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8-K/A - AMENDMENT TO FORM 8-K - Carey Watermark Investors Inca13-18857_28ka.htm
EX-99.2 - EX-99.2 - Carey Watermark Investors Inca13-18857_2ex99d2.htm
EX-99.3 - EX-99.3 - Carey Watermark Investors Inca13-18857_2ex99d3.htm

Exhibit 99.1

 

 

 

 

MMG-26 LLC and

MMG-26 Operator LLC

 

 

Combined Financial Statements

 

For the Years Ended December 31, 2012 and 2011

 

With Independent Auditor’s Report

 

 

 


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

 

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

Independent Auditor’s Report

1

 

 

Combined Balance Sheets

2

 

 

Combined Statements of Income

3

 

 

Combined Statements of Changes in Members’ Equity (Deficiency)

4

 

 

Combined Statements of Cash Flows

5

 

 

Notes to Combined Financial Statements

6 - 11

 

 

 


 

 

To The Members

MMG-26 LLC and MMG-26 Operator LLC

Warwick, RI

 

Independent Auditor’s Report

 

We have audited the accompanying combined financial statements of MMG-26 LLC and MMG-26 Operator LLC which are comprised of the combined balance sheets of MMG-26 LLC and MMG-26 Operator LLC as of December 31, 2012 and 2011, and the related combined statements of income, changes in members’ equity (deficiency), and cash flows for the years then ended, and the related notes to the combined financial statements.

 

Management’s Responsibility for the Financial Statements

 

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

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these combined financial statements based on our audit.  We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain evidence about the amounts and disclosures in the combined financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.  Accordingly, we express no such opinion.  An audit includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

 

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

 

Opinion

 

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of MMG-26 LLC and MMG-26 Operator LLC as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

/s/ Blum, Shapiro & Company, P.C.

 

Providence, RI

August 15, 2013

 

 

-1-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

COMBINED BALANCE SHEETS

 

 

 

 

 

DECEMBER 31,

 

DECEMBER 31,

 

 

2012

 

2011

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Property and Equipment, Net

 

$

62,505,848

 

$

63,771,804

 

Cash

 

1,895,091

 

1,814,443

 

Accounts Receivable

 

618,881

 

182,788

 

Accounts Receivable, Other

 

246,671

 

41,255

 

Prepaid Expenses and Other Assets

 

44,834

 

559,923

 

Restricted Cash

 

1,071,299

 

1,581,817

 

Deferred Finance Fees, Net

 

1,150,532

 

375,178

 

Franchise Fees, Net

 

3,500

 

3,833

 

 

 

 

 

 

 

Total Assets

 

$

67,536,656

 

$

68,331,041

 

 

 

 

 

 

 

LIABILITIES AND MEMBERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Accounts Payable

 

$

700,003

 

$

257,538

 

Due to Related Parties

 

77,745

 

63,915

 

Advanced Deposits

 

201,300

 

100,886

 

Accrued Payroll and Benefits

 

46,267

 

28,506

 

Accrued Expenses

 

578,457

 

240,652

 

Notes Payable

 

70,000,000

 

46,538,547

 

 

 

 

 

 

 

Total Liabilities

 

71,603,772

 

47,230,044

 

 

 

 

 

 

 

COMMITMENT

 

 

 

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY (DEFICIENCY)

 

(4,067,116)

 

21,100,997

 

 

 

 

 

 

 

Total Liabilities and Members’ Equity (Deficiency)

 

$

67,536,656

 

$

68,331,041

 

 

See Accompanying Notes and Accountant’s Report

 

-2-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

COMBINED STATEMENTS OF INCOME

 

 

 

 

YEARS ENDED

 

 

 

DECEMBER 31,

 

DECEMBER 31,

 

 

2012

 

2011

REVENUES

 

 

 

 

 

Rooms

 

$

17,093,613

 

$

16,420,340

 

Telephone

 

18,302

 

24,839

 

Other

 

355,144

 

292,573

 

Total Revenues

 

17,467,059

 

16,737,752

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

Rooms

 

3,343,385

 

3,314,955

 

Telephone

 

26,462

 

27,849

 

Administrative and General

 

1,005,125

 

1,494,622

 

Marketing

 

644,418

 

595,299

 

Utilities

 

335,848

 

339,798

 

Repairs and Maintenance

 

331,855

 

308,226

 

Management Fees

 

523,984

 

503,895

 

Franchise Royalty Fees

 

542,708

 

763,339

 

Insurance

 

70,539

 

83,921

 

Property Taxes

 

1,117,481

 

1,029,368

 

Other Fees

 

179,337

 

269,126

 

Depreciation

 

1,618,291

 

1,602,184

 

Amortization

 

333

 

333

 

 

 

9,739,766

 

10,332,915

 

 

 

 

 

 

 

Operating Income

 

7,727,293

 

6,404,837

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

Interest Expense

 

5,117,893

 

3,203,140

 

Loss on Extinguishment of Debt

 

375,178

 

0

 

Total Other Expenses

 

5,493,071

 

3,203,140

 

 

 

 

 

 

 

Income Before Income Taxes

 

2,234,222

 

3,201,697

 

 

 

 

 

 

 

Income Tax Expense

 

128,433

 

234,977

 

 

 

 

 

 

 

NET INCOME

 

$

2,105,789

 

$

2,966,720

 

 

See Accompanying Notes and Accountant’s Report

 

-3-

 


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

COMBINED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

YEARS ENDED

 

 

 

DECEMBER 31,

 

DECEMBER 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

MEMBERS’ EQUITY- BEGINNING OF YEAR

 

$

21,100,997

 

$

21,633,235

 

 

 

 

 

 

 

Net Income

 

2,105,789

 

2,966,720

 

 

 

 

 

 

 

Members’ Distributions

 

(27,273,902)

 

(3,498,958)

 

 

 

 

 

 

 

MEMBERS’ EQUITY (DEFICIENCY) - END OF YEAR

 

$

(4,067,116)

 

$

21,100,997

 

 

See Accompanying Notes and Accountant’s Report

 

-4-

 

 


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

COMBINED STATEMENTS OF CASH FLOWS

 

 

 

 

 

YEARS ENDED

 

 

 

DECEMBER 31,

 

DECEMBER 31,

 

 

2012

 

2011

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net Income

 

$

2,105,789

 

$

2,966,720

 

Adjustments to Reconcile Net Income to Net Cash

 

 

 

 

 

Provided From Operating Activities:

 

 

 

 

 

Depreciation and Amortization

 

1,618,624

 

1,602,517

 

Amortization of Deferred Finance Fees

 

1,348,704

 

250,119

 

(Increase) Decrease in Operating Assets:

 

 

 

 

 

Accounts Receivable, Trade

 

(436,093)

 

76,491

 

Accounts Receivable, Other

 

(205,416)

 

290,569

 

Prepaid Expenses and Other Assets

 

515,087

 

(37,067)

 

Restricted Cash

 

(561,122)

 

32,552

 

Increase (Decrease) in Operating Liabilities:

 

 

 

 

 

Accounts Payable

 

442,465

 

(62,737)

 

Advanced Deposits

 

100,414

 

(53,409)

 

Accrued Payroll and Benefits

 

17,761

 

6,304

 

Accrued Expenses

 

337,805

 

58,219

 

Net Cash Provided from Operating Activities

 

5,284,018

 

5,130,278

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Capital Expenditures

 

(352,333)

 

(170,909)

 

Restricted Cash

 

1,071,640

 

(493,605)

 

Net Cash Provided From (Used by) Investing Activities

 

719,307

 

(664,514)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Proceeds From Notes Payable

 

70,000,000

 

0

 

Payments on Notes Payable

 

(46,538,547)

 

(612,261)

 

Advances from Related Parties

 

13,830

 

63,915

 

Deferred Finance Fees

 

(2,124,058)

 

0

 

Members’ Distributions

 

(27,273,902)

 

(3,498,958)

 

Net Cash Used In Financing Activities

 

(5,922,677)

 

(4,047,304)

 

 

 

 

 

 

 

INCREASE IN CASH

 

80,648

 

418,460

 

 

 

 

 

 

 

CASH - BEGINNING OF YEAR

 

1,814,443

 

1,395,983

 

 

 

 

 

 

 

CASH - END OF YEAR

 

$

1,895,091

 

$

1,814,443

 

 

See Accompanying Notes and Accountant’s Report

 

-5-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

 

 

NOTE 1 – NATURE OF BUSINESS

 

MMG-26 LLC (“The Owner”), a Delaware limited liability company, was formed on February 13, 2007 to acquire, develop, and operate a hotel property in New York, New York (“The Hotel”).  MMG-26 Operator LLC (“The Operator”), a Delaware limited liability company, was formed on February 13, 2007, to manage, operate, and lease the Hotel.  The Hotel opened on June 30, 2008 and is a 226 room hotel with a restaurant, fitness center, and business center.

 

The Owner leases the Hotel to the Operator who operates the Hotel.  The Owner and the Operator are collectively referred to as “The Company”.

 

The Owner sold the Hotel to a third party on June 6, 2013.  See Note 12.

 

NOTE 2 – RECENT ACCOUNTING DEVELOPMENTS

 

During the years ended December 31, 2012 and 2011 there were several new Accounting Standard Updates (ASU) issued by the Financial Accounting Standards Board.  The adoption of any applicable recently issued accounting pronouncements did not have a significant impact on the Company’s financial position, results of operations, or cash flows.  The Company will monitor these emerging issues to assess any future impact on its financial statements.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

PRINCIPLES OF COMBINATION

The accompanying combined financial statements include the accounts of the Owner and the Operator.  All intercompany accounts and transactions have been eliminated in the combined presentation.

 

USE OF ESTIMATES

The preparation of combined 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 combined financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

REVENUE RECOGNITION

Revenue is generally recognized as services are performed.  Hotel revenue consists primarily of room rental income.

 

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.  The Company maintains cash balances at various federally insured financial institutions.  The Company’s credit risk with respect to such balances is all amounts on deposit in excess of federally insured limits.

 

ACCOUNTS RECEIVABLE

The Company carries its accounts receivable at cost.  On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on its history of past write offs, collections and current credit conditions.  Accounts are written off based on management’s evaluation of the collectibility of each account resulting from collection efforts.

 

-6-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

ACCOUNTING FOR ACQUISITIONS

The Company determined that the acquisition of the Hotel on June 30, 2008 represented a business combination, which requires that the assets acquired and the liabilities assumed constitute a business.  The business combination was accounted for by applying the acquisition method of accounting.  The Company recorded its investments in the Hotel based on the fair value of the identifiable assets acquired and liabilities assumed.  Assets are recorded at fair value and allocated to land, building and improvements, site improvements, and furniture, fixtures and equipment using appraisals and valuations performed by management and independent third parties.

 

PROPERTY, EQUIPMENT AND DEPRECIATION

Investments in property and equipment including land, building, furniture, fixtures, and equipment were initially recorded at fair value upon acquisition.  Property and equipment purchased after the hotel acquisition date is recorded at cost.  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 will be removed from the Hotel’s accounts and any resulting gain or loss will be included in the statements of operations.

 

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, 40 years for the building, 20 to 40 years for the building improvements, and 5 to 10 years for furniture, fixtures, and equipment.

 

IMPAIRMENT OF LONG LIVED ASSETS

The Company reviews long-lived assets and certain identifiable intangibles with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated future cash flows expected to be generated by the asset.  If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

DEFERRED FINANCE FEES

Deferred finance fees are bank fees and other costs incurred in obtaining financing that are amortized using a method which approximates the effective interest method.

 

FRANCHISE FEE

The franchise fee represents the initial franchise fee paid by the Operator to InterContinental Hotels Group.  The initial franchise fee is amortized on a straight-line basis over the ten-year term of the franchise agreement.

 

INCOME TAXES

The Operator, a limited liability company, has elected to be taxed as a C corporation under the provisions of the Internal Revenue Code.  It has no deferred income taxes that are recognized for income and expense items that are reported for financial reporting purposes in different years than for income tax purposes.  The current income tax expense for the Operator was $128,433 and $234,977 for the years ended December 31, 2012 and 2011, respectively.  Income taxes paid were $123,267 and $260,538 for the years ended December 31, 2012 and 2011, respectively.  The Operator is subject to federal and state examinations by taxing authorities for the tax years 2010 through 2012.

 

-7-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

 

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

INCOME TAXES (CONTINUED)

The Owner, a limited liability company, has elected to be taxed as a partnership under the provisions of the Internal Revenue Code.  Under these provisions, the Owner is not required to pay federal or state income taxes on its taxable income.  The members are liable for federal and state income taxes according to their respective ownership of the Owner’s taxable income.  The Owner is subject to federal and state examinations by taxing authorities for the tax years 2010 through 2012.

 

The Owner and Operator adopted the guidance in ASC 740, Income Taxes, relating to uncertain tax positions.  This guidance prescribes a two step process for the measurement of uncertain tax positions that have been taken or are expected to be taken on a tax return.  The first step is a determination of whether the tax position should be recognized in the combined financial statements.  The second step determines the measurement of the tax position.  ASC 740 also provides guidance on de-recognition of such tax positions, classification, potential interest and penalties, and disclosure.  No liability for uncertain tax positions within the scope of ASC 740 are recorded at December 31, 2012 and 2011.

 

PRESENTATION OF SALES TAX

The Company collects sales tax from all nonexempt customers and remits the entire amount to the State of New York upon collection from the customer.  The Company’s accounting policy is to exclude the tax collected and remitted to the state from revenue and expense.

 

ADVERTISING EXPENSE

Advertising is expensed as incurred and totaled $453,581 and $430,300 for the years ended December 31, 2012 and 2011, respectively.

 

SUBSEQUENT EVENTS

Subsequent events have been evaluated through August 15, 2013, the date the combined financial statements were available to be issued.

 

NOTE 4 – RESTRICTED CASH

 

The Company maintains reserves for property taxes and capital improvements as required by the debt agreements.  Restricted cash consists of the following amounts at December 31:

 

 

 

2012

 

2011

 

Property Taxes

 

$

740,129

 

$

179,007

 

Capital Improvements Reserve

 

331,170

 

1,402,810

 

Total Restricted Cash

 

$

1,071,299

 

$

1,581,817

 

 

-8-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

 

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

The following is a summary of property and equipment – at cost, less accumulated depreciation at December 31:

 

 

 

2012

 

2011

 

Building and Building Improvements

 

$

46,197,450

 

$

46,048,109

 

Land and Land Improvements

 

19,229,412

 

19,229,412

 

Furniture and Fixtures

 

4,255,297

 

4,058,249

 

Computer Equipment

 

8,844

 

5,900

 

Subtotal

 

69,691,003

 

69,341,670

 

Less: Accumulated Depreciation

 

7,188,155

 

5,569,866

 

 

 

62,502,848

 

63,771,804

 

Construction in Progress

 

3,000

 

0

 

 

 

$

62,505,848

 

$

63,771,804

 

 

Depreciation expense charged to operations was $1,618,291 and $1,602,184 for the years ended December 31, 2012 and 2011, respectively.

 

NOTE 6 – DEFERRED FINANCE FEES AND FRANCHISE FEE

 

Deferred finance fees of $2,124,058 and $1,250,591 are presented net of accumulated amortization of $973,526 and $875,413 for the years ended December 31, 2012 and 2011, respectively.  Amortization of these fees have been classified as interest expense.

 

Loss on extinguishment of debt is $375,178 which relates to financing costs that were written off in 2012 when the debt was refinanced.

 

A franchise fee of $5,000 is presented net of accumulated amortization of $1,500 and $1,167 at December 31, 2012 and 2011, respectively.

 

-9-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

 

 

NOTE 7 – NOTES PAYABLE

 

Notes payable consisted of the following at December 31:

 

 

 

2012

 

2011

 

The Company had a note payable to a bank in the original amount of $55,000,000. The note was payable in 24 monthly installments of interest only, at the LIBOR rate plus a spread rate. The prevailing rate at December 31, 2012 was 4.5%. The LIBOR rate at December 31, 2012 was 0.21%. The note was to mature in March 2014, but was paid in full in connection with the sale of the Hotel (Note 12). The note was collateralized by all property and equipment.

 

$

55,000,000

 

$

0

 

 

 

 

 

 

 

The Company had a note payable to an Affiliate in the amount of $15,000,000. The note was subordinated to the Company’s bank loan, and was payable in 24 monthly installments of interest only, at the LIBOR rate plus a spread rate. The prevailing rate at December 31, 2012 was 11.5%. The LIBOR rate at December 31, 2012 was 0.21%. The note was set to mature in March 2014, but was paid in full in connection with the sale of the Hotel (Note 12). The note was collateralized by all property and equipment.

 

15,000,000

 

0

 

 

 

 

 

 

 

The Company had a note payable to a bank in the original amount of $48,000,000. The note was payable in monthly installments of interest for the first year, and monthly installments of principal and interest until, but not including, the maturity date. The interest rate was 6.30% at December 31, 2011. The note was set to mature in July 2013, but was paid off in full in February 2012 due to the Company refinancing with new debt. The note was collateralized by all property and equipment.

 

0

 

46,538,547

 

Total Notes Payable

 

$

70,000,000

 

$

46,538,547

 

 

Interest incurred and paid for the year ended December 31, 2012 was $4,144,367 and $3,782,699, respectively.  Interest incurred and paid for the year ended December 31, 2011 was $2,953,021.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

The Operator has a management agreement with MHG-26, LLC, a company related through common ownership, to operate and manage the hotel.  The term of the agreement was 3 years, beginning in June 2008, and was subsequently renewed in 2011 for 2 years.  The Operator pays 3% of monthly revenues to MHG-26, LLC for services provided.  The Company incurred management fees of $523,984 and $503,895 for the years ended December 31, 2012 and 2011, respectively.

 

The Company owes $77,745 and $63,915 to related parties for the years ended December 31, 2012 and 2011, respectively.  The amounts owed originated from normal operations of the Company.

 

-10-


 

MMG-26 LLC AND MMG-26 OPERATOR LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

 

 

NOTE 9 – RESTAURANT LEASE

 

The Company leases space in the Hotel to an unrelated party under an operating lease that expires on October 31, 2013.  Rental income, included in Other Revenues, totaled $99,996 and $99,958, respectively, for the years ended December 31, 2012 and 2011.

 

NOTE 10 – COMMITMENT

 

The Operator has a franchise agreement (Agreement) with InterContinental Hotels Group for a ten-year period beginning June 2008.  In accordance with the terms of the agreement, the Operator is required to pay monthly franchise royalty fees and service contributions of 5% and 2.5%, respectively, of gross room revenue.  Per the Agreement, gross room revenue is defined as revenues derived from the rental of guest rooms of the hotel.  No minimum payments are due during the term of the agreement.

 

NOTE 11 – LITIGATION

 

The Company is involved in a claim and legal action arising in the ordinary course of business.  In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations, or liquidity.

 

NOTE 12 – SUBSEQUENT EVENT

 

On April 16, 2013, The Company entered into an agreement to sell the Hotel to an unaffiliated third party for a contractual price of $113,000,000.  The sale of the Hotel was completed on June 6, 2013.

 

-11-