Exhibit 99.1

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MIDWEST HOTEL PORTFOLIO
 
Which is the following entities combined:
Effingham Hospitality Partners LLC, Effingham Hospitality Partners II LLC, Paducah Hospitality Partners LLC,
Paducah Hospitality Partners II LLC, Joplin Hospitality Partners II LLC, and Joplin Hospitality Partners III LLC
 
Combined Financial Statements
As of December 31, 2025 and
For the Year Ended December 31, 2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 

Contents

 

 

 

Report of Independent Auditors 3

Combined Financial Statements

 
Combined Balance Sheet 4
Combined Statement of Operations 5
Combined Statement of Members' Equity 6
Combined Statement of Cash Flows 7
Notes to Combined Financial Statements 8

 

 

2

 

 

Report of Independent Auditors

 

To the Management of Effingham Hospitality Partners LLC, Effingham Hospitality Partners II LLC, Paducah Hospitality Partners LLC, Paducah Hospitality Partners II LLC, Joplin Hospitality Partners II LLC, and Joplin Hospitality Partners III LLC

 

Opinion

 

We have audited the accompanying combined financial statements of Effingham Hospitality Partners LLC, Effingham Hospitality Partners II LLC, Paducah Hospitality Partners LLC, Paducah Hospitality Partners II LLC, Joplin Hospitality Partners II LLC, and Joplin Hospitality Partners III LLC (the "Company"), which comprise the combined balance sheet as of December 31, 2025, and the related combined statements of operations, of members' equity and of cash flows for the year then ended, including the related notes (collectively referred to as the "combined financial statements").

 

In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Combined Financial Statements

 

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the combined financial statements are available to be issued.

 

Auditors' Responsibilities for the Audit of the Combined Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.

 

In performing an audit in accordance with US GAAS, we:

 

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

 

/s/ PricewaterhouseCoopers LLP

Miami, Florida

May 6, 2026

 

3

 

 

MIDWEST HOTEL PORTFOLIO

 

Combined Balance Sheet

(In thousands)

 

 

 

December 31, 2025

Assets:

     

Investment in hotel properties, net

$ 49,256  

Cash and cash equivalents

  16,268  
Hotel receivables    532  
Prepaid expenses and other assets   827  
Goodwill   2,500  
Deferred costs, net   273  
Total assets $ 69,656  
       

Liabilities and Members' Equity:

     

Mortgage debt, net

$ 42,576  

Accounts payable and accrued expenses

  1,500  

Total liabilities

  44,076  
       

Members' Equity

  25,580  

Total liabilities and members' equity

$ 69,656  

 

 

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

 

 

4

 

 

MIDWEST HOTEL PORTFOLIO

 

Combined Statement of Operations

(In thousands)

 

 

    For the year ended
   

December 31, 2025

Revenue:

       

Room

  $ 24,842  

Other

    440  

Total revenue

    25,282  
         

Expenses:

       

Hotel operating expenses:

       

Room

    5,122  

Food and beverage

    375  

Telephone

    53  

Other hotel operating

    143  

General and administrative

    2,576  

Franchise and marketing fees

    2,920  

Advertising and promotions

    162  

Utilities

    1,002  

Repairs and maintenance

    852  

Management fees

    1,517  

Total hotel operating expenses

    14,722  
         

Depreciation and amortization

    2,459  

Property taxes and insurance

    1,060  

Total operating expenses

    18,241  
         

Operating income

    7,041  

Interest and other income

    508  

Interest expense, including amortization of deferred financing fees

    (1,690 )

Income before income tax expense

    5,859  

Income tax expense

    (25 )

Net income

  $ 5,834  

 

 

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

 

 

5

 

MIDWEST HOTEL PORTFOLIO

 

Combined Statement of Members' Equity

(In thousands)

 

 

Balance, December 31, 2024

$ 21,649  
Contributions from members   245  
Distributions to members   (2,148 )

Net income

  5,834  

Balance, December 31, 2025

$ 25,580  

 

 

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

 

 

6

 

MIDWEST HOTEL PORTFOLIO

Combined Statement of Cash Flows

(In thousands)

 

 

   

For the year ended

 
   

December 31,

 
   

2025

 

Cash flows from operating activities:

       

Net income

  $ 5,834  

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

       

Depreciation of investment in hotel properties

    2,424  

Amortization of deferred franchise fees

    35  

Amortization of deferred financing fees included in interest expense

    9  

Changes in assets and liabilities:

       

Hotel receivables

    (198 )

Prepaid expenses and other assets

    (43 )

Accounts payable and accrued expenses

    (759 )

Net cash provided by operating activities

    7,302  

Cash flows from investing activities:

       

Improvements and additions to hotel properties

    (192 )

Net cash used in investing activities

    (192 )

Cash flows from financing activities:

       

Borrowings on mortgage debt

    565  

Payments on mortgage debt

    (1,863 )

Contributions

    245  

Distributions

    (2,148 )

Net cash used in financing activities

    (3,201 )

Net change in cash and cash equivalents

    3,909  

Cash and cash equivalents, beginning of period

    12,359  

Cash and cash equivalents, end of period

  $ 16,268  
         

Supplemental disclosure of cash flow information:

       

Cash paid for interest

  1,684  

Cash paid for taxes

  54  

 

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

 

7

 

MIDWEST HOTEL PORTFOLIO

Notes to the Combined Financial Statements

(In thousands)

 

 

1.

Organization

 

These combined financial statements of the Midwest Hotel Portfolio ("the Company"), which is not a legal entity, but rather includes all of the combined accounts and operations of Effingham Hospitality Partners LLC, Effingham Hospitality Partners II LLC, Paducah Hospitality Partners LLC, Paducah Hospitality Partners II LLC, Joplin Hospitality Partners II LLC, and Joplin Hospitality Partners III LLC. These entities have been combined and presented together as they have common management and a high degree of common ownership. On December 31, 2025, the Company consisted of the combined operations of six hotel properties with an aggregate of 589 rooms. The hotel properties operate under the following brands: Hampton Inn & Suites (two hotel properties), Home2 Suites by Hilton (two hotel properties), and Homewood Suites by Hilton (two hotel properties). 

 

 

2.

Summary of Significant Accounting Policies

 

Basis of presentation

 

These combined financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for the purpose of complying with Rule 3-05 of Regulation S-X promulgated under the Securities Act of 1933, as amended. All intercompany balances and transactions have been eliminated in combination.

 

Use of estimates 

 

The preparation of combined financial statements in conformity with GAAP 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 balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

Financial Accounting Standards Board ("FASB") guidance on fair value measurements and disclosures defines fair value for GAAP and establishes a framework for measuring fair value as well as a fair value hierarchy based on the quality and nature of inputs used to measure fair value. The term “fair value” in these combined financial statements is defined in accordance with GAAP. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 Inputs reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

 

Level 2 Inputs represent other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

 

Level 3 Inputs are those that are unobservable.

 

The carrying value of the Company's cash and cash equivalents, hotel receivables, accounts payable and accrued expenses approximate fair value because of the relatively short maturities of these instruments. The Company is not required to carry any other assets or liabilities at fair value on a recurring basis.

 

Investment in hotel property, net

 

The Company allocates the purchase prices of hotel properties acquired through an asset acquisition based on the fair value of the acquired real estate, furniture, fixtures and equipment, identifiable intangible assets and assumed liabilities. In making estimates of fair value for purposes of allocating the purchase price, the Company utilizes a number of sources of information that are obtained in connection with the acquisition of a hotel property, including valuations performed by independent third parties and information obtained about each hotel property resulting from pre acquisition due diligence. Hotel property acquisition costs are capitalized and amortized over the appropriate useful life.

 

The Company’s investments in hotel properties are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, generally 39 years for buildings, 15 years for land improvements, 5 to 15 years for building improvements and three to five years for furniture, fixtures and equipment. Renovations and replacements at the hotel properties that improve or extend the life of the assets are capitalized and depreciated over their useful lives, while repairs and maintenance are expensed as incurred. Upon the sale or retirement of property and equipment, the cost and related accumulated depreciation are removed from the Company’s accounts, and any resulting gain or loss is recognized in the combined statement of operations.

 

 

8

 

 

The Company periodically reviews its 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 or new hotel construction in markets where the hotel properties are located. When such conditions exist, management performs an analysis to determine if the estimated undiscounted future cash flows, without interest charges, from operations and the net proceeds from the ultimate disposition of a hotel property exceeds its carrying value. If the estimated undiscounted future cash flows are less than the carrying amount, an adjustment to reduce the carrying amount to the related hotel property's estimated fair market value is recorded and an impairment loss is recognized. There were no impairments recorded during the year ended December 31, 2025.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions and short term liquid investments with an original maturity of three months or less. Cash balances in individual banks may exceed federally insurable limits.

 

Hotel Receivables

 

Hotel receivables consist of amounts owed by guests staying in the Company's hotels and amounts due from business customers or groups. An allowance for doubtful accounts is provided and maintained at a level believed to be adequate to absorb estimated probable losses. As of December 31, 2025, the allowance for doubtful accounts was zero.

 

Prepaid Expenses and Other Assets

 

The Company's prepaid expenses and other assets consist primarily of prepaid insurance, which are expensed over the term of the insurance coverage on a straight-line basis, deposits, and hotel supplies inventory.

 

Goodwill

 

The Company's goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in previous business combinations. In accordance with GAAP, goodwill is not amortized but is evaluated for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value is less than its carrying amount. Goodwill is assigned to certain of the Company’s hotel properties and the Company has the option to first perform a qualitative assessment to determine whether it is necessary to perform a quantitative impairment test. If a quantitative test is performed, the Company compares the fair value of each reporting unit to its carrying amount, including goodwill. Fair value reflects the price a market participant would be willing to pay in a potential sale of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to the reporting unit. Impairment losses are recognized in earnings and are not reversed in subsequent periods. No impairment indicators were identified as of December 31, 2025.

 

Deferred Costs, net

 

Deferred financing costs are being amortized using the effective-interest method over the term of the related loan and are included in interest expense on the statement of operations. For the year ended December 31, 2025, amortization of deferred financing costs was $9.

 

The Company enters into franchise agreements that require the payment of initial franchise fees which are capitalized as deferred costs, net as the fees provide a future economic benefit and are not related to ongoing services. Capitalized franchise fees are amortized on a straight-line basis over the estimated useful lives of the related franchise agreements, which is 15 years. Amortization expense related to capitalized franchise fees is included in depreciation and amortization in the combined statement of operations.

 

Revenue Recognition 

 

The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue from contracts with customers consists primarily of revenue generated from the Company’s hotel operations, including room revenue and other revenues such as food and beverage, pet fees, convenience store and sundries.

 

Room revenue is recognized over a customer’s hotel stay. The Company’s performance obligation is to provide accommodation and other goods and services to guests. This obligation represents a series of distinct goods or services provided over a period of time which is a single performance obligation as the distinct goods or services are substantially the same and have the same pattern of transfer to the customer. Current accounting standards require that companies disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company has included its revenues disaggregated in its combined statement of operations to satisfy this requirement.

 

9

 

Income Taxes

 

The Company, which is not a legal entity as described in Note 1, is the combined operations of multiple limited liability companies (“LLC”) that are taxed as partnerships for U.S. income tax purposes. Therefore, the Company is solely a pass-through entity and does not have any federal or state income tax liabilities. Accordingly, the Company does not record a provision for income taxes because the members report their share of the Company’s income or loss on their income tax returns. The only amount related to income taxes are for a personal property replacement tax in the state of Illinois that is based on the net income of Effingham Hospitality Partners LLC and Effingham Hospitality Partners II LLC.

 

 

 

3.

Investment in hotel properties, net

 

Investment in hotel properties, net for the Company as of December 31, 2025 consisted of the following (in thousands):

 

  December 31, 2025  

Land and improvements

$ 4,430  

Building and improvements

  55,164  

Furniture, fixtures, and equipment

  11,883  

Less accumulated depreciation

  (22,221 )
Investment in hotel properties, net $ 49,256  

 

Depreciation expense for the year ended December 31, 2025 was $2,424.

 

 

4.

Debt

 

The Company's mortgage loans are collateralized by first-mortgage liens on the hotel properties. The mortgages are non-recourse except for instances of fraud or misapplication of funds. The debt agreements for Home2 Suites Effingham and Homewood Suites Paducah requires Effingham Hospitality Partners II LLC and Paducah Hospitality Partners II LLC, respectively, to maintain a minimum debt service coverage ratio of 1.20x. The Company was in compliance with all financial covenants as of December 31, 2025. Debt consisted of the following (in thousands):

 

 

 

    December 31, 2025   Balance
  Interest Maturity   Property   Outstanding as of
Loan/Collateral Rate Date   Carrying Value   December 31, 2025
Hampton Inn & Suites Paducah 3.125% 10/13/2026   $ 5,245   $ 4,740  
Homewood Suites Paducah 3.150% 2/28/2027     9,165     7,720  
Homewood Suites Joplin 3.250%

7/6/2033

    5,435     3,689  
Home2 Suites Joplin 3.250% 8/28/2041     7,958     7,336  
Hampton Inn & Suites Effingham 3.250% 12/31/2045     9,334     8,513  
Home2 Suites Effingham (1) 5.750% 8/28/2026     12,119     10,653  
Total mortgage debt before unamortized debt issue costs             $ 42,651  
Unamortized mortgage debt issue costs               (75 )
Total mortgage debt outstanding             $ 42,576  

 

(1) During the year ended December 31, 2025, the Home2 Suites Effingham loan balance increased $565 due to final draws made on its existing mortgage debt.

 

The interest rates as stated in the table above for Hampton Inn & Suites Paducah, Homewood Suites Paducah and Home2 Suites Effingham are all fixed interest rates. The interest rates for Home2 Suites Joplin and Hampton Inn & Suites Effingham are fixed for the first 60 months at the rates noted above and floating thereafter until maturity at the weekly average yield on U.S. treasury securities plus 2.5%. The interest rate for Homewood Suites Joplin is fixed for the first 60 months at the rate noted above and floating thereafter until maturity at the prime rate as published in the Central Edition of the Wall Street Journal plus 0.375%.

 

10

 

Future scheduled principal payments of debt obligations as of December 31, 2025, for each of the next five calendar years and thereafter are as follows (in thousands):

 

  Amount
2026 $ 16,866  
2027   8,484  
2028   1,173  
2029   1,215  
2030   1,257  
Thereafter   13,656  
Total debt before unamortized debt issue costs $ 42,651  
Unamortized mortgage debt issue costs

 

(75

Total debt outstanding $ 42,576  

 

 

 

5.

Members' Equity

 

Effingham Hospitality Partners LLC, Effingham Hospitality Partners II LLC, Paducah Hospitality Partners LLC, Paducah Hospitality Partners II LLC, Joplin Hospitality Partners II LLC, and Joplin Hospitality Partners III LLC are limited liability companies. Members are not personally liable for the debts, obligations, or liabilities of the Company solely by reason of being members, except to the extent of any required capital contributions, contractual obligations, or other obligations expressly assumed by the member in accordance with the operating agreements. The Company has a single class of membership interests. Ownership interests are expressed as “Percentage of Interest,” which represents each member’s proportionate share of the Company based on capital contributions. Members share in profits, losses, and distributions in accordance with their respective Percentage of Interest, unless otherwise provided in the operating agreements. Distributions are generally made to members on a pro rata basis in accordance with their respective Percentage of Interest, subject to applicable law and the provisions of the operating agreements. The Company may make tax distributions and other interim distributions as determined by the board of managers.

 

 

6.

Commitments and Contingencies

 

Litigation

 

The Company is subject to certain claims arising in the normal course of business. In the opinion of management, the results of these claims will not have a material impact on the Company's financial condition or results of operations. 

 

Management Agreements

 

As of December 31, 2025, all six hotel properties are managed by McHugh Hospitality Group, Inc. ("McHugh"). The management agreements with McHugh have an initial term of three years and may be extended subject to approval by both McHugh and the Company. Each of the McHugh management agreements provides for a base management fee of 6% for the managed hotel’s gross revenues. Each of the management agreements with McHugh also provides for accounting fees up to $1,000 (actual) per month per hotel. Each of the McHugh management agreements may be terminated without cause by giving not less than a 60-days prior written notice and upon the assignment of the of the Company's interests in the related hotel or upon sale or transfer of such hotel. Each of the McHugh management agreements may be terminated for cause, including the failure of the managed hotel to meet specified performance levels.

 

Franchise Agreements

 

The Company has entered into franchise agreements with Hilton Franchise Holding LLC ("Hilton"), an affiliate of Hilton Worldwide Holdings, Inc. These franchise agreements expire fifteen years after the effective date listed on the agreement. Each of the Hilton franchise agreements provide for franchise fees ranging from 3% to 6% of the respective hotel’s gross room revenue plus marketing fees ranging from 3% to 6% of the respective hotel’s gross room revenue. Each Hilton franchise agreement stipulates that periodic upgrades can be requested by Hilton and with the Company being responsible for the upgrade costs. Each of the Hilton franchise agreements are terminable by Hilton in the event that the applicable franchisee fails to cure an event of default or, in certain circumstances such as the franchisee’s bankruptcy or insolvency, are terminable by Hilton at will. If the franchise agreements are terminated, the Company would be responsible for paying a termination fee to Hilton. The Hilton franchise agreements provide that certain proposed transfers require notice to and/or consent from Hilton prior to the transfer.

 

 

7.

Related Party Transactions

 

As of December 31, 2025, all six hotels are managed by McHugh and have a high degree of common ownership with McHugh. Management fees incurred by the Company for the six hotels managed by McHugh for the year ended December 31, 2025 were $1,517 and are included in management fees in the combined statement of operations. The Company had an outstanding payable to McHugh in the amount of $113 in connection with the management fees within accounts payable and accrued expenses on the combined balance sheet for the year ended December 31, 2025.

 

11

 

 

8.

Subsequent Events

 

On March 3, 2026, Chatham Lodging Trust completed its acquisition of the Company for a purchase price of $92.0 million (actual), or approximately $156,000 (actual) per room. All outstanding mortgage debt and accrued interest was paid off at closing.

 

The Company has evaluated subsequent events from the balance sheet date through May 6, 2026, the date the combined financial statements were available to be issued, and concluded there were no other events or transactions during this period that required recognition or disclosure.

 

12