EX-99 5 esmeraldavinoy8-kaexh993.htm

Exhibit 99.3

 

WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Consolidated Balance Sheet

(unaudited)

 

Assets

 

 

September 30, 2007

Current assets:

 

 

Cash and cash equivalents

$

3,465,644

 

Cash held by hotel manager

 

1,245,932

 

Restricted cash

 

3,377,476

 

Accounts receivable, net of allowance for doubtful accounts of $49,906

 

2,185,507

 

Inventories

 

357,354

 

Prepaid expenses

 

516,645

 

Total current assets

 

11,148,558

 

 

 

 

 

Investment in hotel property:

 

 

 

Land

 

14,318,621

 

Building and improvements

 

51,675,633

 

Furniture, fixtures, and equipment

 

13,497,820

 

 

 

79,492,074

 

Less accumulated depreciation

 

(7,887,926

)

Total investment in hotel property, net of accumulated depreciation

 

71,604,148

 

 

 

 

 

Other assets

 

5,177

 

 

 

 

 

Deferred financing costs, net of accumulated amortization

 

656,129

 

 

 

 

 

Total assets

$

83,414,012

 

 

 

 

 

Liabilities and Members’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Accrued interest payable

$

540,113

 

Accounts payable and accrued expenses

 

2,909,805

 

Accrued real estate taxes

 

200,974

 

Advance deposits

 

658,598

 

Total current liabilities

 

4,309,490

 

 

 

 

 

Notes payable

 

87,975,000

 

 

 

 

 

Total liabilities

 

92,284,490

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Members’ deficit

 

(8,870,478

)

 

 

 

 

Total liabilities and members’ equity

$

83,414,012

 

 

 

 

See accompanying notes to consolidated financial statements.


 

WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Operations

(unaudited)

 

 

For the Nine Months Ended

September 30,

Department revenues:

2007

 

2006

 

Rooms

 

 

 

$

19,649,266

 

 

$

19,131,628

 

 

Food and beverage

 

16,757,138

 

 

 

16,428,865

 

 

Telephone

 

 

247,888

 

 

 

214,013

 

 

Other

 

 

 

 

2,915,942

 

 

 

2,233,397

 

 

 

 

 

 

Total department revenues

 

39,570,234

 

 

 

38,007,903

 

Department expenses:

 

 

 

 

 

 

 

 

Rooms

 

 

 

 

4,616,134

 

 

 

4,580,310

 

 

Food and beverage

 

13,912,882

 

 

 

13,364,221

 

 

Telephone

 

 

425,875

 

 

 

479,449

 

 

Other

 

 

 

 

1,684,770

 

 

 

1,463,363

 

 

 

 

 

 

Total department expenses

 

20,639,661

 

 

 

19,887,343

 

Operating expenses:

 

 

 

 

 

 

 

 

Sales and marketing

 

3,274,635

 

 

 

3,085,428

 

 

General and administrative

 

3,326,719

 

 

 

3,082,383

 

 

Utilities

 

2,013,864

 

 

 

1,911,582

 

 

Repairs and maintenance

 

2,043,396

 

 

 

1,916,932

 

 

Insurance and claims expense

 

726,059

 

 

 

953,277

 

 

Management fee

 

1,262,107

 

 

 

1,215,237

 

 

Real estate taxes

 

449,921

 

 

 

650,673

 

 

Depreciation

 

3,467,126

 

 

 

2,244,919

 

 

Training and relocation

 

105,230

 

 

 

123,580

 

 

Other

 

 

 

 

244,665

 

 

 

121,561

 

 

 

 

 

 

Total operating expenses

 

16,913,722

 

 

 

15,305,572

 

 

Operating income

 

2,016,851

 

 

 

2,814,988

 

Other expenses:

 

 

 

 

 

 

 

 

Interest expense

 

4,159,377

 

 

 

3,140,416

 

 

Amortization of deferred financing costs

 

291,453

 

 

 

46,790

 

 

 

 

 

 

Total other expenses

 

4,450,830

 

 

 

3,187,206

 

 

 

 

 

 

Net loss

$

(2,433,979

)

 

$

(372,218

)

 

 

 

 

See accompanying notes to consolidated financial statements.

 

2

 


WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Consolidated Statement of Cash Flows

(unaudited)

 

 

For the Nine Months Ended

 

September 30,

Cash flows from operating activities:

2007

 

2006

 

Net loss

 

 

$

(2,433,979

)

 

$

(372,218

)

 

Adjustments to reconcile net loss to net cash provided by

 

 

 

 

 

 

 

 

 

operating activities:

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

3,758,579

 

 

 

2,293,478

 

 

 

 

Change in fair market value of interest rate caps

 

42,072

 

 

 

10,175

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

1,318,958

 

 

 

1,205,981

 

 

 

 

 

Inventories

 

(55,223

)

 

 

(14,017

)

 

 

 

 

Prepaid expenses

 

36,871

 

 

 

(113,196

)

 

 

 

 

Other assets

 

80,940

 

 

 

1,348

 

 

 

 

 

Accrued interest payable

 

271,580

 

 

 

35,875

 

 

 

 

 

Accounts payable and accrued expenses

 

(563,940

)

 

 

178,164

 

 

 

 

 

Accrued real estate taxes

 

200,974

 

 

 

59,081

 

 

 

 

 

Advance deposits

 

(31,244

)

 

 

(103,426

)

 

 

 

 

 

Net cash provided by operating activities

 

2,625,588

 

 

 

3,181,245

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital additions to hotel property

 

(5,461,655

)

 

 

(3,008,380

)

 

Restricted cash

 

1,206,481

 

 

 

1,814,833

 

 

 

 

 

 

Net cash used in investing activities

 

(4,255,174

)

 

 

(1,193,547

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from notes payable

 

87,975,000

 

 

 

-   

 

 

Payment of notes payable

 

(61,500,000

)

 

 

-   

 

 

Payment of deferred financing costs

 

(854,004

)

 

 

-   

 

 

Due to affiliate

 

(3,761,362

)

 

 

168,605

 

 

Distributions

 

(17,699,263

)

 

 

-   

 

 

 

 

 

 

Net cash provided by financing activities

 

4,160,371

 

 

 

168,605

 

 

 

 

 

 

Net increase in cash and cash equivalents and

 

 

 

 

 

 

 

 

 

 

 

 

 

cash held by hotel manager

 

2,530,785

 

 

 

2,156,303

 

Cash and cash equivalents and cash held by hotel manager, beginning of period

 

2,180,791

 

 

 

211,195

 

Cash and cash equivalents and cash held by hotel manager, end of period

$

4,711,576

 

 

$

2,367,498

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Cash paid for interest

$

3,887,797

 

 

$

3,104,541

 

 

 

See accompanying notes to consolidated financial statements.

3

 


WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

(unaudited)

September 30, 2007

 

(1)

Organization

WSRH Indian Wells Mezz, LLC (WSRH Indian Wells Mezz), a Delaware limited liability company, was formed on June 17, 2005 by WSRH Holdings, LLC (WSRH Holdings), Walton Acquisition REOC Holdings IV, LLC (REOC), and Rockpoint Hotel Acquisition Holdings I, LLC (Rockpoint). WSRH Holdings, REOC, and Rockpoint own 99%, 0.802%, and 0.198%, respectively, of WSRH Indian Wells Mezz. The Limited Liability Company Agreement provides that all contributions, distributions of proceeds, and profits and losses be made pro rata in accordance with the Members’ ownership interests. Concurrently, WSRH Indian Wells Mezz formed WSRH Indian Wells, LLC (WSRH Indian Wells), a wholly owned Delaware limited liability company. WSRH Indian Wells Mezz and WSRH Indian Wells shall exist until terminated, as provided in the limited liability company agreements. WSRH Indian Wells was formed to acquire, own, and operate the Renaissance Esmeralda Resort and Spa (the Hotel), a 560-room hotel in Indian Wells, California. An independent hotel operator operates the Hotel under an existing management agreement (note 5). The Hotel was acquired on June 17, 2005.

The accompanying consolidated financial statements include the accounts of WSRH Indian Wells Mezz and WSRH Indian Wells, collectively, the Company. The effects of all significant intercompany balances and transactions between WSRH Indian Wells Mezz and WSRH Indian Wells have been eliminated in consolidation.

(2)

Summary of Significant Accounting Policies

Basis of Presentation

The Company is operated on a calendar year basis. However, the Hotel’s fiscal year comprises 52 or 53 weeks, ending on the Friday closest to December 31. The Hotel’s fiscal periods presented for the nine months ended September 30, 2007 and 2006 are for the forty-week periods ended October 5, 2007 and October 6, 2006, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments purchased with an original maturity date of three months or less, including treasury and government money market funds. The Company places its cash and cash equivalents balances with high credit quality and federally insured institutions. Cash and cash equivalents balances with any one institution may be in excess of federally insured limits or may be invested in nonfederally insured mutual funds.

 

 

 

4

(Continued)

 


WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

(unaudited)

September 30, 2007

 

Cash Held by Hotel Manager

Cash held by hotel manager includes cash of the Company held at the Hotel level bank accounts maintained by the hotel manager on behalf of the Company.

Restricted Cash

Restricted cash includes amounts reserved for debt service required pursuant to the terms of the notes payable agreement (note 3). At September 30, 2007, this escrow balance was approximately $2,440,383 and is included in the accompanying consolidated balance sheet.

Inventories

Inventories, consisting primarily of food and beverage, are stated at the lower of cost or market. Cost is determined using the first-in, first-out method.

Investment in Hotel Property

Investment in hotel property is stated at cost and is depreciated using the straight-line method over estimated useful lives of 39 years for building, 15 years for improvements, and 5 years for furniture, fixtures, and equipment.

The Company capitalizes expenditures for major additions and improvements and charges operating expenses for the cost of current maintenance and repair expenditures, which do not materially improve or extend the life of the respective assets.

Impairment of Long-Lived Assets

The Company periodically reviews the carrying value of the Hotel for impairment if circumstances exist indicating the carrying value of the investment in the Hotel may not be recoverable. If events or circumstances support the possibility of impairment, the Company prepares a projection of the undiscounted future cash flows, without interest charges, of the Hotel to determine if the investment is recoverable. If impairment is indicated, an adjustment will be made to the carrying value of the Hotel to reduce the carrying value to its current fair value. The Company does not believe that there are any events or circumstances indicating impairment of its investment in the Hotel at September 30, 2007.

Acquisitions

The acquisition of the Hotel was accounted for utilizing the purchase method and, accordingly, the results of operations are included in the Company’s results of operations from the date of acquisition. The Company has used estimates of future cash flows and other valuation techniques to allocate the purchase price of the acquired Hotel among land, building and improvements, furniture, fixtures, and equipment, and other acquired intangibles.

Revenue Recognition

The Company recognizes hotel operating revenue on an accrual basis consistent with the Hotel’s operations.

 

 

 

5

(Continued)

 


WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

(unaudited)

September 30, 2007

 

Derivatives and Hedging Instruments

The Company may use derivative instruments such as interest rate swaps and caps primarily to manage exposure to variability of cash flows to be paid related to interest rate risks inherent in variable rate debt. All of the Company’s derivatives are recognized as assets or liabilities on the balance sheet and are recorded at fair value. The Company does not enter into derivatives for speculative or trading purposes.

To the extent the Company designates a derivative as a hedging instrument, the effective portion of change in the fair value of the derivative would initially be reported in other comprehensive income (loss) and subsequently recognized in the income statement when the hedged transaction affects income. The ineffective portion of the change in the fair value would be recognized as interest expense. The Company would classify such derivatives as cash flow hedges and formally document all relationships between the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions and how hedge effectiveness and ineffectiveness will be measured.

To the extent the Company does not designate a derivative as a hedging instrument, the change in the fair value of the derivative is reported in current earnings (other income or expense).

Income Taxes

No provision for income taxes has been made as the liability for such taxes is that of the members of the Company. The Company is subject to certain state and local income taxes which are not material to the financial statements.

Deferred Financing Costs

Loan fees and costs have been deferred and are being amortized over the term of the loan. Deferred financing costs of $656,129 are shown net of accumulated amortization at September 30, 2007.

Use of Estimates

In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles, management of the Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Asset Retirement Obligations

Statement of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset Retirement Obligations, requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of the fair value can be made. During 2005, Financial Accounting Standards Board Interpretation (FASB) No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations, was issued, clarifying the required accounting and measurement process for an asset retirement obligation for which settlement is subject to uncertainties that may or may not be within the control of an entity (a conditional asset retirement obligation). In connection with the issuance of FIN 47, the Company evaluated any potential asset retirement obligations including those related to

 

 

 

6

(Continued)

 


WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

(unaudited)

September 30, 2007

 

disposal of asbestos-containing materials. Based on this review conducted in the year of acquisition, the Company did not identify any significant conditional asset retirement obligations related to the Hotel.

(3)

Notes Payable

On June 17, 2005, the Company obtained a loan in the amount of $53,500,000 to fund the acquisition of the Hotel. The loan was secured by the Hotel and required monthly installments of interest-only payments at a rate of one-month LIBOR plus 1.31% through maturity on July 9, 2008. The loan allowed for two one-year extensions of the maturity date if certain conditions were satisfied.

In addition to the above loan, on June 17, 2005, the Company obtained a mezzanine note totaling $8,000,000 to fund the acquisition of the Hotel. The mezzanine note was payable in monthly installments of interest only at a rate of one-month LIBOR plus 4.88% through maturity on July 9, 2008 and was unsecured. The mezzanine note allowed for two one-year extensions of the maturity date if certain conditions were satisfied.

On April 9, 2007 the loans related to the Company were refinanced with a new lender. The refinanced note payable was for $87,975,000. The note is payable in monthly installments of interest-only payments and bears interest at LIBOR plus 1.55% (5.12% at September 30, 2007) with an initial maturity date of May 1, 2009. In addition, the loan allows for three one-year extensions of the maturity date if certain conditions are satisfied.

 

In connection with the April 2007 mentioned note, the Company entered into the following interest rate cap agreement that continued to be in place as of September 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cap at

 

 

 

 

 

 

 

 

Notional

 

 

 

Expiration

 

Cap

 

September 30,

Instrument

 

amount

 

Cap rate

 

date

 

premium

 

2007

Interest rate cap

 

$

87,975,000 

 

6.25%

 

May 1, 2009

 

$

22,060

 

6,525

 

The Company elected to not designate the interest rate caps as hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and, as such, the Company recognizes changes in fair value into earnings. For the nine months ended September 30, 2007 and 2006, the Company recognized a loss of $42,070 and $10,176, respectively, which is included in other operating expenses in the accompanying consolidated statement of operations. The loss during the nine months ended September 30, 2007 and 2006 includes $26,537 and $10,176, respectively, related to interest rate cap agreements that were settled for $103,000 in April 2007.

 

(4)

Due from Affiliate

The due from affiliate primarily relates to cash proceeds from the April 2007 debt refinancing held by an affiliate offset by payments made by the affiliate on behalf of the Partnership.

(5)

 

 

 

 

7

(Continued)

 


WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

(unaudited)

September 30, 2007

 

Management Agreement

On June 17, 2005, the Company entered into a Management Agreement with Renaissance Hotel Operating Partnership (Renaissance or Manager). The Management Agreement expires in 2025 with three automatic extensions for periods of 10 years each. The Management Agreement requires a base management fee equal to 3% of gross revenues (as defined) and an incentive management fee equal to 20% of available cash (as defined). Pursuant to the terms of the Management Agreement, Renaissance provides the Hotel with various services and supplies, including marketing, reservations, construction management, and insurance. Renaissance also provides working capital sufficient to fund the day-to-day operations of the Hotel.

Base management fee expense was approximately $1,187,107 and $1,140,237 for the nine months ended September 30, 2007 and 2006, respectively. There were no incentive management fees during the periods presented.

The Manager is responsible for maintaining the Hotel’s furniture, fixtures, and equipment and making purchases as considered necessary. Pursuant to the Management Agreement, the Company is responsible for funding an escrow account (the FF&E Reserve) with 4% of the Hotel’s gross revenue, as defined in the Management Agreement, for capital expenditures and the replacement or refurbishment of furniture, fixtures, and equipment of the Hotel. Upon purchase of furniture, fixtures, and equipment, the Manager requests reimbursement from the FF&E Reserve. At September 30, 2007, the FF&E Reserve balance was approximately $937,093 and is included in restricted cash in the accompanying consolidated balance sheet.

(6)

Employee Benefit Plan

Renaissance sponsors and maintains a 401(k) savings plan in which full-time employees of the Hotel are offered participation upon completion of one year of service. Employee contributions to the plan are matched by Renaissance on a percentage basis up to 6% of employee salaries. Renaissance’s contributions for the nine months ended September 30, 2007 and 2006 were approximately $324,253 and $264,801, respectively, which were reimbursed by the Company, and are recorded in general and administrative expenses in the accompanying consolidated statement of operations.

(7)

Oversight Agreement

On June 17, 2005, the Company entered into an Oversight Agreement with SCS Hotels, Inc. (SCS). The Oversight Agreement expires in one year with a one-year automatic extension period. The Company extended the Oversight Agreement for one year effective June 17, 2006. The Oversight Agreement requires a fee of $25,000 per quarter. Pursuant to the terms of the Oversight Agreement, SCS advises the Company in various areas, including monitoring of Hotel operations, budgets, capital expenditures, and marketing. Oversight fees of approximately $75,000 are included in management fee expense on the accompanying consolidated statement of operations for the nine months ended September 30, 2007 and 2006.

 

 

 

8

(Continued)

 


WSRH INDIAN WELLS MEZZ, LLC

(A Delaware Limited Liability Company)

Notes to Consolidated Financial Statements

(unaudited)

September 30, 2007

 

(8)

Commitments and Contingencies

The nature of the operations of the Hotel exposes it to the risk of claims and litigation in the normal course of its business. Although the outcome of such matters cannot be determined, management believes the ultimate resolution of these matters will not have a material adverse effect on the financial position or operations of the Company.

(9)

Subsequent Event

On December 14, 2007, the Company sold the Hotel to FelCor Lodging Trust Incorporated for approximately $112,500,000.

 

 

 

 

9