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EX-99.1 - EX-99.1 - Carey Watermark Investors Inca13-21117_1ex99d1.htm
EX-99.3 - EX-99.3 - Carey Watermark Investors Inca13-21117_1ex99d3.htm
EX-99.4 - EX-99.4 - Carey Watermark Investors Inca13-21117_1ex99d4.htm

Exhibit 99.2

 

 

COMBINED FINANCIAL STATEMENTS

 

SMI Real Estate, LLC and SMI Operating Company, LLC

Year Ended December 31, 2011

 


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Combined Financial Statements

Year Ended December 31, 2011

 

 

 

 

Contents

 

Report of Independent Auditors

1

 

 

Combined Financial Statements

 

 

 

Combined Balance Sheet

2

Combined Statement of Operations

3

Combined Statement of Changes in Members’ Deficit

4

Combined Statement of Cash Flows

5

Notes to Combined Financial Statements

6

 


 

Report of Independent Auditors

 

 

To the Members of SMI Real Estate, LLC and SMI Operating Company, LLC:

 

We have audited the accompanying combined balance sheet of SMI Real Estate, LLC and SMI Operating Company, LLC (the “Company”) as of December 31, 2011, and the related combined statements of operations, of changes in members’ deficit, and of cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of SMI Real Estate, LLC and SMI Operating Company, LLC at December 31, 2011, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/

PricewaterhouseCoopers LLP

 

September 23, 2013

Dallas, Texas

 


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Combined Balance Sheet

December 31, 2011

 

 

Assets

 

 

 

Cash and cash equivalents

 

$

563,553

 

Restricted cash

 

909,872

 

Accounts receivable, net

 

1,143,228

 

Accounts receivable – affiliated parties

 

82,679

 

Inventory

 

689,945

 

Prepaids and other assets, net

 

827,027

 

Property and equipment, net

 

53,786,980

 

Total assets

 

$

58,003,284

 

 

 

 

 

Liabilities and Members’ Deficit

 

 

 

Accounts payable – affiliated parties

 

$

721,244

 

Accounts payable – other

 

471,339

 

Accrued expenses and other liabilities

 

1,934,770

 

Advanced deposits

 

1,790,848

 

Note payable

 

55,000,000

 

Total liabilities

 

59,918,201

 

 

 

 

 

Members’ Deficit:

 

 

 

Crescent deficit

 

(1,303,561)

 

Fairmont deficit

 

(611,356)

 

Total Members’ deficit

 

(1,914,917)

 

 

 

 

 

Total liabilities and Members’ deficit

 

$

58,003,284

 

 

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

 

 

2


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Combined Statement of Operations

Year Ended December 31, 2011

 

 

Revenue:

 

 

 

Rooms

 

$

16,798,975

 

Food and beverage

 

10,139,260

 

Spa and health club

 

5,121,916

 

Other departmental revenue

 

1,187,966

 

Total revenue

 

33,248,117

 

 

 

 

 

Operating costs:

 

 

 

Rooms

 

4,592,861

 

Food and beverage

 

8,495,521

 

Spa and health club

 

4,163,446

 

Other departmental expenses

 

906,518

 

Total operating costs

 

18,158,346

 

 

 

 

 

Other operating expenses:

 

 

 

Depreciation

 

5,473,640

 

Administrative and general

 

3,316,408

 

Sales and marketing

 

2,349,675

 

Property operations and maintenance

 

2,303,062

 

Management fees

 

913,860

 

Property taxes and insurance

 

971,695

 

Other expense

 

392,866

 

Total other operating expenses

 

15,721,206

 

 

 

 

 

Loss from operations

 

(631,435)

 

 

 

 

 

Interest expense

 

4,554,751

 

 

 

 

 

Net loss

 

$

(5,186,186)

 

 

 

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

 

 

3


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Combined Statement of Changes in Members’ Deficit

Year Ended December 31, 2011

 

 

 

 

SMI Real Estate, LLC

SMI Operating Company, LLC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crescent

 

 

Fairmont

 

Crescent Partner

 

Fairmont

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

$

12,925,560

 

$

2,870,875

 

$

(10,032,658

)

$

(2,492,508)

 

$

3,271,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(6,206,752

)

 

(1,489,158

)

 

2,010,289

 

 

499,435

 

 

(5,186,186

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

$

6,718,808

 

$

1,381,717

 

$

(8,022,369

)

$

(1,993,073

)

$

(1,914,917

)

 

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

 

 

4


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Combined Statement of Cash Flows

Year Ended December 31, 2011

 

 

Operating activities

 

 

 

Net loss

 $

(5,186,186)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

Depreciation and amortization

 

5,486,586

 

Bad debt expense

 

(17,993)

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable, net

 

(412,487)

 

Accounts receivable – affiliated parties

 

22,492

 

Inventory

 

(40,728)

 

Prepaids and other assets, net

 

(33,612)

 

Accounts payable – affiliated parties

 

152,467

 

Accounts payable – other

 

128,173

 

Accrued expenses and other liabilities

 

10,409

 

Advanced deposits

 

(183,160)

 

Net cash used in operating activities

 

(74,039)

 

 

 

 

 

Investing activities

 

 

 

Property and equipment additions

 

(1,950,758)

 

Increase in restricted cash

 

(146,466)

 

Net cash used in investing activities

 

(2,097,224)

 

 

 

 

 

Net decrease in cash and cash equivalents during the year

 

(2,171,263)

 

Cash and cash equivalents at beginning of the year

 

2,734,816

 

Cash and cash equivalents at end of the year

 $

563,553

 

 

 

 

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

Cash paid for interest

 $

4,541,804

 

 

 

 

 

Supplemental schedule of non-cash investing activities

 

 

 

 

 

 

 

Write-off of fully depreciated furniture, fixtures, and equipment

 $

1,364,273

 

 

 

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

 

 

5


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

1. Organization and Summary of Significant Accounting Policies

 

Organization and Nature of Business

 

The Fairmont Sonoma Mission Inn & Spa (the Hotel) is a 226-room, full-service luxury hotel and spa in Sonoma County, California. The historic portion of the Hotel opened for business in 1927, with additions and renovations occurring in 1987, 1997, 2004, 2010, and 2011. SMI Real Estate, LLC (SMI Real Estate), a Delaware limited liability company, was formed on July 15, 2002, to acquire, own, manage, operate, improve, finance, refinance, market, lease, sell, and otherwise deal with and dispose of the Hotel. Crescent Real Estate Equities Limited Partnership (Crescent), a Delaware limited partnership, and Sonoma Resort Holdings, LLC (Fairmont), a Delaware limited liability company, are members, with 80.65% and 19.35% ownership interests, respectively.

 

Effective September 1, 2002, SMI Real Estate entered into a Hotel Management Agreement (the Management Agreement) with Fairmont Hotels & Resorts, Inc. (the Operator) under which the Operator acts as the sole and exclusive operator and managing agent of the Hotel. The agreement extends through December 31, 2022, and includes the right to four extensions, each for a period of five consecutive fiscal years, at the option of the Operator assuming certain conditions as described in the agreement are met.

 

SMI Operating Company, LLC (SMI Operating), a Delaware limited liability company, was formed on July 15, 2002, to lease the Hotel and arrange for the management of the Hotel. Crescent Hospitality, Inc. (Crescent Partner) and Fairmont are members of SMI Operating, with 80.10% and 19.90% ownership interests, respectively. On September 1, 2002, SMI Operating assumed the obligations of SMI Real Estate under the Hotel Management Agreement and entered into a Lease Agreement with SMI Real Estate, which expired August 31, 2010. Two forbearance agreements, each with a one year term, have been executed requiring base rent in defined amounts. The current forbearance agreement expired August 31, 2012.

 

SMI Real Estate and SMI Operating are collectively referred to as the Company. Crescent, Crescent Partner, and Fairmont are collectively referred to as the Members.

 

 

6


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

1. Organization and Summary of Significant Accounting Policies (continued)

 

Principles of Combination

 

An evaluation was performed to determine if SMI Operating constitutes a Variable Interest Entity (VIE).  SMI Real Estate is required to consolidate a VIE if it has: (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE (the “primary beneficiary”). Such determination requires significant judgments and assumptions including the assessment of decisions that most significantly impact the economic performance of an entity and the ability to exercise control, as well as the quantitative and qualitative assumptions regarding the performance of an entity and the ability to participate in the entities’ economics. We assess the primary beneficiary on an ongoing basis.

 

SMI Operating has been determined to be a VIE due to the design of the entity and its contractual obligations resulting in the entity being funded with an insufficient amount of equity. SMI Real Estate, however, is not the primary beneficiary due to lack of control.

 

As a result of the common control of SMI Real Estate through Crescent and SMI Operating through Crescent Partner, the financial statements are presented on a combined basis reflecting the combined assets, liabilities, and equity of both entities. All significant intercompany transactions and balances have been eliminated.

 

Assets Measured at Fair Value on a Non-Recurring Basis

 

The Company has no assets or liabilities which are measured at fair value on a recurring basis. Property and equipment, net is measured at fair value on a non-recurring basis to the extent that impairment losses have been recorded.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and disclosure of contingent amounts in the combined financial statements and accompanying notes. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents represent cash with original maturities of three months or less when purchased.

 

 

7


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

1. Organization and Summary of Significant Accounting Policies (continued)

 

Restricted Cash

 

A reserve account is maintained in accordance with the Hotel Management Agreement for replacement of furniture, fixtures, and equipment. The furniture, fixtures, and equipment reserve is funded with deposits equal to 4% of total revenues. This reserve account is included in the restricted cash line in the accompanying combined balance sheet.

 

Additionally, our lender requires reserves to be deposited into bank accounts controlled by the lender. Funds from these accounts are held for payment of property taxes and interest payments on the loan.

 

Inventory

 

Food, beverage and gift shop inventory is accounted for using the first-in, first-out method and is stated at the lower of cost or market. Purchases of china, glassware, silver, linen, and uniforms (soft goods) are generally expensed when purchased. A limited amount of new, unopened soft goods may be included in inventory from time to time.

 

Prepaids and Other Assets, Net

 

Prepaid expenses and other assets consist of insurance, contracts and licensing costs paid in advance. These items are amortized over the related term of the respective agreements.

 

Property and Equipment, Net

 

Property and equipment are recorded at cost, net of accumulated depreciation. Costs related to the improvement or renovations of the Hotel are capitalized if they extend the life of the property.

 

Repairs and maintenance that do not increase the useful lives of the related assets are charged to expense as incurred. When indicators of impairment are present, property and equipment is evaluated for impairment and losses are recorded when undiscounted cash flows estimated to be generated by an asset are less than the asset’s carrying amount. The amount of the impairment loss is calculated as the excess of the asset’s carrying value over its fair value, which is determined using a discounted cash flow analysis or market comparisons. No impairment losses have been recorded to date.

 

 

8


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

1. Organization and Summary of Significant Accounting Policies (continued)

 

Depreciation of property and equipment is computed under the straight-line method over the estimated useful lives of the respective assets as follows:

 

Building

34 years

Building improvements

10-15 years

Furniture, fixtures, and equipment

5 years

 

Deferred Loan Costs, Net

 

Deferred loan costs are amortized to interest expense over the life of the loan using the effective interest rate method.

 

Advanced Deposits

 

Advanced deposits consist of unredeemed gift certificates as well as room rentals and fees received for future customer reservations. Advanced deposits are recognized as revenue as rooms are occupied and services are rendered and/or gift certificates are redeemed at the Hotel.

 

Revenue

 

Revenue is generated primarily from hotel operations, including room, food, beverage, spa, and other hotel revenues, such as long-distance telephone service and gift shop revenue.  Revenue is recognized when the related services are delivered and collection is reasonably assured. All revenue is presented net of applicable state and local taxes.

 

Advertising Costs

 

Advertising costs are expensed as incurred. For the year ended December 31, 2011, the Company incurred advertising costs of $176,920, which are included in sales and marketing expense in the accompanying combined statement of operations.

 

Income Taxes

 

No provision for income taxes is included in the accompanying combined financial statements as each member is individually responsible for reporting its respective share of taxable income or loss.

 

We recognize the impact of tax return positions that are more likely than not to be sustained upon audit. Significant judgment is required to evaluate uncertain tax positions. The evaluation

 

 

9


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

1. Organization and Summary of Significant Accounting Policies (continued)

 

of uncertain tax positions is based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in income tax expense in the period in which the change is made. As of December 31, 2011, the Company has no liability for uncertain tax positions and does not anticipate any significant changes to unrecognized tax benefits over the next year.

 

If applicable, we recognize interest expense related to unrecognized tax benefits in the interest expense and penalties in the other expense line items in the accompanying combined statement of operations.  No interest expense related to unrecognized tax benefits is included in the accompanying combined statement of operations for the year ended December 31, 2011, as the impact of our tax return positions taken has not impacted our required tax payments to the taxing authority. We have not recorded an accrual for the future payment of interest as of December 31, 2011.

 

The Company is not currently under examination by a U.S. federal, state or local taxing authority.  Under statutes of limitations, we remain subject to U.S. federal, state and local income tax examinations by tax authorities for years 2008 through 2010.

 

2. Liquidity Considerations

 

As discussed in Note 9, the non-recourse loan in the amount of $55,000,000 for which the Hotel serves as collateral matured in February 2011 and as a result, the Company was in default of the terms of the loan as of December 31, 2011.  In January 2012, Crescent purchased the loan from Bank of America N.A. assuming the lender responsibilities with the Company under the existing default loan terms. The Hotel was sold on March 9, 2012 and the debt obligation to Crescent was satisfied using the proceeds from the sale.  Subsequent to the sale of the Hotel, the Company satisfied its remaining liabilities, made final distributions to the Members and the Company was dissolved on June 28, 2013.

 

3. Concentrations of Credit Risk

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash deposits and accounts receivable. As of December 31, 2011, the Company had certain interest bearing cash demand deposit accounts that exceeded federal depository insurance limits. The Company has not experienced any losses in such accounts.  Concentration of credit risk with accounts receivable is limited due to the large number of customers comprising the Company’s customer base.

 

 

10


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

4. Accounts Receivable

 

Accounts receivable are comprised primarily of amounts due from guests of the Hotel.  Accounts receivable are monitored on a monthly basis and an allowance for doubtful accounts is calculated as a percentage of total receivables based on the Operator’s historical experience. As of December 31, 2011, the allowance for doubtful accounts totaled $12,699.

 

For the year ended December 31, 2011, bad debt expense is a credit of $17,993 due to reversal of prior year expense and is included in administrative and general in the accompanying combined statement of operations.  If the assumptions regarding the collectability of accounts receivable prove incorrect, the Company could experience write-offs in excess of its allowance for doubtful accounts, which would result in a decrease in net income.

 

5. Inventory

 

A summary of inventory as of December 31, 2011, is as follows:

 

Food and beverage

 

$

364,509

 

Supplies and other

 

325,436

 

 

 

$

689,945

 

 

6. Prepaids and Other Assets, Net

 

A summary of prepaids and other assets, net as of December 31, 2011, is as follows:

 

Prepaid insurance

 

$

278,645

 

Prepaid worker’s compensation

 

72,905

 

Other assets and prepaid expenses

 

475,477

 

 

 

$

827,027

 

 

7. Property and Equipment, Net

 

A summary of property and equipment, net as of December 31, 2011, is as follows:

 

Buildings

 

$

46,482,873

 

Building improvements

 

38,380,472

 

Furniture, fixtures, and equipment

 

2,944,742

 

Land

 

9,998,841

 

 

 

97,806,928

 

Less accumulated depreciation

 

(44,019,948)

 

 

 

$

53,786,980

 

 

 

11


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

8. Accrued Expenses

 

A summary of accrued expenses and other liabilities as of December 31, 2011, is as follows:

 

Payroll costs and benefits

 

$

928,853

 

Retail sales tax

 

484,600

 

Utilities

 

112,531

 

Other

 

408,786

 

 

 

$

1,934,770

 

 

9. Note Payable

 

In January 2006, the Company entered into a $55,000,000 non-recourse loan with Bank of America N.A. and paid off previously existing member loans. The loan bears interest at a fixed rate of 5.3995% with an interest-only term until maturity in February 2011 and is collateralized by the Hotel.  As of February 2011, the Company was paying interest at the default rate of 8.3995%. For the year ended December 31, 2011, amortization for loan fees totaled $12,946 and is included in the interest expense line in the accompanying combined statement of operations. Crescent purchased the note from Bank of America N.A. in January 2012 and has assumed lender responsibilities with the Company. (See Note 2, Liquidity Considerations.)

 

The loan agreement requires the maintenance of a certain net operating income (NOI) threshold, as defined in the loan agreement.  The Company did not meet this threshold for the second quarter of 2010; however, this is not considered an event of default per the loan agreement.  As a result, reserves are required to be held for property taxes and interest payments on the loan (See Restricted Cash section in Note 1, Organization and Summary of Significant Accounting Policies) until the Company achieves a certain NOI threshold for a twelve-month trailing period.  As of December 31, 2011, this NOI threshold had not been met.

 

10. Members’ Equity

 

Distributions

 

Net cash flow is distributed from time to time when available, but no less frequently than quarterly if it is available, in the order of priority detailed in the operating agreements of the Company. No distributions were paid to the Members during the year ended December 31, 2011.

 

Contributions

 

The Members are required to make additional capital contributions to the Company in amounts equal to their percentage interests, if they are needed to fund operations or property

 

 

12


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

10. Members’ Equity (continued)

 

improvements.  Capital contributions were not required from the Members for the year ended December 31, 2011.

 

Allocation of Net Income and Losses

 

Profits and losses are allocated to members in accordance with the distribution provisions of the operating agreement of the Company.

 

Non-Sale Termination

 

Upon a non-sale termination of the Management Agreement between SMI Real Estate and the Operator, Fairmont shall have an option to require SMI Real Estate to acquire Fairmont’s interest in SMI Real Estate at fair value pursuant to the Agreement. No such event occurred during the year ended December 31, 2011.

 

11. Related Party Transactions

 

The Management Agreement provides for a basic management fee equal to 2.75% of total revenues payable monthly to an affiliate of Fairmont. In addition, there is a provision for an annual incentive fee calculated based on Adjusted Owner’s Invested Capital and Target Owner’s Return (ANOI), as defined in the Management Agreement.

 

The Management Agreement provides for a centralized services fee equal to 1.5% of total revenues payable monthly to an affiliate of Fairmont.  For the year ended December 31, 2011, the centralized services fees totaled $498,486 and were included in the Sales and Marketing line in the accompanying combined income statement.

 

For the year ended December 31, 2011, basic management fees totaled $913,860. As of December 31, 2011, $72,970 for basic management fees and $143,219 for various services were included in the accounts payable – affiliated parties line in the accompanying combined balance sheet. For the year ended December 31, 2011, no incentive management fee is due to the Operator.

 

The Hotel entered into an agreement with Sonoma Golf Club, LLC (Sonoma Golf), a related party through Crescent common ownership, whereby the Hotel guests have access to the golf course and other amenities of Sonoma Golf. The Hotel receives payment from the guests and reimburses Sonoma Golf at agreed-upon rates. For the year ended December 31, 2011, reimbursements due to Sonoma Golf of $7,662 were included in the accounts payable – affiliated parties line in the accompanying combined balance sheet. Additionally, Sonoma Golf utilizes various Hotel services.  As of December 31, 2011, receivables due from Sonoma Golf totaled to

 

 

13


 

SMI Real Estate, LLC and SMI Operating Company, LLC

Notes to Combined Financial Statements (continued)

 

 

11. Related Party Transactions (continued)

 

$27,244 - which was included in the Accounts receivable – affiliated parties line in the accompanying combined balance sheet.

 

From time to time the Hotel has activity with Crescent and Fairmont that results in accounts receivable and payable to related parties.  As of December 31, 2011, accounts receivable from Fairmont of $55,435 was included in the accounts receivable – affiliated parties line in the accompanying combined balance sheet. In addition, as of December 31, 2011, the Hotel owed Crescent $497,393, primarily for reimbursement of property insurance and legal expenses.  This amount was included in the Accounts payable – affiliated parties line in the accompanying combined balance sheet.

 

12.  Commitments and Contingencies

 

Capital Expenditures

 

In late 2011, the Operator began work to renovate 30 Mission suites and one specialty suite, with an anticipated total cost of approximately $1,220,000, of which approximately $518,260 is under contract with a third party.  Approximately $363,000 has been incurred as of December 31, 2011 and is included in building improvements, a component in the Property and equipment, net line item in the accompanying combined balance sheet.

 

General Legal Contingency

 

The Company is subject to legal proceedings and claims that arise in the normal course of business. As of December 31, 2011, management is not aware of any asserted or pending litigation or claims against the Company that it expects to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

 

13.  Subsequent Events

 

The Company evaluated its combined financial statements for the subsequent events through September 23, 2013, the date the combined financial statements were available to be issued.

 

On March 9, 2012, SMI Real Estate completed the sale of the Hotel to Sonoma Resort Holdings II, LLC, which is an affiliate of Fairmont, the 19.90% owner, for $88 million. The sale proceeds were used to pay off the non-recourse loan with the remainder of the proceeds being distributed to the Members.

 

On April 9, 2013, the Company made its final distribution to the Members in the amount $216,953 and the Company was legally dissolved on June 28, 2013.

 

 

14