EX-99.2 11 a07-5968_1ex99d2.htm EX-99.2

Exhibit 99.2

Registered No. 3811362

SC London Limited

Annual Report

For the year ended 31 December 2006




SC London Limited

Directors and advisers

Directors

E Scheetz

J Chodorow

Secretary and registered office

Bibi Ali

MacFarlanes

10 Norwich Street

London

EC4A 1BD

Solicitors

MacFarlanes

10 Norwich Street

London

EC4A 1BD

Registered auditors

BDO Stoy Hayward LLP

8 Baker Street

London, W1U 3LL

Bankers

National Westminster Bank PLC

135 Bishopsgate

London

EC2M 3UR

1




Report of the Independent Registered Public Accounting Firm To the Board of Directors of SC London Limited

We have audited the financial statements of SC London Limited which comprise the  balance sheet as of December 31, 2006 and the related profit and loss account, cash flow statement and related notes for the year ended December 31, 2006.  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 the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing 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 over financial reporting. Accordingly, we express no such opinion.  An audit also 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 financial statements referred to above present fairly, in all material respects, the financial position of SC London Limited as at December 31, 2006, and the results of its operations and its cash flows for the year ended December 31, 2006 in conformity with generally accepted accounting principles in the United Kingdom.  Accounting principles generally accepted in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America.  Information relating to the nature and effect of such differences is presented in note 19 to the financial statements.

BDO Stoy Hayward LLP

Chartered Accountants and Registered Auditors

London, UK

March 20, 2007

2




Profit and loss account
for the year ended 31 December 2006

 

 

 

 

 

 

(Unaudited)

 

 

 

Notes

 

2006

 

2005

 

 

 

 

 

£000

 

£000

 

Turnover

 

 

 

15,793

 

14,458

 

Cost of sales

 

 

 

(3,825

)

(3,731

)

Gross profit

 

3

 

11,968

 

10,727

 

 

 

 

 

 

 

 

 

Administrative expenses

 

 

 

(11,135

)

(10,675

)

 

 

 

 

 

 

 

 

Operating profit

 

4

 

833

 

52

 

Interest receivable

 

 

 

62

 

59

 

 

 

 

 

 

 

 

 

Profit on ordinary activities before taxation

 

 

 

895

 

111

 

Tax on profit on ordinary activities

 

5

 

(275

)

(21

)

 

 

 

 

 

 

 

 

Profit for the financial year

 

12

 

620

 

90

 

 

All profits arise from continuing operations.

The company has no recognised gains or losses other than the profit for the period.

There is no difference between the historical cost profit and that stated above.

3




Balance sheet
At 31 December 2006

 

 

 

 

 

 

(Unaudited)

 

 

 

Notes

 

2006

 

2005

 

 

 

 

 

£000

 

£000

 

Tangible fixed assets

 

6

 

385

 

392

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Stock

 

7

 

276

 

199

 

Debtors

 

8

 

2,068

 

1,947

 

Cash at bank and in hand

 

 

 

3,300

 

2,353

 

 

 

 

 

5,644

 

4,499

 

 

 

 

 

 

 

 

 

Creditors: amounts falling due within one year

 

9

 

(2,676

)

(2,158

)

 

 

 

 

 

 

 

 

Net current assets

 

 

 

2,968

 

2,341

 

 

 

 

 

 

 

 

 

Net assets

 

 

 

3,353

 

2,733

 

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

 

Called up share capital

 

11

 

 

 

Capital redemption reserve

 

12

 

2,521

 

2,521

 

Profit and loss account

 

12

 

832

 

212

 

 

 

 

 

 

 

 

 

Shareholders’ funds

 

13

 

3,353

 

2,733

 

 

4




Cash flow statement
for the year ended 31 December 2006

 

 

 

 

 

 

(Unaudited)

 

 

 

Notes

 

2006

 

2005

 

 

 

 

 

£000

 

£000

 

Net cash inflow from operating activities

 

16

 

1,310

 

132

 

 

 

 

 

 

 

 

 

Returns on investments and servicing of finance

 

17

 

62

 

59

 

 

 

 

 

 

 

 

 

Taxation

 

 

 

(206

)

 

 

 

 

 

 

 

 

 

Capital expenditure

 

17

 

(219

)

(75

)

 

 

 

 

 

 

 

 

Increase in cash

 

 

 

947

 

116

 

 

Reconciliation of net cash flow to movement in net funds for the year ended 31 December 2006

 

 

 

 

 

 

(Unaudited)

 

 

 

Notes

 

2006

 

2005

 

 

 

 

 

£000

 

£000

 

Increase in cash in the year

 

 

 

947

 

116

 

 

 

 

 

 

 

 

 

Movements in net funds in the year

 

 

 

947

 

116

 

Net funds at the start of the year

 

 

 

2,353

 

2,237

 

 

 

 

 

 

 

 

 

Net funds at the end of the year

 

18

 

3,300

 

2,353

 

 

5




Notes to the financial statements

for the year ended 31 December 2006

1      Principal accounting policies

The financial statements have been prepared under the historical cost convention and in accordance with applicable Accounting Standards in the United Kingdom. A summary of the more important accounting policies are set out below.

Changes in accounting policies

The company has adopted FRS 21 ‘Events after the balance sheet date’, and FRS 25, ‘Financial instruments: disclosure and presentation’, in these financial statements.  The adoption of these standards represents a change in accounting policy.  There was nil effect (2005: £nil) by changing accounting policy to adopt these standards.

Turnover

Turnover represents food and beverage sales, stated net of value added tax.  Turnover is wholly generated in the United Kingdom.

Fixed assets

Tangible fixed assets are stated at cost less depreciation and any provision for impairment. Assets are depreciated to their residual values on a straight line basis over their estimated useful lives as follows:

Fixtures, fittings and equipment 5 – 10 years

Stocks

Stocks are stated at the lower of cost and net realisable value.

Deferred taxation

Deferred taxation is provided in respect of all timing differences that have originated but not reversed at the balance sheet date, where transactions or events have occurred which result in an obligation to pay more or less tax in the future.

Deferred tax is measured at the average tax rates which apply in the period in which the timing differences are expected to reverse. Deferred tax is measured on a non-discounted basis.

Deferred tax assets are regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it is more likely than not that there will be adequate future taxable profits against which to recover carried forward tax losses.

Pension scheme

The company operates a defined contribution pension scheme. Contributions are charged to the profit and loss account in the period in which they are incurred.

6




Foreign currency transactions

Translations into sterling are made at the average of rates ruling throughout the period for profit and loss items and at the rate ruling at 31 December 2006 for assets and liabilities.  Exchange differences arising in the ordinary course of trading are reflected in the profit and loss account.

2      Staff costs and employees

None of the directors received any remuneration in the year.

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Wages and salaries

 

3,853

 

3,774

 

Social security costs

 

308

 

285

 

Pension costs

 

22

 

26

 

 

 

4,183

 

4,085

 

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

The average number of employees in the year was:

 

 

 

 

 

Operating staff

 

303

 

317

 

Management/administration

 

10

 

10

 

 

 

313

 

327

 

 

Funded defined contribution scheme for employees (group scheme)

Pension costs of £22,000 (2005: £26,000) were charged to the profit and loss account of which £nil (2005: £nil) was outstanding at the balance sheet date.

The pension scheme is held with Standard Life and is administered by Inter Alliance.

3      Gross profit

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Gross profit is stated after charging:

 

 

 

 

 

Exceptional cost of sales

 

 

321

 

 

Included within profit on ordinary activities before taxation is an exceptional cost of sales of £321,000, which related to a settlement with Her Majesty’s Revenue and Customs for National Insurance Contributions on certain staff for the period from April 1999 to April 2007.  Applicable to this exceptional item is a tax credit of 30% of the charge.

7




4      Operating profit

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

This is arrived at after charging:

 

 

 

 

 

Depreciation of tangible fixed assets

 

226

 

277

 

Auditors’ remuneration:

 

 

 

 

 

Audit

 

8

 

12

 

 

5      Tax on profit on ordinary activities

(a)   Analysis of charge in the year

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

United Kingdom corporation tax at 30%

 

264

 

44

 

Adjustments in respect of prior years

 

7

 

(14

)

Total tax charge (note 5 (b))

 

271

 

30

 

 

 

 

 

 

 

Deferred taxation (note 10)

 

4

 

(9

)

 

 

 

 

 

 

Tax on profit on ordinary activities

 

275

 

21

 

 

(b)  Factors affecting tax charge for the year

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Profit on ordinary activities before tax

 

895

 

111

 

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% (2005: 30%)

 

268

 

33

 

 

 

 

 

 

 

Effects of:

 

 

 

 

 

Expenses not deductible for tax purposes

 

 

2

 

Capital allowances (in excess of)/less than depreciation

 

(4

)

9

 

Adjustments in respect of prior years

 

7

 

(14

)

Utilisation of tax losses

 

 

 

Tax charge for the period (note 5(a))

 

271

 

30

 

 

(c)   Factors affecting future tax charges

No significant differences are envisaged for future periods.

8




6      Fixed assets

 

 

Fixtures, 
fittings and
 equipment

 

 

 

£000

 

 

 

 

 

Cost

 

 

 

At 1 January 2006

 

1,643

 

Additions

 

219

 

At 31 December 2006

 

1,862

 

 

 

 

 

Depreciation

 

 

 

At 1 January 2006

 

1,251

 

Charge for the year

 

226

 

At 31 December 2006

 

1,477

 

 

 

 

 

Net book value

 

 

 

At 31 December 2006

 

385

 

 

 

 

 

At 31 December 2005

 

392

 

 

7      Stocks

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Consumables

 

276

 

199

 

 

8      Debtors: amounts falling due within one year

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Trade debtors

 

328

 

182

 

Amounts due from related party undertaking (note 14)

 

1,587

 

1,613

 

Other debtors

 

18

 

 

Prepayments and accrued income

 

34

 

47

 

Deferred taxation (note 10)

 

101

 

105

 

 

 

2,068

 

1,947

 

The above amounts are due within one year with the exception of deferred tax.

9




9      Creditors: amounts falling due within one year

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Trade creditors

 

616

 

277

 

Amounts due to related party undertakings (note 14)

 

232

 

50

 

Taxation and social security

 

644

 

421

 

Accruals and deferred income

 

920

 

1,210

 

Corporation tax

 

264

 

200

 

 

 

2,676

 

2,158

 

 

10   Deferred taxation

 

 

Depreciation in
excess of capital
 allowances

 

Total

 

 

 

£000

 

£000

 

 

 

 

 

 

 

Balance at 1 January 2006

 

105

 

105

 

Credited to profit and loss account

 

(4

)

(4

)

 

 

 

 

 

 

Balance at 31 December 2006

 

101

 

101

 

 

11   Called up share capital

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Authorised

 

 

 

 

 

100,000 ordinary shares of £1 each

 

100

 

100

 

 

 

 

 

 

 

Allotted, called up and fully paid

 

 

 

 

 

1 ordinary shares of £1 each

 

 

 

 

10




12   Reserves

 

Capital 
redemption 
reserve

 

Profit and loss
account

 

Total

 

 

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

 

 

Balance at 1 January 2006

 

2,521

 

212

 

2,733

 

Profit for the financial year

 

 

620

 

620

 

 

 

 

 

 

 

 

 

Balance at 31 December 2006

 

2,521

 

832

 

3,353

 

 

13   Reconciliation of movements in shareholders’ funds

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£’000

 

£’000

 

Profit for the financial year

 

620

 

90

 

Opening shareholders’ funds

 

2,733

 

2,643

 

Closing shareholders’ funds

 

3,353

 

2,733

 

 

14   Related party transactions

Morgans Hotel Group London Limited

Morgans Hotel Group London Limited is a wholly owned subsidiary of Morgans Hotel Group Europe Limited, which is 50% owned by Morgans Hotel Group Co.  SC London pays rent and recharged expenditure to Morgans Hotel Group London Limited, which totalled £3,729,000 (2005: £3,396,000).

Chodorow Ventures LLC

SC London pays a management fee to Euro Management Group Inc., an affiliate of Chodorow Ventures LLC, a company in which one of the directors has an interest.  Amounts paid in the period totalled £416,000 (2005: £312,000).

The directors confirm that there were no related party transactions other than those disclosed in these financial statements and that all transactions were undertaken on an arms length basis.

11




 

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Debtors

 

 

 

 

 

Clift Holdings LLC

 

3

 

4

 

SC London LLC

 

1,474

 

1,474

 

Morgans Hotel Group Co

 

54

 

57

 

Chodorow Ventures LLC

 

56

 

78

 

 

 

1,587

 

1,613

 

The debtor balance with SC London LLC, the company’s immediate parent undertaking, relates to an unsecured interest free loan totalling £1,474,000 (2005: £1,474,000). The amount is repayable on demand.

The debtor balances with Morgans Hotel Group Co and Chodorow Ventures LLC both relate to $100,000 unsecured interest free loans. This amounts to £54,000 translated into sterling at the year end exchange rate (2005: £57,000). The loans are repayable on demand.

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Creditors: amounts falling within one year

 

 

 

 

 

Morgans Hotel Group London Limited

 

231

 

49

 

Henry Hudson Holdings LLC

 

1

 

1

 

 

 

232

 

50

 

 

15   Ultimate parent company

The company is a subsidiary of SC London LLC.  Morgans Hotel Group Co owns 50% of SC London LLC, the remaining 50% being owned by Chodorow Ventures LLC.  All the above companies are registered in the U.S.A.  The principle place of business of Morgans Hotel Group Co is 475 10th Avenue, New York, NY 10018, USA.  The principle place of business of Chodorow Ventures LLC is 16400 NW Second Avenue, Suite 200, Miami, FL 33169, USA.

12




16   Reconciliation of operating profit to net cash inflow from operating activities

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Operating profit

 

833

 

52

 

Depreciation

 

226

 

277

 

(Increase) / decrease in stock

 

(77

)

24

 

(Increase) / decrease in debtors

 

(125

)

(104

)

Increase / (decrease) in creditors

 

453

 

(117

)

 

 

 

 

 

 

Net cash inflow from operating activities

 

1,310

 

132

 

 

17   Analysis of cash flows

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Return on investment and servicing of finance

 

 

 

 

 

Interest received

 

62

 

59

 

Capital expenditure

 

 

 

 

 

Purchase of tangible fixed assets

 

(219

)

(75

)

 

 

 

 

 

 

 

18   Analysis of changes in net debt

 

 

At 1 January
2006

 

Cash flows

 

At 31 
December 2006

 

 

 

£000

 

£000

 

£000

 

 

 

 

 

 

 

 

 

Cash at bank and in hand

 

2,353

 

947

 

3,300

 

 

 

 

 

 

 

 

 

Net funds

 

2,353

 

947

 

3,300

 

 

13




19   Summary of differences between United Kingdom Generally Accepted Accounting Practice (“UK GAAP”) and United States Generally Accepted Accounting Principles (“US GAAP”)

There are no material differences between profit for the financial year as reported under UK GAAP and that reported under US GAAP.  In addition there are no material differences between shareholders’ funds at either 31 December 2006 or 31 December 2005 as reported under UK GAAP and that reported under US GAAP.

Financial statement presentation

The balance sheet prepared in accordance with UK GAAP differs in certain respects from US GAAP.  Under UK GAAP, current assets are netted against current liabilities in the balance sheet whereas US GAAP requires the separate presentation of total assets and total liabilities.  UK GAAP requires assets to be presented in ascending order of their liquidity, whereas under US GAAP assets are presented in descending order of liquidity.

Cash flow statement

The cash flow statement presented under UK GAAP has been prepared in accordance with FRS 1 (revised), “Cash Flow Statements”.  There are certain differences from UK GAAP to US GAAP with regard to the classification of items within the cash flow statement and with regard to the definition of cash and cash equivalents.  In accordance with FRS 1, cash flows are prepared separately for operating activities, returns on investment and servicing of finance, taxation, capital expenditure and financial investment, acquisitions and disposals, equity dividends paid, management of liquid resources and financing.

US GAAP, however, requires only three categories of cash flow activity to be reported.  Under SFAS No. 95, “Statement of Cash Flows”, cash flows are classified under operating activities (including cash flows from taxation and returns on investment and servicing of finance), investing activities and financing activities.

A summary of the Company’s operating, investing and financing activities classified in accordance with US GAAP is presented below:

 

 

 

 

(Unaudited)

 

 

 

2006

 

2005

 

 

 

£000

 

£000

 

Net cash provided by operating activities

 

1,166

 

191

 

Net cash used in investing activities

 

(219

)

(75

)

Net increase in cash

 

947

 

116

 

Cash and cash equivalents at beginning of period

 

2,353

 

2,237

 

Cash and cash equivalents at end of period

 

3,300

 

2,353

 

 

14