million or 3.5% compared to food and beverage expenses of approximately $3.0 million for the three months ended March 31, 2010. Most of the increase in food and beverage expense was directly related to the increase in food and beverage revenues. An improvement in food and beverage margins from 29.9% to 31.5% offset the cost of higher volume.

 

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Indirect expenses at our wholly-owned properties for the three months ended March 31, 2011 increased approximately $0.4 million or 5.4% to approximately $7.6 million compared to indirect expenses of approximately $7.2 million for the three months ended March 31, 2010. Management fees and franchise fees increased significantly due to the increase in revenue. Energy costs increased as well due to the increase in occupancy and higher costs due to the expiration of favorable fixed rate contracts. Sales and marketing costs, repairs and maintenance, insurance, real and personal property taxes as well as general and administrative costs at the property level are also included in indirect expenses.

Depreciation and Amortization. Depreciation and amortization expense for the three months ended March 31, 2011 remained constant at approximately $2.1 million compared to depreciation and amortization expense for the three months ended March 31, 2010.

Corporate General and Administrative. Corporate general and administrative expenses for the three months ended March 31, 2011 decreased approximately $0.1 million or 9.5% to approximately $1.0 million compared to corporate general and administrative expense of approximately $1.1 million for the three months ended March 31, 2010.

Interest Expense. Interest expense for the three months ended March 31, 2011 increased approximately $0.3 million or 11.9% to approximately $2.6 million compared to interest expense of approximately $2.3 million for the three months ended March 31, 2010. The increase was the combined result of a higher effective interest rate due mostly to the June 2010 amendment to the credit agreement offset by the lower average balance of debt outstanding.

Equity Income in Joint Venture. Equity income in joint venture for the three months ended March 31, 2011 represents our 25.0% share of the net loss of the Crowne Plaza Hollywood Beach Resort. For the three months ended March 31, 2011, our 25.0% share of the net income of the hotel remained constant at approximately $0.3 million, as compared to the same for the three months ended March 31, 2010. For the three months ended March 31, 2011, the hotel reported occupancy of 88.3%, ADR of $153.19 and RevPAR of $135.28. This compares with results reported by the hotel for the three months ended March 31, 2010 of occupancy of 89.1%, ADR of $159.49 and RevPAR of $142.14.

Income Taxes. The income tax provision or benefit is primarily derived from the operations of our TRS Lessee. The Company realized income tax expense of approximately $50,000 for the three months ended March 31, 2011 as compared to an income tax benefit of approximately $0.2 million for the three months ended March 31, 2010.

Net Loss. The net loss for the three months ended March 31, 2011 increased approximately $0.2 million or 22.2% to approximately $1.3 million as compared to a net loss of approximately $1.1 million for the three months ended March 31, 2010 as a result of the operating results discussed above.

Funds From Operations

Funds from Operations (“FFO”) is used by industry analysts and investors as a supplemental operating performance measure of an equity REIT. FFO is calculated in accordance with the definition that was adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, NAREIT. FFO, as defined by NAREIT, represents net income or loss determined in accordance with GAAP, excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus certain non-cash items such as real estate asset depreciation and amortization, and after adjustment for any noncontrolling interest from unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by itself. Thus, NAREIT created FFO as a supplemental measure of REIT operating performance that excludes historical cost depreciation, among other items, from GAAP net income.

Management believes that the use of FFO, combined with the required GAAP presentations, has improved the understanding of the operating results of REITs among the investing public and made comparisons of REIT operating results more meaningful. Management considers FFO to be a useful measure of adjusted net income for reviewing comparative operating and financial performance. Management believes FFO is most directly comparable to net income (loss), which remains the primary measure of performance, because by excluding gains or losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization, FFO assists in comparing the operating performance of a company’s real estate between periods or as compared to different companies. Although FFO is intended to be a REIT industry standard, other companies may not calculate FFO in the same manner as we do, and investors should not assume that FFO as reported by us is comparable to FFO as reported by other REITs.

The following table reconciles net loss to FFO for each of the three months ended March 31, 2011 and 2010 (unaudited):

 

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     Three months ended
March 31, 2011
    Three months ended
March 31, 2010
 

Net loss

   $ (1,336,469   $ (1,094,035

Add depreciation and amortization

     2,123,477        2,131,484   

Add equity in depreciation of joint venture

     136,628        136,311   

Subtract gain on disposal of assets

     (6,200       
                

FFO

   $ 917,436      $ 1,173,760   
                

Weighted average shares outstanding

     9,560,564        9,175,652   

Weighted average units outstanding

     3,354,439        3,696,699   
                

Weighted average shares and units

     12,914,003        12,872,351   
                

FFO per share and unit

   $ 0.07      $ 0.09   
                

Sources and Uses of Cash

Operating Activities. Our principal source of cash to meet our operating requirements, including distributions to unitholders and stockholders as well as repayments of indebtedness, is the operations of our hotels. Cash flow provided by operating activities for the three months ended March 31, 2011 was approximately $3.8 million. We expect that the net cash provided by operations will be adequate to fund our continuing operations, monthly and quarterly payments of principal and interest and the payment of dividends in accordance with federal income tax laws which require us to make annual distributions to our stockholders of at least 90% of our REIT taxable income, excluding net capital gains.

Investing Activities. Approximately $1.1 million was spent during the three months ended March 31, 2011 on capital improvements and the replacement of furniture, fixtures and equipment.

Financing Activities. During the three months ended March 31, 2011, we paid approximately $0.2 million of scheduled principal payments toward the mortgages on the Hilton Wilmington Riverside and the Hilton Savannah DeSoto. We also paid approximately $0.3 million in deferred financing costs in relation to the sixth amendment to the credit agreement.

Capital Expenditures

Since mid-2004, we have completed product improvement plans (“PIPs”) in connection with the licensing or re-licensing at eight of our nine wholly-owned properties. With the exception of a PIP in connection with the re-licensing of the Holiday Inn Brownstone as the Doubletree Hotel Raleigh Downtown before its current franchise license expires in December 2011, we anticipate that capital expenditures for the replacement and refurbishment of furniture, fixtures and equipment over the next 12 to 24 months will be lower than historical norms for our properties and the industry. Historically, we have aimed to maintain overall capital expenditures at 4.0% of gross revenue. However, in light of the recent slowdown of the economy and current economic climate as well as in the interest of preserving capital, we aim to restrict capital expenditures to the replacement of broken or damaged furniture and equipment and the acquisition of items mandated by our licensors that are necessary to maintain our brand affiliations. We anticipate that capital expenditures for the replacement and refurbishment of furniture, fixtures and equipment that are not related to a PIP should total 2.75% to 3.25% of gross revenues during the next 12 to 24 months.

We estimate the remaining capital expenditures related to the PIP underway in Raleigh, North Carolina will be approximately $1.8 million and expect to fund it out of operations. We expect capital expenditures for the replacement or refurbishment of furniture, fixtures and equipment at our remaining properties will be funded by our replacement reserve accounts, other than costs that we incur to make capital improvements that may be required by our franchisors. Reserve accounts are escrowed accounts with funds deposited monthly and reserved for capital improvements or expenditures. We deposit an amount equal to 4.0% of gross revenue for the Hilton Savannah DeSoto, the Hilton Wilmington Riverside and the Crowne Plaza Hampton Marina and 4.0% of room revenues for the Crowne Plaza Jacksonville Riverfront. Commencing in June 2010, we began depositing an amount equal to 3.0% of room revenues for our remaining wholly-owned properties.

Liquidity and Capital Resources

As of March 31, 2011, we had cash and cash equivalents of approximately $7.2 million, of which approximately $2.2 million was in restricted reserve accounts and real estate tax and insurance escrows. As of March 31, 2011, our credit facility had an outstanding balance of approximately $75.2 million. We expect that our cash on hand combined with our cash flow from our hotels should be adequate to fund continuing operations, recurring capital expenditures for the refurbishment and replacement of furniture, fixtures and equipment, monthly payments of principal and interest and dividends on the Preferred Stock.

In April 2011, we sold 25,000 shares of redeemable Preferred Stock and generated net proceeds of approximately $24.0 million after transaction costs. In conjunction with the sale of redeemable Preferred Stock, we executed an amendment to our credit

 

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agreement and used approximately $22.7 million of the proceeds to reduce the outstanding balance on the credit facility. Among other modifications to the existing amended credit agreement, the amendment extends the maturity date for three years to May 2014, reduces the additional interest from 4.00% to 3.50% and removes the LIBOR floor of 0.75%, and modifies certain covenants. We estimate that the reduced interest expense on the remaining balance on the credit facility related to the amended terms of the credit agreement is approximately the same as the increased cost related to the redeemable Preferred Stock.

Coincident with the sale of redeemable Preferred Stock and execution of the sixth amendment to the credit agreement, we executed a Note Agreement with Essex Equity High Income Joint Investment Vehicle, LLC allowing us to borrow up to $10.0 million (“Bridge Financing”) at a fixed rate of 9.25% upon which no draws have been made.

In June 2011, the mortgage on the Crowne Plaza Hampton Marina matures, but may be extended an additional twelve months provided the operating performance of the property meets certain debt service coverage criteria. We anticipate that the operating performance of the property will be insufficient to meet the extension requirements. We may be required to reduce the mortgage balance by an amount up to $4.0 million in order to secure an extension or to refinance the existing mortgage indebtedness with a different lender. We intend to draw upon the Bridge Financing as well as working capital to secure the extension or refinance.

In July 2011, the mortgage on the Crowne Plaza Jacksonville Riverfront matures. We intend to refinance the existing mortgage indebtedness, but, depending on market conditions, may be required to reduce the mortgage balance by an amount up to $5.0 million. We intend to draw upon the Bridge Financing as well as working capital to refinance the existing indebtedness.

We will need to, and plan to, renew, replace or extend our long-term indebtedness prior to their respective maturity dates. We are uncertain whether we will be able to refinance these obligations or if refinancing terms will be favorable. If we are unable to obtain alternative or additional financing arrangements in the future, or if we cannot obtain financing on acceptable terms, we may be forced to dispose of hotel properties on disadvantageous terms. To the extent we cannot repay our outstanding debt, we risk losing some or all of these properties to foreclosure and we could be required to invoke insolvency proceedings including, but not limited to, commencing a voluntary case under the U.S. Bankruptcy Code.

We believe the recovering economy will provide opportunities to acquire properties at attractive prices. However, with the constraints of the covenants in our credit agreement and other financing agreements, we have limited, if any, ability to incur additional debt in order to take advantage of such opportunities. Given the potential for attractive acquisitions emerging from the recent economic downturn, we intend to pursue additional equity financing in the future to enable us to take advantage of such opportunities. However, should additional equity financing not be available on acceptable terms, we may not be able to take advantage of such opportunities.

Beyond the funding of any required principal reduction on our existing indebtedness or acquisitions in the near-term, our medium and long-term capital needs will generally include the retirement of maturing mortgage debt, amounts outstanding under our secured credit facility, redemption of the Preferred Stock and obligations under our tax indemnity agreements, if any. We remain committed to maintaining a flexible capital structure. Accordingly, we expect to meet our long-term liquidity needs through a combination of some or all the following:

 

   

The issuance of additional shares of preferred stock;

 

   

The issuance of additional shares of our common stock;

 

   

The issuance of additional units in the Operating Partnership;

 

   

The incurrence by the subsidiaries of the Operating Partnership of mortgage indebtedness in connection with the refinancing of hotel properties;

 

   

The selective disposition of core or non-core assets;

 

   

The sale or contribution of some of our wholly-owned properties, development projects or development land to strategic joint ventures to be formed with unrelated investors, which would have the net effect of generating additional capital through such sale or contribution;

 

   

The issuance by the Operating Partnership of the Company and/or their subsidiary entities of secured and unsecured debt securities to the extent permitted by our credit agreement; or

 

   

The incurrence by the subsidiaries of the Operating Partnership of mortgage indebtedness in connection with the acquisition or refinancing of hotel properties.

Dividend Policy

In December 2008, in the interest of capital preservation and based on the expectation that the U.S. economy, and in particular the lodging industry, would continue to face declining operating trends through 2009, we amended our dividend policy and reduced the level of our cash dividend payments. Our ability to make distributions is constrained by the terms of our credit agreement, as amended, the Preferred Stock instrument and the Note Agreement. The Company’s credit agreement, as amended, the Preferred Stock

 

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instrument and the Note Agreement permit the Company to pay a dividend on our common stock subject to certain requirements, including liquidity thresholds. At present, the Company meets and exceeds these requirements to pay a dividend on our common stock in an amount minimally necessary in order to maintain our status as a REIT. The credit agreement also provides that the Company may make additional dividend distributions so long as no event of default exists at the time, or after giving effect to such additional distributions, if the Company maintains both a minimum liquidity position of $7.5 million and satisfies a debt yield ratio of EBITDA to total liabilities of at least 10.0% before and after giving effect to such distribution, provided the aggregate amount of total distributions cannot exceed 90.0% of FFO (including distributions on Preferred Stock in the calculation of FFO) for the previous twelve months, all as defined in the credit agreement, as amended. Pursuant to the sixth amendment to the credit agreement, total liabilities and FFO are defined such that it eases the Company’s compliance with the credit agreement’s restrictions on additional distributions. The Preferred Stock instrument similarly requires a minimum liquidity position of $7.5 million as a condition to payment of a dividend on common stock. The Note Agreement further provides that the Company may make additional dividend distributions if the Company has, and will have after giving effect to such distributions, at least $10.0 million in total cash or cash equivalents. Up to $5.0 million in undrawn commitments under the Note Agreement may be included in calculating the liquidity requirements under the credit agreement, the Preferred Stock instrument and the Note Agreement.

The amount of future distributions will be based upon quarterly operating results, general economic conditions, requirements for capital improvements, the availability of debt and equity capital, the Internal Revenue Code’s annual distribution requirements, the terms of our credit agreement, as amended, or any future or similar credit agreement, the Preferred Stock instrument and the Note Agreement and other factors which our board of directors deems relevant. The amount, timing and frequency of distributions will be authorized by our board of directors and declared by us based upon a variety of factors deemed relevant by our board of directors, and no assurance can be given that our distribution policy will not change in the future.

The holders of the Preferred Stock have a right to payment of a cumulative dividend payable (i) in cash at an annual rate of 10.0% and (ii) in additional shares of the preferred stock at an annual rate of 2.0% of the liquidation preference per share. With respect to dividends on Preferred Stock, the credit agreement, as amended, provides that they may only be paid from unrestricted cash, if all interest then owing under the credit agreement has been paid, and if no event of default, or breach of certain financial covenants, exists on the payment date both before and after giving effect to the payment of preferred dividends.

Off-Balance Sheet Arrangements

Through a joint venture with a Carlyle subsidiary, we own a 25.0% indirect, non-controlling interest in an entity (the “JV Owner”) that acquired the 311-room Crowne Plaza Hollywood Beach Resort in Hollywood, Florida. We have the right to receive a pro rata share of operating surpluses and we have an obligation to fund our pro rata share of operating shortfalls. We also have the opportunity to earn an incentive participation in the net proceeds realized from the sale of the hotel based upon the achievement of certain overall investment returns, in addition to our pro rata share of net sale proceeds. The Crowne Plaza Hollywood Beach Resort is leased to another entity (the “Joint Venture Lessee”) in which we also own a 25.0% indirect, non-controlling interest.

The acquisition of the property was funded in part by a mortgage loan in the amount of $57.6 million. The mortgage, which had an original two-year term maturing on August 1, 2009, was restructured on June 13, 2008 so that the first $35.6 million bore interest at a rate of LIBOR plus additional interest of 0.98%. The remaining $22.0 million bore a rate of LIBOR plus additional interest of 3.50%. Upon that restructure, a fourth entity, in which we own a 25.0% indirect non-controlling interest, purchased the $22.0 million junior participation for $19.0 million. The loan had been extended for one year and was modified in August 2010 to extend the maturity date to August 2014, require monthly payments of interest at a rate of LIBOR plus additional interest of 1.94% and require annual principal payments of $0.5 million. In conjunction with the loan modification, the joint venture made an additional $1.5 million payment of principal and executed an interest-rate swap with a notional amount and maturity tied to the projected outstanding balance and maturity date of the loan. The Crowne Plaza Hollywood Beach Resort secures the mortgage. We have provided limited guarantees to the lender with respect to this mortgage.

Carlyle owns a 75.0% controlling interest in the JV Owner, the Joint Venture Lessee, the entity with the purchase option and the entity that held the junior participation. Carlyle may elect to dispose of the Crowne Plaza Hollywood Beach Resort without our consent. We account for our non-controlling 25.0% interest in all of these entities under the equity method of accounting.

Inflation

We generate revenues primarily from lease payments from our TRS Lessee and net income from the operations of our TRS Lessee. Therefore, we rely primarily on the performance of the individual properties and the ability of our management company to increase revenues and to keep pace with inflation. Operators of hotels, in general, possess the ability to adjust room rates daily to keep pace with inflation. However, competitive pressures at some or all of our hotels may limit the ability of our management company to raise room rates.

 

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Our expenses, including hotel operating expenses, administrative expenses, real estate taxes and property and casualty insurance are subject to inflation. These expenses are expected to grow with the general rate of inflation, except for energy, liability insurance, property and casualty insurance, property tax rates, employee benefits, and some wages, which are expected to increase at rates higher than inflation.

Seasonality

The operations of our hotel properties have historically been seasonal. The months of April and May are traditionally strong, as is October. The periods from mid-November through mid-February are traditionally slow with the exception of the Crowne Plaza Jacksonville Hotel, the Crowne Plaza Tampa Westshore and our joint venture property, the Crowne Plaza Hollywood Beach Resort. The remaining months are generally good, but can be impacted by bad weather and can vary significantly.

Geographic Concentration

Our hotels are located in Florida, Georgia, Indiana, Maryland, North Carolina, Pennsylvania and Virginia.

Critical Accounting Policies

The critical accounting policies are described below. We consider these policies critical because they involve difficult management judgments and assumptions, are subject to material change from external factors or are pervasive, and are significant to fully understand and evaluate our reported financial results.

Investment in Hotel Properties. Hotel properties are stated at cost, net of any impairment charges, and are depreciated using the straight-line method over an estimated useful life of 7-39 years for buildings and improvements and 3-10 years for furniture and equipment. In accordance with generally accepted accounting principles, the controlling interests in hotels comprising our accounting predecessor, MHI Hotels Services Group, and noncontrolling interests held by the controlling holders of our accounting predecessor in hotels acquired from third parties are recorded at historical cost basis. Noncontrolling interests in those entities that comprise our accounting predecessor and the interests in hotels, other than those held by the controlling members of our accounting predecessor, acquired from third parties are recorded at fair value at time of acquisition.

We review our hotel properties for impairment whenever events or changes in circumstances indicate the carrying value of the hotel properties may not be recoverable. Events or circumstances that may cause us to perform our review include, but are not limited to, adverse changes in the demand for lodging at our properties due to declining national or local economic conditions and/or new hotel construction in markets where our hotels are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows from operating activities and the proceeds from the ultimate disposition of a hotel property exceed its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment to reduce the carrying value to the related hotel property’s estimated fair market value is recorded and an impairment loss is recognized.

There were no charges for impairment recorded for the three months ended March 31, 2011 or 2010.

We estimate the fair market values of our properties through cash flow analysis taking into account each property’s expected cash flow generated from operations, holding period and expected proceeds from ultimate disposition. These cash flow analyses are based upon significant management judgments and assumptions including revenues and operating costs, growth rates and economic conditions at the time of ultimate disposition. In projecting the expected cash flows from operations of the asset, we base our estimates on future projected net operating income before depreciation and eliminating non-recurring operating expenses, which is a non-GAAP operational measure, and deduct expected capital expenditure requirements. We then apply growth assumptions based on estimated changes in room rates and expenses and the demand for lodging at our properties, as impacted by local and national economic conditions and estimated or known future new hotel supply. The estimated proceeds from disposition are determined as a matter of management’s business judgment based on a combination of anticipated cash flow in the year of disposition, terminal capitalization rate, ratio of selling price to gross hotel revenues and selling price per room.

If actual conditions differ from those in our assumptions, the actual results of each asset’s operations and fair market value could be significantly different from the estimated results and value used in our analysis.

Revenue Recognition. Hotel revenue, including room, food, beverage and other hotel revenue, is recognized as the related services are delivered. We generally consider accounts receivable to be fully collectible; accordingly, no allowance for doubtful accounts is required. If we determine that amounts are uncollectible, which would generally be the result of a customer’s bankruptcy or other economic downturn, such amounts will be charged against operations when that determination is made.

Income Taxes. We record a valuation allowance to reduce deferred tax assets to an amount that we believe is more likely than not to be realized. Because of expected future taxable income of our TRS Lessee, we have not recorded a valuation allowance to

 

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reduce our net deferred tax asset as of March 31, 2011. Should our estimate of future taxable income be less than expected, we would record an adjustment to the net deferred tax asset in the period such determination was made.

Recent Accounting Pronouncements

For a summary of recently adopted and newly issued accounting pronouncements, please refer to the Recent Accounting Pronouncements section of Note 2, Summary of Significant Accounting Policies, in the Notes to Financial Statements.

Forward Looking Statements

Information included and incorporated by reference in this Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and as such may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words, such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions, whether in the negative or affirmative. All statements regarding our expected financial position, business and financing plans are forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:

 

   

national and local economic and business conditions, including the recent economic downturn, that affect occupancy rates at our hotels and the demand for hotel products and services;

 

   

risks associated with the hotel industry, including competition, increases in wages, energy costs and other operating costs;

 

   

the magnitude, sustainability and timing of the economic recovery in the hospitality industry and in the markets in which we operate;

 

   

the availability and terms of financing and capital and the general volatility of the securities markets, specifically, the impact of the recent credit crisis which has severely constrained the availability of debt financing;

 

   

risks associated with the level of our indebtedness and our ability to meet covenants in our debt agreements and, if necessary, to refinance or seek an extension of the maturity of such indebtedness;

 

   

management and performance of our hotels;

 

   

risks associated with the conflicts of interest of our officers and directors;

 

   

risks associated with redevelopment and repositioning projects, including delays and cost overruns;

 

   

supply and demand for hotel rooms in our current and proposed market areas;

 

   

our ability to acquire additional properties and the risk that potential acquisitions may not perform in accordance with expectations;

 

   

our ability to successfully expand into new markets;

 

   

legislative/regulatory changes, including changes to laws governing taxation of REITs;

 

   

our ability to maintain our qualification as a REIT; and

 

   

our ability to maintain adequate insurance coverage.

Additional factors that could cause actual results to vary from our forward-looking statements are set forth under the section titled “Risk Factors” in our Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission.

These risks and uncertainties should be considered in evaluating any forward-looking statement contained in this report or incorporated by reference herein. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The effects of potential changes in interest rates are discussed below. Our market risk discussion includes “forward-looking statements” and represents an estimate of possible changes in fair value or future earnings that could occur assuming hypothetical future movements in interest rates. These disclosures are not precise indicators of expected future losses, but only indicators of reasonably possible losses. As a result, actual future results may differ materially from those presented. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.

To meet in part our long-term liquidity requirements, we will borrow funds at a combination of fixed and variable rates. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. In August 2006, we purchased an interest-rate swap with a notional amount of $30.0 million in order to comply with the terms of our credit agreement which requires us to hedge a portion of the maximum borrowing amount. In June 2010, we replaced the interest-rate swap with another interest-rate swap with a notional amount of $30.0 million which expires in May 2011. As of March 31, 2011, a derivative with a fair value of approximately $22,000 was included in accounts payable and other accrued liabilities. From time to time we may enter into other interest rate hedge contracts such as collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We do not intend to hold or issue derivative contracts for trading or speculative purposes.

As of March 31, 2011, we had approximately $63.0 million of fixed-rate debt and approximately $88.7 million of variable-rate debt. The weighted-average interest rate on the fixed-rate debt was 6.67%. A change in market interest rates on the fixed portion of our debt would impact the fair value of the debt, but have no impact on interest incurred or cash flows. Our variable-rate debt is exposed to changes in interest rates, specifically the change in 30-day LIBOR, but would be limited to the effect on our mortgage on the Crowne Plaza Hampton Marina – to the extent that 30-day LIBOR exceeds 2.0% – as well as the loan from the Carlyle Affiliate Lender and the gap between the balance on the credit facility and the $30.0 million notional amount of the interest-rate swap purchased on June 10, 2010. Assuming that the amount outstanding on our mortgage on the Crowne Plaza Hampton Marina, the loan from the Carlyle Affiliate Lender and the amount outstanding under our credit facility remain at approximately $88.7 million, the balance at March 31, 2011, the impact on our annual interest incurred and cash flows of a one percent change in 30-day LIBOR would be approximately $587,000.

As of December 31, 2010, we had approximately $63.2 million of fixed-rate debt and approximately $88.7 million of variable-rate debt. The weighted-average interest rate on the fixed-rate debt was 6.67%. A change in market interest rates on the fixed portion of our debt would impact the fair value of the debt, but have no impact on interest incurred or cash flows. Our variable-rate debt is exposed to changes in interest rates, specifically the change in 30-day LIBOR, but would be limited to the effect on our mortgage on the Crowne Plaza Hampton Marina – to the extent that 30-day LIBOR exceeds 2.0% – as well as the loan from the Carlyle Affiliate Lender and the gap between the balance on the credit facility and the $30.0 million notional amount of the interest-rate swap purchased on June 10, 2010. Assuming that the amount outstanding on our mortgage on the Crowne Plaza Hampton Marina, the loan from the Carlyle Affiliate Lender and the amount outstanding under our credit facility remain at approximately $88.7 million, the balance at December 31, 2010, the impact on our annual interest incurred and cash flows of a one percent change in 30-day LIBOR would be approximately $587,000.

 

Item 4. Controls and Procedures

The Chief Executive Officer and Chief Financial Officer of MHI Hospitality Corporation have evaluated the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, and have concluded that as of the end of the period covered by this report, MHI Hospitality Corporation’s disclosure controls and procedures were effective.

As of March 31, 2011, there was no change in MHI Hospitality Corporation’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during MHI Hospitality Corporation’s last fiscal quarter that materially affected, or is reasonably likely to materially affect, MHI Hospitality Corporation’s internal control over financial reporting.

 

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PART II

 

Item 1. Legal Proceedings

We are not involved in any legal proceedings other than routine legal proceedings occurring in the ordinary course of business. We believe that these routine legal proceedings, in the aggregate, are not material to our financial condition and results of operations.

 

Item 1A. Risk Factors

Except as set forth below, there have been no material changes in our risk factors from those disclosed in our annual report on Form 10-K for the year ended December 31, 2010.

Holders of our outstanding preferred stock have rights that are senior to the rights of the holders of our common stock. In addition, the rights of the holders of the preferred stock may adversely affect our financial position.

On April 18, 2011, we completed a $25.0 million private placement pursuant to which we issued 25,000 shares of our Series A Cumulative Redeemable Preferred Stock (“Preferred Stock”) and a warrant (“Warrant”) to acquire 1.9 million shares of our common stock.

The Preferred Stock has a mandatory redemption date of April 18, 2016 or upon the earlier occurrence of certain triggering events. In the event of a mandatory redemption, our obligation would be approximately $25.0 million. In order to satisfy any mandatory redemption, we may be required to borrow money, issue equity securities or sell assets to meet this obligation, which could impair our ability to raise the funds necessary to operate our business, involve dilution to holders of our common stock or require the disposition of key assets.

In the event the Company is liquidated while the Preferred Stock is outstanding, holders of the Preferred Stock will be entitled to receive a preferred liquidation distribution, plus any accumulated and unpaid dividends, before holders of common stock receive any distributions.

The holders of the Preferred Stock have a right to payment of a cumulative dividend payable (i) in cash at an annual rate of 10% and (ii) in additional shares of the Preferred Stock at an annual rate of 2% of the liquidation preference per share. The payment of the cash dividend is expected to result in reduced capital resources available to the Company.

The holders of the Company’s Preferred Stock will have the exclusive right, voting separately as a single class, to elect one member of the Company’s board of directors. In addition, under certain circumstances, the holders of the Preferred Stock will be entitled to appoint a majority of the members of the board.

The holders of the Preferred Stock may have different interests from the holders of the common stock and the exercise by the holders of the Preferred Stock of their rights may be deemed adverse to the holders of the common stock as well as have an adverse effect on our financial position.

The exercise of the Warrant may have an adverse effect on the holders of shares of common stock.

The exercise of the Warrant we issued in our recent Preferred Stock private placement could negatively affect the price of our common stock. The holders of the Warrant may freely exercise the Warrant and such holders will have the right to require the Company, subject to certain limitations, to effect the registration under the Securities Act of all or any portion of the shares of common stock held by such holders for the sale of the common stock. If the holders of the Warrant elect to exercise the Warrant and sell a material amount of the underlying shares of common stock, the increase in selling activity could negatively affect the price of our common stock. In addition, the exercise of the Warrant would dilute the ownership interest of our existing holders of our shares of common stock.

We have debt obligations maturing in 2011, and if we are not successful in extending the term of this indebtedness or in refinancing this debt on acceptable economic terms or at all, our overall financial condition could be materially and adversely affected.

We will be required to seek additional capital in the near future to refinance or replace existing long-term mortgage debt that is maturing. Based on current market conditions, the availability of financing is, and may continue to be, limited. There can be no assurance that we will be able to obtain future financings on acceptable terms, if at all. In June 2011, the mortgage on the Crowne Plaza Hampton Marina, which may be extended to June 2012, subject to certain terms and conditions, matures. In July 2010, our mortgage on the Crowne Plaza Jacksonville Riverfront matured, but we were able to extend the maturity to July 2011. In April 2011,

 

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we entered into a sixth amendment to our credit agreement, which, among other things, extended the final maturity date of advances under the credit agreement from May 2011 to May 2014.

If we are unable to obtain alternative or additional financing arrangements in the future, or if we cannot obtain financing on acceptable terms, we may not be able to execute our business strategies. Moreover, the terms of any additional financing may restrict our financial flexibility, including the debt we may incur in the future, or may restrict our ability to manage our business as we had intended.

The recent general economic slowdown has negatively affected the financial performance of our hotels, which is the primary factor in determining their fair market value. If the current recovery stagnates or the general economic slowdown recurs, we may have difficulty complying with the covenants in our credit agreement.

Under the terms of our credit agreement, we must satisfy certain financial and non-financial covenants. As of May 4, 2011, we had $52.5 million outstanding under our credit agreement. In June 2010, we entered into an amendment to our credit agreement that adjusted the valuation methodology for valuing our existing hotel properties and converted the facility to non-revolving.

Our credit agreement limits the principal balance that may be outstanding at any time to 85% of the value of the properties in our collateral pool based on the valuation methodology in the credit agreement. The valuation methodology applies a multiple to the net operating income of each property to determine its value for purposes of the credit facility, except with respect to the Crowne Plaza Tampa Westshore property, which is valued in the collateral pool at the lesser of (x) the appraised value and (y) $19.6 million. The credit agreement, as amended, also contains financial covenants which include tests of our level of overall profitability and leverage. As of March 31, 2011, we were in compliance with all the required covenants.

Failure to maintain sufficient levels of financial performance at our hotel properties could cause the value of our collateral pool, as determined by the terms of the agreement, to fall below anticipated borrowing levels and could require us to immediately repay a portion of the outstanding indebtedness. Failure to repay required portions of our indebtedness would create a potential default under this credit agreement. In addition to the impact on the value of the collateral pool, failure to maintain sufficient levels of financial performance at our hotel properties could cause us to fail any of the financial performance covenant tests in our credit agreement. Failure to satisfy these covenants and conditions would create a potential default under this credit agreement. In connection with entering into the sixth amendment to the credit agreement in April 2011, we prepaid approximately $22.7 million of the outstanding balance on our credit facility.

In the event of a default, for failure to satisfy any of the loan covenants or for failure to make timely repayment necessitated by an insufficiency of the collateral pool, our lender could require us to immediately repay all outstanding indebtedness under the credit facility. In order to repay all or a significant portion of the outstanding indebtedness, we would have to obtain financing from alternative debt sources or private or public offerings of debt or equity securities. There can be no assurance that such alternative financing sources would be available to us at all or on terms that are acceptable to us. If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of hotel properties on disadvantageous terms. To the extent we cannot repay our outstanding debt, we risk losing some or all of these properties to foreclosure and we could be required to invoke insolvency proceedings including, but not limited to, commencing a voluntary case under the U.S. Bankruptcy Code.

If the recent economic slowdown continues to negatively affect the financial performance of our hotels, we may have difficulty refinancing existing indebtedness when it matures.

The amount of indebtedness lenders are willing to finance is generally limited to a percentage of a property’s fair market value. Valuations of hotel properties can be derived from various approaches, but a critical factor in the valuation is the financial performance, or potential financial performance, of the hotel. In June 2011, the $9.0 million mortgage on the Crowne Plaza Hampton Marina matures. We do not anticipate the property’s financial performance will be sufficient to meet the requirements for extending the loan an additional 12 months. In July 2011, the $18.0 million mortgage on the Crowne Plaza Jacksonville Riverfront matures. We do not anticipate that the property’s financial performance will be sufficient to refinance all of the existing indebtedness. We expect that we will be required to repay a portion of each property’s indebtedness upon extension or refinance. If we do not have sufficient funds to repay that portion of the indebtedness, it may be necessary to raise capital through additional debt financing, private or public offerings of debt securities, or additional equity financings. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates on refinancing, increases in interest expense would lower our cash flow, and, consequently, cash available for distribution to our stockholders. If we are unable to refinance our debt on acceptable terms, we may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses and potentially reducing cash flow from operating activities if the sale proceeds in excess of the amount required to satisfy the indebtedness could not be reinvested in equally profitable real property investments.

 

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In addition to refinancing mortgage indebtedness on individual properties, we may be required to refinance our indebtedness under the credit facility, which matures in May 2014. Similar to the risk of refinancing mortgage indebtedness on individual properties, if we do not have sufficient funds to repay the indebtedness, we may have to raise additional capital, which may be subject to disadvantageous terms and higher rates of interest that would lower our cash flow; or we may have to dispose of hotel properties on disadvantageous terms.

Our liquidity, including access to capital markets and financing, could be constrained by limitations in the overall credit markets, our creditworthiness and our ability to comply with financial covenants in our debt instruments and the covenants in our Preferred Stock instrument and Note Agreement.

Our ability to borrow under new financial arrangements depends on our compliance with covenants in the related agreements and on our performance against covenants in our credit agreement that require compliance with certain financial ratios as of the end of each fiscal quarter. Among other restrictions, our credit agreement limits the amount of leverage we are allowed to undertake. To the extent that we are unable to maintain compliance with this and other requirements or to perform against the financial performance covenants, due to one or more of the various risk factors discussed herein or otherwise, our ability to borrow, and our liquidity, would be adversely impacted. Our liquidity could also be constrained by the covenants in our Preferred Stock instrument and Note Agreement.

Our ability to make distributions to our stockholders is restricted by the terms of our credit agreement, Preferred Stock instrument and Note Agreement and is subject to fluctuations in our financial performance, operating results and capital improvements requirements.

As a REIT, we are required to distribute at least 90.0% of our REIT taxable income, excluding net capital gains, each year to our stockholders. However, several factors may make us unable to declare or pay distributions to our stockholders, including poor operating results and financial performance or unanticipated capital improvements to our hotels, including capital improvements that may be required by our franchisors.

We lease all of our hotels to our TRS Lessee. The TRS Lessee is subject to hotel operating risks, including risks of sustaining operating losses after payment of hotel operating expenses, including management fees. Among the factors which could cause our TRS Lessee to fail to make required rent payments are reduced net operating profits or operating losses, increased debt service requirements and capital expenditures at our hotels, including capital expenditures required by the franchisors of our hotels. Among the factors that could reduce the net operating profits of our TRS Lessee are decreases in hotel revenues and increases in hotel operating expenses. Hotel revenue can decrease for a number of reasons, including increased competition from a new supply of hotel rooms and decreased demand for hotel rooms. These factors can reduce both occupancy and room rates at our hotels.

Additionally, our ability to make distributions is constrained by the terms of our credit agreement, as amended, as well as the preferred stock instrument and the Note Agreement. While our credit agreement, the preferred stock instrument and the Note Agreement permit the minimum distributions that allow us to maintain our status as a REIT provided that no default or event of default exists at the time of the distribution and we do not incur indebtedness to make the distribution, they provide additional conditions that must be met before payments in excess of the minimum distributions can be made. These additional conditions include certain liquidity requirements including (a) that we maintain at least $7.5 million of liquidity, which is measured by the sum of our unrestricted cash and cash equivalents and (b) a debt yield, which requires that we then have a ratio of EBITDA to total liabilities of at least 10.0%, provided the aggregate amount of such distributions in a given year cannot exceed 90.0% of FFO (including distributions on preferred stock in the calculation of FFO) for the prior fiscal year. The preferred stock instrument similarly requires a minimum liquidity position of $7.5 million as a condition to payment of a dividend on common stock. The Note Agreement further provides that the Company may make additional dividend distributions if the Company has, and will have after giving effect to such distributions, at least $10.0 million in total cash or cash equivalents. Up to $5.0 million in undrawn commitments under the Note Agreement may be included in calculating the liquidity requirements under the credit agreement, the Preferred Stock instrument and the Note Agreement.

Subject to the restrictions of our credit agreement, as amended, the preferred stock instrument and the Note Agreement, the amount of any dividend distributions is in the sole discretion of our board of directors, which will consider, among other factors, our financial performance, debt service obligations, debt covenants and capital expenditure requirements. We cannot assure you that we will continue to generate sufficient cash to fund distributions.

The holders of the preferred stock have a right to payment of a cumulative dividend payable (i) in cash at an annual rate of 10.0% and (ii) in additional shares of the preferred stock at an annual rate of 2.0% of the liquidation preference per share. With respect to dividends on preferred stock, the credit agreement, as amended, provides that they may only be paid from unrestricted cash, if all

 

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interest then owing under the credit agreement has been paid, and if no event of default, or breach of certain financial covenants, exists on the payment date both before and after giving effect to the payment of preferred dividends.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

 

Item 3. Defaults Upon Senior Securities

Not applicable.

 

Item 4. [Removed and Reserved]

 

Item 5. Other Information

Not applicable.

 

Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

 

Exhibit
Number

  

Description of Exhibit

3.1    Articles of Amendment and Restatement of MHI Hospitality Corporation.(1)
3.4    Articles Supplementary of MHI Hospitality Corporation.(2)
3.5    Amended and Restated Bylaws of MHI Hospitality Corporation. (2)
3.6    Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of MHI Hospitality, L.P. (2)
4.2    Warrant, dated as of April 18, 2011, by and between the Company, Essex Illiquid, LLC and Richmond Hill Capital Partners, LP. (2)
10.2A    Employment Agreement, dated as of January 1, 2011, between MHI Hospitality Corporation and David R. Folsom.(3)
10.3A    First Amendment to Employment Agreement, dated as of January 1, 2011, between MHI Hospitality Corporation and Andrew M. Sims. (3)
10.21F    Sixth Amendment to Credit Agreement, dated as of April 18, 2011. (2)
10.36    Securities Purchase Agreement dated as of April 18, 2011, by and between the Company, Essex Illiquid, LLC and Richmond Hill Capital Partners, LP. (2)
10.37    Registration Rights Agreement, dated April 18, 2011, by and between the Company, Essex Illiquid, LLC and Richmond Hill Capital Partners, LP. (2)
10.38    Note Agreement, dated as of April 18, 2011, by and between the Company and Essex Equity High Income Joint Investment Vehicle, LLC. (2)
31.1    Certification of Chief Executive Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(1) Incorporated by reference to the corresponding exhibit previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on October 20, 2004. (333-118873).
(2) Incorporated by reference to the corresponding exhibit previously filed as an exhibit to the Registrant’s Current Report on form 8-K filed with the Securities and Exchange Commission on April 18, 2011.

 

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(3) Incorporated by reference to the corresponding exhibit previously filed as an exhibit to the Registrant’s Current Report on form 8-K filed with the Securities and Exchange Commission on January 19, 2011.

 

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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    MHI HOSPITALITY CORPORATION
Date: May 4, 2011     By:   /s/ Andrew M. Sims
      Andrew M. Sims
      Chief Executive Officer
    By:   /s/ William J. Zaiser
      William J. Zaiser
      Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

3.1    Articles of Amendment and Restatement of MHI Hospitality Corporation.(1)
3.4    Articles Supplementary of MHI Hospitality Corporation.(2)
3.5    Amended and Restated Bylaws of MHI Hospitality Corporation. (2)
3.6    Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of MHI Hospitality, L.P. (2)
4.2    Warrant, dated as of April 18, 2011, by and between the Company, Essex Illiquid, LLC and Richmond Hill Capital Partners, LP. (2)
10.2A    Employment Agreement, dated as of January 1, 2011, between MHI Hospitality Corporation and David R. Folsom.(3)
10.3A    First Amendment to Employment Agreement, dated as of January 1, 2011, between MHI Hospitality Corporation and Andrew M. Sims.(3)
10.21F    Sixth Amendment to Credit Agreement, dated as of April 18, 2011. (2)
10.36    Securities Purchase Agreement dated as of April 18, 2011, by and between the Company, Essex Illiquid, LLC and Richmond Hill Capital Partners, LP. (2)
10.37    Registration Rights Agreement, dated April 18, 2011, by and between the Company, Essex Illiquid, LLC and Richmond Hill Capital Partners, LP. (2)
10.38    Note Agreement, dated as of April 18, 2011, by and between the Company and Essex Equity High Income Joint Investment Vehicle, LLC. (2)
31.1    Certification of Chief Executive Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer pursuant to Exchange Act Rules Rule 13(a)-14 and 15(d)-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(1) Incorporated by reference to the corresponding exhibit previously filed as an exhibit to the Registrant’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-11 filed with the Securities and Exchange Commission on October 20, 2004. (333-118873).
(2) Incorporated by reference to the corresponding exhibit previously filed as an exhibit to the Registrant’s Current Report on form 8-K filed with the Securities and Exchange Commission on April 18, 2011.
(3) Incorporated by reference to the corresponding exhibit previously filed as an exhibit to the Registrant’s Current Report on form 8-K filed with the Securities and Exchange Commission on January 19, 2011.

 

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