EX-99.1 2 dex991.htm FINANCIAL STATEMENTS IN CONNECTION WITH THE ACQUISITION OF THE EMBASSY SUITES BO Financial Statements in connection with the acquisition of the Embassy Suites Bo

Exhibit 99.1

BPG/CGV Hotel Partners IX, LLC

Financial Statements

Year Ended December 31, 2005

Table of Contents

 

Independent Auditor’s Report

   1

Financial Statements:

  

Balance Sheet

   2

Statement of Operations

   3

Statement of Changes in Members’ Capital

   4

Statement of Cash Flows

   5

Notes to Financial Statements

   6


Independent Auditor’s Report

To the Members

BPG/CGV Hotel Partners IX, LLC

Washington, DC

We have audited the accompanying balance sheet of BPG/CGV Hotel Partners IX, LLC (the Company) as of December 31, 2005, and the related statements of operations, changes in members’ capital, and 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, assessing the accounting principles used and significant estimates made by management, and 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 BPG/CGV Hotel Partners IX, LLC as of December 31, 2005, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Snyder, Cohn, Collyer, Hamilton & Associates, P.C.

March 24, 2006

 

1


BPG/CGV Hotel Partners IX, LLC

Balance Sheet

December 31, 2005

 

Assets

  

Property and equipment, at cost:

  

Building and improvements

   $ 47,536,245  

Site improvements

     1,197,200  

Furniture and equipment

     8,477,623  
        
     57,211,068  

Accumulated depreciation

     (5,890,542 )
        

Total property and equipment

     51,320,526  
        

Other assets:

  

Cash and cash equivalents

     175,504  

Restricted escrows

     2,240,302  

Accounts receivable - trade

     274,410  

Inventories

     170,640  

Prepaid expenses

     164,629  

Deposits

     150,394  

Franchise fee, net of accumulated amortization of $12,542

     8,958  

Interest rate caps

     250,900  

Financing costs, net of accumulated amortization of $814,858

     567,193  
        

Total other assets

     4,002,930  
        

Total assets

   $ 55,323,456  
        

Liabilities and members’ capital

  

Liabilities:

  

Mortgages payable

   $ 47,000,000  

Accounts payable and accrued expenses

     1,359,096  

Accounts payable - affiliate

     157,609  

Deferred revenue

     20,620  
        

Total liabilities

     48,537,325  

Members’ capital

     6,786,131  
        

Total liabilities and members’ capital

   $ 55,323,456  
        

See Accompanying Notes

 

2


BPG/CGV Hotel Partners IX, LLC

Statement of Operations

For the year ended December 31, 2005

 

Revenues:

  

Rooms

   $ 10,816,550  

Food and beverage

     1,409,901  

Telephone

     55,916  

Other operating departments

     84,507  

Rentals and other

     224,266  
        

Total revenues

     12,591,140  
        

Departmental expenses:

  

Rooms

     3,431,838  

Food and beverage

     1,355,331  

Telephone

     47,978  

Other operating departments

     134,773  
        

Total departmental expenses

     4,969,920  
        

Departmental profit (loss):

  

Rooms

     7,384,712  

Food and beverage

     54,570  

Telephone

     7,938  

Other operating departments

     (50,266 )

Rentals and other

     224,266  
        

Gross departmental profit

     7,621,220  
        

Costs and other expenses (income):

  

General and administrative

     895,291  

Sales and marketing

     1,152,810  

Operating and maintenance

     426,916  

Utilities

     832,677  

Management and accounting fees

     434,949  

Franchise fees

     434,292  

Operating leases

     142,653  

Ground rent

     600,000  

Property insurance

     78,697  

Property taxes

     650,320  

Other fees

     403,922  

Interest

     4,365,346  

Depreciation and amortization

     2,550,991  

Unrealized gain on interest rate caps

     (66,329 )
        

Total costs and other expenses

     12,902,535  
        

Net loss

   $ (5,281,315 )
        

See Accompanying Notes

 

3


BPG/CGV Hotel Partners IX, LLC

Statement of Changes in Members’ Capital

For the year ended December 31, 2005

 

     DDODE
Associates
LLC
    BPG Hotel
Partners IX
LLC
    Total  

Members’ capital - January 1, 2005

   $ 4,271,532     $ 4,271,815     $ 8,543,347  

Members’ contributions

     1,762,499       1,761,600       3,524,099  

Net loss

     (2,640,657 )     (2,640,658 )     (5,281,315 )
                        

Members’ capital - December 31, 2005

   $ 3,393,374     $ 3,392,757     $ 6,786,131  
                        

See Accompanying Notes

 

4


BPG/CGV Hotel Partners IX, LLC

Statement of Cash Flows

For the year ended December 31, 2005

 

Cash flows from operating activities:

  

Net loss

   $ (5,281,315 )

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

  

Depreciation and amortization

     2,550,991  

Unrealized gain on interest rate caps

     (66,329 )

(Increase) decrease in:

  

Accounts receivable - trade

     198,517  

Accounts receivable - affiliate

     25,000  

Inventories

     (36,294 )

Prepaid expenses

     22,999  

Increase (decrease) in:

  

Accounts payable and accrued expenses

     (237,757 )

Accounts payable - affiliate

     (328,744 )

Deferred revenue

     20,620  
        

Net cash used in operating activities

     (3,132,312 )
        

Cash flows from investing activities:

  

Additions to property and equipment

     (146,788 )

Funding of restricted escrows

     (784,451 )
        

Net cash used in investing activities

     (931,239 )
        

Cash flows from financing activities:

  

Members’ contributions

     3,524,099  
        

Net decrease in cash and cash equivalents

     (539,452 )

Cash and cash equivalents - beginning

     714,956  
        

Cash and cash equivalents - ending

   $ 175,504  
        

Supplemental disclosure of cash flow information:

  

Cash paid during the year for:

  

Interest

   $ 4,310,234  

Income taxes

     —    

See Accompanying Notes

 

5


Note 1:  Summary of significant accounting policies:

BPG/CGV Hotel Partners IX, LLC (the “Company”) (a Delaware limited liability company) was formed on September 19, 2000 for the purpose of designing, developing, constructing and operating an approximately 293,000 square foot, 273 room hotel and a parking garage (the Project) on a ground leased parcel in East Boston, Massachusetts. The Company is managed by DDODE Associates, LLC (DDODE) and BPG Hotel Partners IX, LLC (BPG) (collectively, the Members). The Members contributed their entire interests, in and to the Project, to the Company. On February 28, 2001 and November 1, 2002, the Members amended and restated the Company’s operating agreement to reflect their contributions to the Company’s capital made to date, and to modify the manner in which available cash flow is distributed to the members. Construction began during May 2001, and was completed in February 2003. The hotel opened for business February 14, 2003 as an Embassy Suites. The Company has no specific date of dissolution.

Basis of presentation - The financial statements include all the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States.

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 of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents - For purposes of preparing the statement of cash flows, the Company considers all investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash and funds held in escrow accounts not readily available for use are not considered as cash and cash equivalents.

Restricted escrows - The senior loan agreement requires that the hotel maintain reserve accounts for property taxes, insurance and replacement reserves.

Accounts receivable - trade - Accounts receivable represent amounts due from customers. Management reviews open accounts monthly and takes appropriate steps for collection. When needed an allowance for bad debts is recorded to reflect management’s determination of the amount deemed uncollectible. At December 31, 2005 it was determined that all open accounts receivable were collectible. Therefore no provision for bad debts has been recorded.

Inventories - Inventories of food, beverages, linens and guest supplies are stated at the lower of cost or market as determined by the first-in, first-out method.

 

6


Note 1:  Summary of significant accounting policies: (continued)

Income taxes - The Company has elected to be taxed as a partnership for income tax reporting purposes. The Company does not pay federal or state corporate income taxes on its taxable income (nor are they allowed a net operating loss carryback or carryover as a deduction). Instead, the members report their proportionate share of the Company’s taxable income (or loss), deductions and tax credits on their personal income tax returns. Therefore, no provision or liability for federal or state income taxes has been included in the financial statements.

Property and equipment - Property and equipment are recorded at cost. Maintenance, repairs and other expenses that do not enhance the value or increase the basic useful lives of the assets are charged to current operations. Building and improvement costs are being depreciated on a straight-line basis over lives ranging from 15 to 40 years. Furniture and equipment are being depreciated on a straight-line basis over five to ten years, which approximates the useful life of the asset involved. Depreciation expense for the year ended December 31, 2005 was $2,091,260.

Concentration of credit risk - Financial instruments that potentially subject the Company to concentration of credit risk are primarily cash and temporary cash investments. The Company places its cash and money market accounts with highly rated financial institutions and national brokerage firms. Cash on hand at federally insured institutions may exceed insurance limits from time to time. The Company has not experienced any losses in such accounts, and monitors the credit worthiness of the financial institutions with which it conducts business.

Deferred costs - Financing costs have been capitalized, and are being amortized using the straight-line method over the term of the related financing. Initial franchise fees are being amortized using the straight-line method over 60 months.

Revenue - Revenue is generally recognized as hotel services are provided to guests.

Advertising - The cost of advertising is generally expensed as incurred. Total expenses for the year ended December 31, 2005 were $198,557.

Interest rate caps - The Company has entered into interest rate cap agreements related to its mortgage notes payable. The Company records these derivative instruments on the balance sheet as either an asset or liability measured at their fair value. Changes in the derivative instruments’ fair value are recognized currently in earnings. The Company has recorded an unrealized gain on its interest rate caps of $66,329 for the year ended December 31, 2005.

 

7


Note 1:  Summary of significant accounting policies: (continued)

Fair value of financial instruments - The fair value of financial instruments is determined by reference to market data and other valuation techniques, as appropriate. The Company’s financial instruments consist of cash and cash equivalents, mortgages payable and interest rate cap agreements. Unless otherwise disclosed, the fair value of the financial instruments approximates their recorded values.

 

Note 2:  Intangible assets

Financing costs totaling $1,382,051 incurred in obtaining financings have been capitalized, and are being amortized using the straight-line method over the term of the related financing. Amortization of deferred financing costs totaled $455,431 for the year ended December 31, 2005.

The initial franchise fee deposit of $21,500 is being amortized using the straight-line method over 60 months. Amortization of the franchise fees totaled $4,300 for the year ended December 31, 2005.

At December 31, 2005 estimated amortization expense is as follows:

 

For the years ending December 31,

  

2006

   $ 459,731

2007

     116,062

2008

     358

 

Note 3:  Allocations of profits and losses and distributions:

Allocations of profits and losses are made in accordance with the provisions of Section 704(b) of the Internal Revenue Code.

Distributions of cash shall be applied or distributed (i) first, to the extent and in proportion to any accrued and unpaid interest on each Member’s shortfall loans, as defined, if any, (ii) second, to the extent of and in proportion to each Member’s unrecovered shortfall loan amounts, (iii) third, to the Members who have made construction shortfall contributions, as defined, pro rata, in proportion to their unrecovered construction shortfall contributions, until Members have received their construction shortfall preferred return, as defined, (iv) fourth, to the Members who have made construction shortfall contributions, pro rata, in proportion to their unrecovered construction shortfall contributions, (v) fifth, to the Members, pro rata, in proportion to their unrecovered contributions, as defined, excluding the DDODE subordinated initial contribution, as defined, until the Members have received cumulative distributions equal to a cumulative 12% per annum return, compounded annually on their unrecovered contributions, (vi) sixth, to the Members to the extent of and in proportion to each Member’s unrecovered contributions, excluding the

 

8


Note 3:  Allocations of profits and losses and distributions: (continued)

DDODE subordinated initial contribution, (vii) seventh, to DDODE, until DDODE has received cumulative distributions equal to a cumulative 12% per annum return, compounded annually on its DDODE subordinated initial contribution, (viii) eighth, to DDODE to the extent of any unrecovered DDODE subordinated initial contribution, (ix) ninth, to DDODE, in the amount of $250,000, if BPG fails to make any additional contributions, and (x) tenth, to the Members in proportion to their respective percentage interests.

Except for the obligations of BPG regarding the contribution of capital, under provisions of the operating agreement, no member shall be obligated personally for any debt, obligation or liability of the Company, or any other member, solely by reason of being a member of the Company. Additionally, no member shall have any responsibility to restore negative capital account balances or to contribute to, or in respect of, the liabilities or obligations of the Company.

 

Note 4:  Mortgage debt:

Senior debt

On March 19, 2004, the Company entered into two new loans with proceeds used to pay outstanding balances on the existing debt. The first loan, in the amount of $32,000,000, is with Greenwich Capital Financial Products, Inc. The loan, which is secured by a first mortgage on the property, bears interest at a variable rate set by the adjusted LIBOR rate (as defined) plus 3.86% (8.17% at December 31, 2005), and requires monthly payments of interest only through April 1, 2007, the maturity date. In addition to the monthly payment of interest, if the loan is extended, as defined in the loan agreement, then commencing on May 1, 2007, the Company shall make monthly payments of $175,000 through the extended maturity date. Interest incurred under the loan amounted to $2,302,773 for the year ended December 31, 2005.

The loan is secured by a first mortgage on the property to Greenwich Capital Financial Products, Inc. and certain guarantees given by principals of the Members.

On March 16, 2004, the Company entered into a three-year interest rate cap with SMBC Derivative Products Limited at a cost of $235,000 and fair value of $231,468 as of December 31, 2005.

 

9


Note 4:  Mortgage debt: (continued)

Junior debt

The second loan, in the amount of $15,000,000, is with Ashford Hospitality Finance LP. The loan, which is secured by a mortgage on the property, bears interest at a variable rate set by the adjusted LIBOR rate (as defined) plus 10.25% (14.54% at December 31, 2005), and requires monthly payments of interest only through April 7, 2007, the maturity date. Interest incurred under the loan amounted to $2,034,714 for the year ended December 31, 2005.

The note is also secured by certain guarantees given by principals of the Members.

On March 16, 2004, the Company entered into a three-year interest rate cap with SMBC Derivative Products Limited at a cost of $69,000 and fair value of $19,432 as of December 31, 2005.

Under the provisions of the Senior debt and Junior debt loan agreements discussed above, the Company is required to maintain a minimum debt yield. As the result of the Company’s net operating loss, the Company’s debt yield did not meet this requirement during 2005. As a result, the lenders of the Senior debt and Junior debt loans have the right but not the obligation to call on the letters of credit that are pledged by the owners as additional collateral. The Company has not received any notices from its lenders indicating their intent to draw on the letters of credit.

 

Note 5:  Franchise agreement:

The hotel operates as an Embassy Suites Hotel under a licensing agreement with Hilton Hotels Corporation. Under this agreement, the hotel pays royalty fees, marketing fees and reservation fees in exchange for brand identification and marketing. This agreement expires on November 12, 2019.

 

Note 6:  Commitments:

During 2005, the hotel was obligated on various operating leases for transportation and office equipment. Operating lease expense for the year was $142,653.

On November 27, 1997, DDODE entered into a ninety-nine year ground lease, for land located at the intersection of Cottage Street and Porter Street, in East Boston, Massachusetts, upon which, as described in Note 1, the Company constructed a hotel. On September 26, 2000, DDODE assigned its interest in the ground lease to the Company.

The ground lease provides for monthly rental payments of $50,000.

 

10


Note 6:  Commitments: (continued)

In addition to rents stated above, the ground lease provides for semiannual payments of 1.25% of gross revenues, as defined, for the prior six-month period. This provision is to commence on January 1, 2010, and continues to the end of the term of the lease.

Future minimum lease payments on all leases are as follows for the years ending December 31:

 

2006

   $ 686,751

2007

     673,642

2008

     637,092

2009

     600,000

2010

     600,000

Thereafter

     53,250,000

 

Note 7:  Related parties:

The Company entered into a Management Agreement, dated September 15, 2000, with Pollin/Miller Hospitality Strategies, Inc. (PMHS), an affiliate of BPG, for management services and accounting services in connection with the operation of the Project upon issuance of a certificate of occupancy after completion of the construction and development of the Project. During 2005, $434,949 was earned by PMHS for management and accounting fees. In addition to management services, the Company reimburses PMHS for salaries and related benefits allocable to the hotel, which totaled $3,781,782 for the year ended December 31, 2005. At December 31, 2005, the total amount due to PMHS was $157,609.

On November 6, 2001, the Company made a noninterest-bearing advance of $25,000 to BS/CGCC, an affiliate of CGV, for working capital. These funds were refunded to the Company during 2005.

 

11


BPG/CGV Hotel Partners IX LLC

Financial Statements

Year Ended December 31, 2004

Contents

 

Report of Independent Auditors

   1

Financial Statements

  

Balance Sheet

   2

Statement of Operations

   3

Statement of Changes in Members’ Capital

   4

Statement of Cash Flows

   5

Notes to Financial Statements

   7


Report of Independent Auditors

The Members of

BPG/CGV Hotel Partners IX LLC

We have audited the accompanying balance sheet of BPG/CGV Hotel Partners IX LLC (the Company) as of December 31, 2004, and the related statements of operations, changes in members’ capital, and 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s 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, assessing the accounting principles used and significant estimates made by management, and 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 BPG/CGV Hotel Partners IX LLC at December 31, 2004, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that BPG/CGV Hotel Partners IX LLC will continue as a going concern. As more fully described in Note 2, the Company has incurred recurring operating losses. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to this matter is also described in Note 2. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ Ernst & Young LLP

April 29, 2005

 

1


BPG/CGV Hotel Partners IX LLC

Balance Sheet

December 31, 2004

 

ASSETS   

Property and equipment, at cost:

  

Building and improvements

   $ 47,431,293  

Site improvements

     1,197,200  

Furniture and equipment

     8,435,787  
        
     57,064,280  

Less accumulated depreciation

     (3,799,282 )
        
     53,264,998  

Cash and cash equivalents

     714,956  

Restricted escrows

     1,455,851  

Accounts receivable - trade, net of allowance for doubtful accounts of $12,623

     472,927  

Accounts receivable - affiliate

     25,000  

Inventories

     134,346  

Prepaid expenses

     187,628  

Deposits

     150,394  

Franchise fee

     21,500  

Interest rate caps

     184,571  

Financing costs, net of accumulated amortization of $367,669

     1,014,382  
        
   $ 57,626,553  
        
LIABILITIES AND MEMBERS’ CAPITAL   

Liabilities:

  

Mortgages payable

   $ 47,000,000  

Accounts payable and accrued liabilities

     1,596,853  

Accounts payable - affiliates

     486,353  
        

Total liabilities

     49,083,206  

Members’ capital

     8,543,347  
        
   $ 57,626,553  
        

See accompanying notes.

 

2


BPG/CGV Hotel Partners IX LLC

Statement of Operations

For the Year Ended December 31, 2004

 

Revenues:

  

Rooms

   $ 9,187,793  

Food and beverage

     1,378,095  

Telephone

     65,336  

Other operating departments

     105,373  

Rentals and other

     234,878  
        

Total revenues

     10,971,475  
        

Departmental expenses:

  

Rooms

     3,134,031  

Food and beverage

     1,312,308  

Telephone

     50,719  

Other operating departments

     153,354  
        

Total departmental expenses

     4,650,412  
        

Departmental profit (loss):

  

Rooms

     6,053,762  

Food and beverage

     65,787  

Telephone

     14,617  

Other operating departments

     (47,981 )

Rentals and other

     234,878  
        

Gross departmental profit

     6,321,063  
        

Costs and expenses:

  

General and administrative

     1,643,199  

Sales and marketing

     868,118  

Operating and maintenance

     373,815  

Utilities

     834,191  

Management and accounting fees

     398,940  

Franchise fees

     381,061  

Operating leases

     145,012  

Property insurance

     89,089  

Property taxes

     562,319  

Ground rent

     600,000  

Other fees

     70,834  

Interest

     3,416,767  

Depreciation and amortization

     2,461,183  

Loss on early extinguishment of debt

     48,505  

Unrealized loss on interest rate caps

     133,529  
        

Total costs and expenses

     12,026,562  
        

Net loss

   $ (5,705,499 )
        

See accompanying notes.

 

3


BPG/CGV Hotel Partners IX LLC

Statement of Changes in Members’ Capital

For the Year Ended December 31, 2004

 

     DDODE
Associates
LLC
    BPG Hotel
Partners IX
LLC
    Total  

Members’ capital at January 1, 2004

   $ 1,899,281     $ 1,899,565     $ 3,798,846  

Members’ contributions

     5,225,000       5,225,000       10,450,000  

Net loss

     (2,852,749 )     (2,852,750 )     (5,705,499 )
                        

Members’ capital at December 31, 2004

   $ 4,271,532     $ 4,271,815     $ 8,543,347  
                        

See accompanying notes.

 

4


BPG/CGV Hotel Partners IX LLC

Statement of Cash Flows

For the Year Ended December 31, 2004

 

Cash flows from operating activities:

  

Net loss

   $ (5,705,499 )

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

  

Depreciation and amortization

     2,461,183  

Bad debts

     12,623  

Loss on early extinguishment of debt

     48,505  

Unrealized loss on interest rate cap

     133,529  

Changes in assets and liabilities:

  

Accounts receivable – trade

     (204,761 )

Inventory

     (72,788 )

Prepaid expenses

     (157,701 )

Deposits

     (3,734 )

Accounts payable and accrued liabilities

     95,185  

Accounts payable – affiliates

     486,353  
        

Net cash used for operating activities

     (2,907,105 )
        

Cash flows from investing activities:

  

Additions to property and equipment

     (434,233 )

Funding of restricted escrows

     (1,455,851 )
        

Net cash used for investing activities

     (1,890,084 )
        

Cash flows from financing activities:

  

Members’ contributions

     10,450,000  

Proceeds from mortgage notes

     47,760,696  

Repayment of mortgage notes

     (51,042,240 )

Cash paid for financing costs

     (1,366,294 )

Purchase of interest rate caps

     (318,100 )
        

Net cash provided by financing activities

     5,484,062  
        

Net increase in cash and cash equivalents

     686,873  

Cash and cash equivalents at beginning of period

     28,083  
        

Cash and cash equivalents at end of period

   $ 714,956  
        

 

5


BPG/CGV Hotel Partners IX LLC

Statement of Cash Flows (continued)

For the Year Ended December 31, 2004

 

Supplemental cash flow information:

  

Cash paid for interest

   $ 3,346,712
      

Noncash investing and financing activities:

  

Construction payables

   $ 111,365
      

See accompanying notes.

 

6


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

NOTE 1 – BUSINESS FORMATION AND OPERATIONS

BPG/CGV Hotel Partners IX LLC (the Company), a Delaware limited liability company, was formed on September 19, 2000 for the purpose of designing, developing, constructing and operating an approximately 293,000 square foot, 273 room hotel and a parking garage (the Project) on a ground leased parcel in East Boston, Massachusetts. The Company is managed by DDODE Associates LLC (DDODE) and BPG Hotel Partners IX LLC (BPG) (collectively, the Members). The Members contributed their entire interests, in and to the Project, to the Company. On February 28, 2001 and November 1, 2002, the Members amended and restated the Company’s operating agreement to reflect their contributions to the Company’s capital made to date, and to modify the manner in which available cash flow is distributed to the members. Construction began during May 2001, and was completed in February 2003. The hotel opened for business February 14, 2003 as an Embassy Suites.

The Company has no specific date of dissolution.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The financial statements include all the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States.

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 of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

The Company has elected to be taxed as a partnership for income tax reporting purposes and, as such, no income tax expense or liability is presented, as such amounts are the responsibility of the members and not the Company.

 

7


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment

Property and equipment are recorded at cost. Building and improvement costs are being depreciated on a straight-line basis over lives ranging from 20 to 40 years. Furniture and equipment are being depreciated on a straight-line basis over ten years, which approximates the useful life of the asset involved.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Escrows

The senior loan agreement requires that the hotel maintain reserve accounts for property taxes, insurance and replacement reserves.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk are primarily cash and temporary cash investments. The Company places its cash and money market accounts with highly rated financial institutions and national brokerage firms. Cash on hand at federally insured institutions may exceed insurance limits from time to time. The Company has not experienced any losses in such accounts, and monitors the credit worthiness of the financial institutions with which it conducts business.

Deferred Costs

Financing costs totaling $1,382,051 incurred in obtaining financings have been capitalized, and are being amortized using the straight-line method over the term of the related financing. Amortization of deferred financing costs totaled $372,974 for the year ended December 31, 2004.

 

8


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories

Merchandise and supplies are stated at the lower of cost (first-in/first-out method) or market.

Revenue

Revenue is generally recognized as hotel services are provided to guests.

Advertising

The cost of advertising is generally expensed as incurred.

Interest Rate Caps

The Company has entered into interest rate cap agreements related to its mortgage notes payable. The Company records these derivative instruments on the balance sheet as either an asset or liability measured at its fair value. Changes in the derivative instruments’ fair value are recognized currently in earnings. The Company has recorded an unrealized loss on its interest rate caps of $133,529 for the year ended December 31, 2004.

Fair Value of Financial Instruments

The fair value of financial instruments is determined by reference to market data and other valuation techniques, as appropriate. The Company’s financial instruments consist of cash and cash equivalents, mortgages payable and interest rate cap agreements. Unless otherwise disclosed, the fair value of the financial instruments approximates their recorded values.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has reported negative cash flows from operating activities of $2,907,105 and a net loss totaling $5,705,499 (net loss of $3,062,282 adjusted from noncash items such as depreciation, amortization, loss on early extinguishment of debt and unrealized loss on interest rate cap) for the year ended December 31, 2004.

 

9


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The Company’s continuation as a going concern is dependent upon its ability to significantly improve cash flows from operations and the Members’ ability to provide sufficient contributions to allow the Company to satisfy its obligations on a timely basis. Management’s plan to improve cash flows from operations includes increasing occupancy significantly to improve revenues and implementing cost containment measures to reduce certain operating expenses in 2005. Management believes that the increase in cash flows from operations, combined with the Members’ intent and ability to provide additional capital contributions, should provide the Company with sufficient resources to meet its near-term cash requirements.

These factors indicate that the Company may be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might result should the Company be unable to continue as a going concern.

NOTE 3 – ALLOCATIONS OF PROFITS AND LOSSES AND DISTRIBUTIONS

Allocations of profits and losses are made in accordance with the provisions of Section 704(b) of the Internal Revenue Code.

Distributions of cash shall be applied or distributed (i) first, to the extent and in proportion to any accrued and unpaid interest on each Member’s Shortfall Loans, as defined, if any, (ii) second, to the extent of and in proportion to each Member’s unrecovered Shortfall Loan amounts, (iii) third, to the Members who have made Construction Shortfall Contributions, as defined, pro rata, in proportion to their unrecovered Construction Shortfall Contributions, until Members have received their Construction Shortfall Preferred Return, as defined, (iv) fourth, to the Members who have made Construction Shortfall Contributions, pro rata, in proportion to their unrecovered Construction Shortfall Contributions, (v) fifth to the Members, pro rata, in proportion to their Unrecovered Contributions, as defined, excluding the DDODE Subordinated Initial Contribution, as defined, until the Members have received cumulative distributions equal to a cumulative 12% per annum return, compounded annually on their Unrecovered Contributions, (vi) sixth, to the Members to the extent of and in proportion to each Member’s Unrecovered Contributions, excluding the DDODE Subordinated Initial Contribution, (vii) seventh, to DDODE, until DDODE has received cumulative

 

10


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 3 – ALLOCATIONS OF PROFITS AND LOSSES AND DISTRIBUTIONS (continued)

distributions equal to a cumulative 12% per annum return, compounded annually on its DDODE Subordinated Initial Contribution, (viii) eighth, to DDODE to the extent of any unrecovered DDODE Subordinated Initial Contribution, (ix) ninth, to DDODE, in the amount of $250,000, if BPG fails to make an Additional Contribution, as defined, when it is required and DDODE has made all of its required Additional Contributions, and (x) tenth, to the Members in proportion to their respective Percentage Interests.

Except for the obligations of BPG regarding the contribution of capital, under provisions of the operating agreement, no member shall be obligated personally for any debt, obligation or liability of the Company, or any other member, solely by reason of being a member of the Company. Additionally, no member shall have any responsibility to restore negative capital account balances or to contribute to, or in respect of, the liabilities or obligations of the Company.

NOTE 4 – MORTGAGE DEBT

Senior Debt

On March 19, 2004, the Company entered into two new loans with proceeds used to pay outstanding balances on the Fleet Debt and Fidelity Debt. The first loan, in the amount of $32,000,000, is with Greenwich Capital Financial Products, Inc. The loan, which is secured by a first mortgage on the property, bears interest at a variable rate of the adjusted LIBOR rate (as defined) plus 3.86% (6.735% at December 31, 2004), and requires monthly payments of interest only through April 1, 2007, the maturity date. In addition to the monthly payment of interest, if the loan is extended, as defined in the loan agreement, then commencing on May 1, 2007, the Company shall make monthly payments of $175,000 through the extended maturity date. Interest incurred under the loan amounted to $1,442,858 for the year ending December 31, 2004.

The loan is secured by a first mortgage on the property to Greenwich Capital Financial Products, Inc. and certain guarantees given by principals of the Members.

On March 16, 2004, the Company entered into a three-year Interest Rate Cap with SMBC Derivative Products Limited at a cost of $235,000 and fair value of $156,222 as of December 31, 2004.

 

11


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 4 – MORTGAGE DEBT (continued)

Junior Debt

The second loan, in the amount of $15,000,000, is with Ashford Hospitality Finance LP. The loan, which is secured by a mortgage on the property, bears interest at a variable rate of the adjusted LIBOR rate (as defined) plus 10.25% (12.53% at December 31, 2004), and requires monthly payments of interest only through April 7, 2007, the maturity date. Interest incurred under the loan amounted to $1,386,008 for the year ending December 31, 2004.

The note is also secured by certain guarantees given by principals of the Members.

On March 16, 2004, the Company entered into a three-year Interest Rate Cap with SMBC Derivative Products Limited at a cost of $69,000 and fair value of $28,349 as of December 31, 2004.

Under the provisions of the Senior Debt and Junior Debt loan agreements discussed above, the Company is required to maintain a minimum debt yield. As the result of the Company’s net operating loss, the Company’s debt yield did not meet this requirement during 2004. Due to market conditions, the Company does riot anticipate satisfying the minimum debt yield requirement for all of 2005. As a result, the lenders of the Senior Debt and Junior Debt loans have the right but not the obligation to call on the letters of credit that are pledged as additional collateral. The Company has not received any notices from its lenders indicating their intent to draw on the letters of credit.

On March 19, 2004, the following debt was paid off via refinancing with the above Senior and Junior notes.

Fleet Debt

On February 28, 2001, the Company entered into a construction and interim loan agreement with Fleet National Bank, as agent for itself and other co-lenders (Fleet), in the amount of $28,000,000. On February 28, 2002, Fleet agreed to increase the principal amount of the note to $29,500,000 to fund development costs. Under the terms of this loan, advances did not commence until all of the proceeds from the sale of the Junior Debt described below were advanced to and expended by the Company. At the option of the Company, the loan bore interest at a variable rate, based on Fleet’s prime rate plus 1/2%, or the adjusted LIBOR Rate (as defined) plus 2.75%. Interest incurred under the loan amounted to $318,258 for the year ending December 31, 2004.

The outstanding balance of $29,039,383 was paid in full on March 19, 2004, via refinancing with the above mortgages.

 

12


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 4 – MORTGAGE DEBT (continued)

Fidelity Debt

On February 28, 2001, the Company entered into a securities purchase agreement with and issued a promissory note to Fidelity Real Estate Growth Fund, L.P. (Fidelity) in the amount of $14,000,000. The promissory note bore interest at 22% per annum, compounded monthly. Prior to March 14, 2004, if there was not sufficient cash flow, as defined, to pay interest in full, payment could be deferred to the extent of the insufficiency. The note was secured by a second mortgage on the property and certain guarantees given by the managing members to Fidelity. Interest incurred under the loan amounted to $369,675 for the year ending December 31, 2004.

The outstanding balance of $22,002,857 was paid in full on March 19, 2004, via refinancing with the above mortgages.

NOTE 5 – FRANCHISE AGREEMENT

The hotel operates as an Embassy Suites Hotel under a licensing agreement with Hilton Hotels Corporation. Under this agreement, the hotel pays royalty fees, marketing fees and reservation fees in exchange for brand identification and marketing. This agreement expires on November 12, 2019.

NOTE 6 – COMMITMENTS

During 2004, the hotel was obligated on various operating leases for transportation and office equipment. Operating lease expense for the year was $145,012.

On November 27, 1997, DDODE entered into a ninety-nine-year ground lease for land located at the intersection of Cottage Street and Porter Street, in East Boston, Massachusetts, upon which, as described in Note 1, the Company constructed a hotel. On September 26, 2000, DDODE assigned its interest in the ground lease to the Company.

The ground lease provides for monthly rental payments of $25,000 for the first 27 months of the lease and $50,000 thereafter.

 

13


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 7 – COMMITMENTS (continued)

In addition to rents stated above, the ground lease provides for semi-annual payments of 1.25% of gross revenues, as defined, for the prior six-month period. This provision is to commence on January 1, 2010, and continues to the end of the term of the lease.

Future minimum lease payments are as follows:

 

Year

   Amount

2005

   $ 600,000

2006

     600,000

2007

     600,000

2008

     600,000

2009

     600,000

Thereafter

     53,850,000
      

Total minimum lease payments

   $ 56,850,000
      

NOTE 7 – RELATED PARTIES

The Project developers are Congress Group Ventures, Inc. (CGV), an affiliate of DDODE, and The Buccini/Pollin Group (Buccini/Pollin), an affiliate of BPG, (collectively, the Developers). Pursuant to the Development Agreement dated September 15, 2000 between the Company and the Developers, the Developers provided all services reasonably required in connection with the Project, including design, construction, marketing and financing, and received a fee for their services, payable in monthly installments over the construction period.

The Company entered into a Management Agreement, dated September 15, 2000, with Pollin/Miller Hospitality Strategies, Inc. (PMHS), an affiliate of BPG, for management services and accounting services in connection with the operation of the Project upon issuance of a certificate of occupancy after completion of the construction and development of the Project. During 2004, $398,940 was earned by PMHS for management and accounting fees. In addition to management services, the Company reimburses PMHS for salaries and related benefits allocable to the hotel, which totaled $3,778,397 for the year ending December 31, 2004. At December 31, 2004, the total amount due to PMHS was $486,353.

 

14


BPG/CGV Hotel Partners IX LLC

Notes to Financial Statements

December 31, 2004

 

NOTE 8 – RELATED PARTY (continued)

On November 6, 2001, the Company made a noninterest-bearing advance of $25,000 to BS/CGCC, an affiliate of CGV, for working capital. These funds will be refunded in total to the Company upon dissolution of BS/CGCC.

 

15


BPG/CGV Hotel Partners IX LLC

Financial Statements

For the Period Ended June 30, 2006

(unaudited)

Contents

Financial Statements (unaudited)

 

Balance Sheet

   1

Statement of Operations

   2

Statement of Changes in Members’ Capital

   3

Statement of Cash Flows

   4

Notes to Financial Statements

   5


BPG/CGV Hotel Partners IX, LLC

Balance Sheet (Unaudited)

 

     June 30, 2006  

Assets

  

Property and equipment, at cost:

  

Building and improvements

   $ 47,536,245  

Site improvements

     1,197,200  

Furniture and equipment

     8,488,957  
        
     57,222,402  

Accumulated depreciation

     (6,940,405 )
        

Total property and equipment

     50,281,997  
        

Other assets:

  

Cash and cash equivalents

     274,725  

Restricted escrows

     2,708,689  

Accounts receivable - trade

     397,222  

Inventories

     158,263  

Prepaid expenses

     79,310  

Deposits

     150,394  

Franchise fee, net of accumulated amortization of $14,633 as of June 30, 2006

     6,867  

Interest rate caps

     273,500  

Financing costs, net of accumulated amortization of $1,042,632 as of June 30, 2006

     362,130  
        

Total other assets

     4,411,100  
        

Total assets

   $ 54,693,097  
        

Liabilities and members’ capital

  

Liabilities:

  

Mortgage payable

   $ 47,000,000  

Accounts payable and accrued expenses

     1,842,246  

Accounts payable - affiliate

     209,008  

Deferred revenue

     32,601  
        

Total liabilities

     49,083,855  

Members’ capital

     5,609,242  
        

Total liabilities and members’ capital

   $ 54,693,097  
        

See Accompanying Notes

 

1


BPG/CGV Hotel Partners IX, LLC

Statement of Operations (Unaudited)

 

     June 30, 2006     June 30, 2005  

Revenues:

    

Rooms

   $ 5,490,715     $ 4,754,846  

Food and beverage

     648,839       682,351  

Telephone

     20,559       26,302  

Other

     113,494       86,697  
                

Total revenues

     6,273,607       5,550,196  
                

Departmental expenses:

    

Rooms

     1,770,463       1,563,479  

Food and beverage

     610,575       645,843  

Telephone

     20,189       23,689  

Other operating departments

     70,309       67,471  
                

Total departmental expenses

     2,471,536       2,300,482  
                

Departmental profit (loss):

    

Rooms

     3,720,252       3,191,367  

Food and beverage

     38,264       36,508  

Telephone

     370       2,613  

Other operating departments

     43,185       19,226  
                

Gross departmental profit

     3,802,071       3,249,714  
                

Costs and other expenses (income):

    

General and administrative

     354,443       484,693  

Sales and marketing

     637,141       668,705  

Operating and maintenance

     211,215       201,964  

Utilities

     492,822       439,597  

Management fees

     157,047       139,626  

Franchise fees

     219,984       191,370  

Operating leases

     74,088       70,227  

Ground rent

     300,000       300,000  

Property insurance

     44,072       38,000  

Property taxes

     286,833       325,846  

Interest

     2,405,291       2,068,754  

Depreciation and amortization

     1,279,729       1,541,562  

Unrealized gain on interest rate caps

     (22,600 )     (33,165 )

Other

     143,896       (107,115 )
                

Total costs and other expenses

     6,583,961       6,330,064  
                

Net loss

   $ (2,781,890 )   $ (3,080,350 )
                

See Accompanying Notes

 

2


BPG/CGV Hotel Partners IX, LLC

Statement of Changes in Members’ Capital (Unaudited)

For the period ended June 30, 2006

 

     DDODE
Associates
LLC
    BPG Hotel
Partners IX
LLC
    Total  

Members’ capital - January 1, 2006

   $ 3,393,374     $ 3,392,757     $ 6,786,131  

Members' contributions

     802,501       802,500       1,605,001  

Net loss

     (1,390,945 )     (1,390,945 )     (2,781,890 )
                        

Members’ capital - June 30, 2006

   $ 2,804,930     $ 2,804,312     $ 5,609,242  
                        

See Accompanying Notes

 

3


BPG/CGV Hotel Partners IX, LLC

Statement of Cash Flows (Unaudited)

 

     June 30, 2006     June 30, 2005  

Cash flows from operating activities

    

Net loss

   $ (2,781,890 )   $ (3,080,350 )

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

    

Depreciation and amortization

     1,049,863       1,271,706  

Unrealized gain on interest rate caps

     (22,600 )     (33,165 )

(Increase) decrease in:

    

Accounts receivable - trade

     (122,812 )     (62,942 )

Accounts receivable - affiliate

     —         25,000  

Inventories

     12,377       18,734  

Prepaid expenses

     292,473       332,804  

Increase (decrease) in:

    

Accounts payable and accrued expenses

     483,150       (8,536 )

Accounts payable - affiliate

     51,399       (243,898 )

Deferred revenue

     11,981       (26,041 )
                

Net cash used in operating activities

     (1,026,059 )     (1,806,688 )
                

Cash flows from investing activities

    

Additions to property and equipment

     (11,334 )     (66,731 )

Funding of restricted escrows

     (468,387 )     (746,154 )
                

Net cash used in investing activities

     (479,721 )     (812,885 )
                

Cash flows from financing activities:

    

Members contributions

     1,605,001       2,249,100  
                

Net increase/(decrease) in cash and cash equivalents

     99,221       (370,473 )

Cash and cash equivalents - beginning

     175,504       714,956  
                

Cash and cash equivalents - ending

   $ 274,725     $ 344,483  
                

Supplemental disclosure of cash flow information:

    

Cash paid during the period for:

    

Interest

   $ 2,390,889     $ 1,547,871  

Income taxes

     —         —    

See Accompanying Notes

 

4


BPG/CGV Hotel Partners IX, LLC

Unaudited (Amounts in $000s)

 

Note 1:  Summary of significant accounting policies:

BPG/CGV Hotel Partners IX, LLC (the “Company”) (a Delaware limited liability company) was formed on September 19, 2000 for the purpose of designing, developing, constructing and operating an approximately 293,000 square foot, 273 room hotel and a parking garage (the Project) on a ground leased parcel in East Boston, Massachusetts. The Company is managed by DDODE Associates, LLC (DDODE) and BPG Hotel Partners IX, LLC (BPG) (collectively, the Members). The Members contributed their entire interests, in and to the Project, to the Company.

Basis of presentation – The financial statements include all the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States.

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 of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents – For purposes of preparing the statement of cash flows, the Company considers all investments purchased with an original maturity of three months or less to be cash equivalents. Restricted cash and funds held in escrow accounts not readily available for use are not considered as cash and cash equivalents.

Restricted escrows – The senior loan agreement requires that the hotel maintain reserve accounts for property taxes, insurance and replacement reserves.

Accounts receivable – trade – Accounts receivable represents amounts due from customers. Management reviews open accounts monthly and takes appropriate steps for collection. When needed an allowance for bad debts is recorded to reflect management’s determination of the amount deemed uncollectible. No provision for bad debts has been recorded.

Inventories – Inventories of food, beverages, linens and guest supplies are stated at the lower of cost or market as determined by the first-in, first-out method.

Income taxes – The Company has elected to be taxed as a partnership for income tax reporting purposes. The Company does not pay federal or state corporate income taxes on its taxable income (nor are they allowed a net operating loss carryback or carryover as a deduction). Instead, the members report their proportionate share of the Company’s taxable income (or lose), deductions and tax credits on their personal income tax returns. Therefore, no provision or liability for federal or state income taxes has been included in the financial statements.

 

5


BPG/CGV Hotel Partners IX, LLC

Unaudited (Amounts in $000s)

Property and equipment – Property and equipment are recorded at cost. Maintenance, repairs and other expenses that do not enhance the value or increase the basic useful lives of the assets are charged to current operations. Building and improvement costs are being depreciated on a straight-line basis over lives ranging from 15 to 40 years. Furniture and equipment are being depreciated on a straight-line basis over five to ten years, which approximates the useful life of the asset involved. Depreciation expense for the six months ended June 30, 2006 and 2005, respectively was $1.3 million and $2.1 million.

Deferred costs – Financing costs have been capitalized, and are being amortized using the straight-line method over the term of the related financing. Initial franchise fees are being amortized using the straight-line method over 60 months.

Revenue – Revenue is generally recognized as hotel services are provided to guests.

Advertising – The cost of advertising is generally expensed as incurred. Total expenses for the six months ended June 30, 2006 and 2005, respectively was $223 and $198.

Interest rate caps – The Company has entered into interest rate cap agreements related to its mortgage notes payable. The Company records these derivative instruments on the balance sheet as either an asset or liability measured at their fair value. Changes in the derivative instruments’ fair value are recognized currently in earnings.

Fair value of financial instruments – The fair value of financial instruments is determined by reference to market data and other valuation techniques, as appropriate. The Company’s financial instruments consist of cash and cash equivalents, mortgages payable and interest rate cap agreements. Unless otherwise disclosed, the fair value of the financial instruments approximates their recorded values.

 

Note 2:  Intangible assets

Financing costs totaling $1.4 million incurred in obtaining financing have been capitalized, and are being amortized using the straight-line method over the term of the related financing. Amortization of deferred financing costs for the six months ended June 30, 2006 and 2005, respectively was $205 and $236.

The initial franchise fee deposit of $21,500 is being amortized using the straight-line method over 60 months. Amortization of the franchise fees for the six months ended June 30, 2006 and 2005, respectively was $2 and $2.

 

Note 3:  Allocations of profits and losses and distributions:

Allocations of profits and losses are made in accordance with the provisions of Section 704(b) of the Internal Revenue Code.

Distributions of cash shall be applied or distributed (i) first, to the extent and in proportion to any accrued and unpaid interest on each Member’s shortfall loans, as defined, if any, (ii) second, to the extent of and in proportion to each Member’s unrecovered shortfall loan amounts, (iii) third, to the Members who have made construction shortfall contributions, as defined, pro rata, in proportion to their unrecovered construction shortfall contributions, until Members have received their construction shortfall preferred return, as defined, (iv) fourth, to the Members who have made construction shortfall contributions, pro rate, in proportion

 

6


BPG/CGV Hotel Partners IX, LLC

Unaudited (Amounts in $000s)

to their unrecovered construction shortfall contributions, (v) fifth, to the Members, pro rata, in proportion to their unrecovered contributions, as defined, excluding the DDODE subordinated initial contribution, as defined, until Members have received cumulative distributions equal to a cumulative 12% per annum return, compounded annually on their unrecovered contributions, (vi) sixth, to the Members to the extend of and in proportion to each Member’s unrecovered contributions, excluding the DDODE subordinated initial contribution, (vii) seventh, to DDODE, until DDODE has received cumulative distributions equal to cumulative 12% per annum return, compounded annually on its DDODE subordinated initial contribution, (viii) eighth, to DDODE to the extend of any unrecovered DDODE subordinated initial contribution, (ix) ninth, to DDODE, in the amount of $250,000, if BPG fails to make any additional contributions, and (x) tenth, to the Members in proportion to their respective percentage interests.

Except for the obligations of BPG regarding the contribution of capital, under provisions of the operating agreement, no member shall be obligated personally for any debt, obligation or liability of the Company, or any other member, solely by reason of being a member of the Company. Additionally, no member shall have any responsibility to restore negative capital account balances or to contribute to, or in respect of, the liabilities or obligations of the Company.

 

Note 4:  Mortgage debt:

Senior debt

On March 19, 2004, the Company entered into two new loans with proceeds used to pay outstanding balances on the existing debt. The first loan, in the amount of $32,000,000 is with Greenwich Capital Financial Products, Inc. The loan, which is secured by a first mortgage on the property, bears interest at a variable rate set by the adjusted LIBOR rate (as defined) plus 3.86% (8.17% at December 31, 2005), and requires monthly payments of interest only through April 1, 2007, the maturity date. In addition to the monthly payment of interest, if the loan is extended, as defined in the loan agreement, then commencing on May 1, 2007, the Company shall make monthly payments of $175 through the extended maturity date. Interest incurred under the loan for the six months ended June 30, 2006 and 2005, respectively, was $1.3 million and $1.1 million.

The loan is secured by a first mortgage on the property to Greenwich Capital Financial Products, Inc. and certain guarantees given by principals of the Members.

On March 16, 2004, the Company entered into a three-year interest rate cap with SMBC Derivative Products Limited at a cost of $235 and fair value of $224 as of June 30, 2006.

Junior debt

The second loan, in the amount of $15,000,000 is with Ashford Hospitality Finance LP. The loan, which is secured by a mortgage on the property, bears interest at a variable rate set by the adjusted LIBOR rate (as defined) plus 10.25% (14.54% at December 31, 2005), and requires monthly payments of interest only through April 7, 2007, the maturity date. Interest incurred under the loan for the six months ended June 30, 2006 and 2005, respectively, was $1.1 million and $1.0 million.

The note also secured by certain guarantees given by principals of the Members.

 

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BPG/CGV Hotel Partners IX, LLC

Unaudited (Amounts in $000s)

On March 16, 2004, the Company entered into a three-year interest rate cap with SMBC Derivative Products Limited at a cost of $69 and fair value of $50 as of June 30, 2006. Under the provisions of the Senior debt and Junior debt loan agreements discussed above, the Company is required to maintain a minimum debt yield. As the result of the Company’s net operating loss, the Company’s debt yield did not meet this requirement during 2005. As a result, the lenders of the Senior debt and Junior debt loans have the right but not the obligation to call on the letters of credit that are pledged by the owners as additional collateral. The Company has not received any notices from its lenders indication their intent to draw on the letters of credit.

 

Note 5:  Franchise agreement:

The hotel operates as an Embassy Suites Hotel under a licensing agreement with Hilton Hotels Corporation. Under this agreement, the hotel pays royalty fees, marketing fees and reservation fees in exchange for brand identification and marketing. This agreement expires on November 12, 2019.

 

Note 5:  Commitments:

The hotel was obligated on various operating leases for transportation and office equipment. Operating lease expense for the six months ended June 30, 2006 and 2005, respectively was $74 and $70.

On November 27, 1997, DDODE entered into a ninety-nine year ground lease, for land located at the intersection of Cottage Street and Porter Street, in East Boston, Massachusetts, upon which, as described in Note 1, the Company constructed a hotel. On September 26, 2000, DDODE assigned its interest in the ground lease to the Company.

The ground lease provides for monthly rental payments of $50,000

In addition to rents stated above, the ground lease provides for semiannual payments of 1.25% of gross revenues, as defined, for the prior six-month period. This provision is to commence on January 1, 2010, and continues to t he end of the term of the lease.

Future minimum lease payments on all leases are as follows for the years ending December 31:

 

2006

   $ 686

2007

     673

2008

     637

2009

     600

2010

     600

Thereafter

     53,250
      

Total

   $ 56,446
      

 

Note 7:  Related parties:

The Company entered into a Management Agreement, dated September 15, 2000, with Pollin/Miller Hospitality Strategies, Inc. (PMHS), an affiliate of BPG, for management services and accounting services in connection with the operation of the Project upon issuance of a certificate of occupancy after completion of the construction and development of the Project. For the six months ended June 30, 2006 and 2005, respectively $157 and $140 was earned by PMHS for management and accounting fees. At June 30, 2006, the total amount due to PMHS was $209.

 

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