Exhibit 99.1
Registered No. 3203996
Morgans Hotel Group Europe Limited
Annual report
For the year ended 31 December 2008
Morgans Hotel Group Europe Limited
Annual report
for the year ended 31 December 2008
| | | | |
| | Pages | |
| | | | |
Directors and advisers | | | 1 | |
| | | | |
Independent auditors’ report | | | 2 | |
| | | | |
Consolidated Profit and loss account | | | 3 | |
| | | | |
Consolidated Balance sheet | | | 4 – 5 | |
| | | | |
Consolidated Cash flow Statement | | | 6 | |
| | | | |
Notes to the financial statements | | | 7 – 20 | |
Morgans Hotel Group Europe Limited
Directors and advisers
Directors
R Bloom
J Quicksilver
F Kleisner
D Smail
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
55 Baker Street
London W1U 7EU
Bankers
National Westminster Bank PLC
135 Bishopsgate
London EC2M 3UR
1
Independent auditors’ report to the members of Morgans Hotel Group Europe Limited
Report of the Independent Registered Public Accounting Firm To the Board of Directors of Morgans Hotel Group Europe Limited
We have audited the accompanying consolidated balance sheets and company balance sheet of Morgans Hotel Group Europe Limited as of December 31, 2008 and 2007 and the related consolidated profit and loss account and consolidated cash flow statement for each of the three years in the period ended December 31, 2008. 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, 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 consolidated financial statements and company balance sheet referred to above present fairly, in all material respects, the financial position of Morgans Hotel Group Europe Limited as at December 31, 2008 and, 2007, and the results of its operations and its cash flows for the years ended December 31, 2008, 2007 and 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 24 to the financial statements.
BDO Stoy Hayward LLP
Chartered Accountants and Registered Auditors
London, UK
February 23, 2009
2
Morgans Hotel Group Europe Limited
Consolidated profit and loss account
for the year ended 31 December 2008
| | | | | | | | | | | | | | | | |
| | | | | | 2008 | | | 2007 | | | 2006 | |
| | Notes | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Turnover | | | | | | | 30,998 | | | | 31,967 | | | | 30,118 | |
Cost of sales | | | | | | | (7,739 | ) | | | (7,909 | ) | | | (7,560 | ) |
| | | | | | | | | | | | | |
Gross profit | | | | | | | 23,259 | | | | 24,058 | | | | 22,558 | |
| | | | | | | | | | | | | | | | |
Administrative expenses | | | | | | | (14,367 | ) | | | (13,240 | ) | | | (13,988 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating profit | | | 3 | | | | 8,892 | | | | 10,818 | | | | 8,570 | |
| | | | | | | | | | | | | | | | |
Interest receivable | | | | | | | 750 | | | | 705 | | | | 397 | |
Interest payable and similar charges | | | 4 | | | | (6,562 | ) | | | (7,043 | ) | | | (6,721 | ) |
| | | | | | | | | | | | | |
Net interest payable | | | | | | | (5,812 | ) | | | (6,338 | ) | | | (6,324 | ) |
| | | | | | | | | | | | | | | | |
Profit on ordinary activities before taxation | | | | | | | 3,080 | | | | 4,480 | | | | 2,246 | |
| | | | | | | | | | | | | | | | |
Tax on profit on ordinary activities | | | 5 | | | | (165 | ) | | | (412 | ) | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Profit for the financial year | | | | | | | 2,915 | | | | 4,068 | | | | 2,246 | |
| | | | | | | | | | | | |
All profits arises from continuing operations.
The group has no recognised gains or losses other than the profit for the year.
The historical cost profit and reported profit are the same.
3
Morgans Hotel Group Europe Limited
Consolidated balance sheet
At 31 December 2008
| | | | | | | | | | | | | | | | | | | | |
| | | | | | 2008 | | | 2008 | | | 2007 | | | 2007 | |
| | Notes | | | £000 | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | | | | | |
Fixed assets | | | | | | | | | | | | | | | | | | | | |
Tangible assets | | | 8 | | | | | | | | 101,151 | | | | | | | | 102,898 | |
| | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | |
Stock | | | 9 | | | | 249 | | | | | | | | 222 | | | | | |
Debtors | | | 11 | | | | 2,104 | | | | | | | | 2,254 | | | | | |
Cash at bank and in hand | | | | | | | 2,032 | | | | | | | | 15,019 | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | 4,385 | | | | | | | | 17,495 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Creditors: amounts falling due within one year | | | 12 | | | | (5,383 | ) | | | | | | | (5,793 | ) | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net current assets | | | | | | | | | | | (998 | ) | | | | | | | 11,702 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total assets less current liabilities | | | | | | | | | | | 100,153 | | | | | | | | 114,600 | |
| | | | | | | | | | | | | | | | | | | | |
Creditors: amounts falling due after more than one year | | | 13 | | | | | | | | (99,774 | ) | | | | | | | (101,636 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net assets | | | | | | | | | | | 379 | | | | | | | | 12,964 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Capital and reserves | | | | | | | | | | | | | | | | | | | | |
Called up share capital | | | 15 | | | | | | | | 5,000 | | | | | | | | 5,000 | |
Share premium account | | | 16 | | | | | | | | 10,000 | | | | | | | | 10,000 | |
Other capital reserve | | | 16 | | | | | | | | 1,582 | | | | | | | | 9,460 | |
Profit and loss account | | | 16 | | | | | | | | (16,203 | ) | | | | | | | (11,496 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Shareholders’ funds | | | 18 | | | | | | | | 379 | | | | | | | | 12,964 | |
| | | | | | | | | | | | | | | | | | |
The financial statements on pages 6 to 22 were approved by the board of directors and authorised for issue on February 23, 2009
F Kleisner
Director
4
Morgans Hotel Group Europe Limited
Company balance sheet
At 31 December 2008
| | | | | | | | | | | | | | | | | | | | |
| | | | | | 2008 | | | 2008 | | | 2007 | | | 2007 | |
| | Notes | | | £000 | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | | | | | |
Fixed assets | | | | | | | | | | | | | | | | | | | | |
Investment in subsidiary | | | 10 | | | | | | | | 35,000 | | | | | | | | 35,000 | |
| | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | |
Debtors | | | 11 | | | | 400 | | | | | | | | 400 | | | | | |
Cash at bank and in hand | | | | | | | 5 | | | | | | | | 5 | | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | 405 | | | | | | | | 405 | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Creditors:amounts falling due within one year | | | 12 | | | | (12,634 | ) | | | | | | | (12,634 | ) | | | | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net current liabilities | | | | | | | | | | | (12,229 | ) | | | | | | | (12,229 | ) |
| | | | | | | | | | | | | | | | | | |
Net assets | | | | | | | | | | | 22,771 | | | | | | | | 22,771 | |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Capital and reserves | | | | | | | | | | | | | | | | | | | | |
Called up share capital | | | 15 | | | | | | | | 5,000 | | | | | | | | 5,000 | |
Share premium account | | | 17 | | | | | | | | 10,000 | | | | | | | | 10,000 | |
Other capital reserve | | | 17 | | | | | | | | 1,582 | | | | | | | | 9,460 | |
Profit and loss account | | | 17 | | | | | | | | 6,189 | | | | | | | | (1,689 | ) |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Shareholders’ funds | | | 18 | | | | | | | | 22,771 | | | | | | | | 22,771 | |
| | | | | | | | | | | | | | | | | | |
5
Morgans Hotel Group Europe Limited
Consolidated cash flow statement
for the year ended 31 December 2008
| | | | | | | | | | | | | | | | |
| | | | | | 2008 | | | 2007 | | | 2006 | |
| | Notes | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Net cash inflow from operating activities | | | 21 | | | | 11,395 | | | | 14,198 | | | | 12,067 | |
| | | | | | | | | | | | | | | | |
Returns on investments and servicing of finance | | | 22 | | | | (5,812 | ) | | | (6,338 | ) | | | (6,324 | ) |
| | | | | | | | | | | | | | | | |
Capital expenditure | | | 22 | | | | (874 | ) | | | (3,507 | ) | | | (671 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Cash inflow before taxation and financing | | | | | | | 4,709 | | | | 4,353 | | | | 5,072 | |
| | | | | | | | | | | | | | | | |
Equity Dividend Paid to Shareholders | | | | | | | (15,500 | ) | | | (99 | ) | | | — | |
| | | | | | | | | | | | | | | | |
Taxation | | | | | | | (113 | ) | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Financing | | | 22 | | | | (2,083 | ) | | | (1,500 | ) | | | (1,250 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
(Decrease)/Increase in cash and cash equivalents | | | | | | | (12,987 | ) | | | 2,754 | | | | 3,822 | |
| | | | | | | | | | | | | |
Reconciliation of net debt
for the year ended 31 December 2008
| | | | | | | | | | | | | | | | |
| | | | | | 2008 | | | 2007 | | | 2006 | |
| | Notes | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
(Decrease)/Increase in cash in the year | | | | | | | (12,987 | ) | | | 2,754 | | | | 3,822 | |
Net cash outflow from decrease in debt | | | 23 | | | | 2,083 | | | | 1,500 | | | | 1,242 | |
Non cash movements | | | 23 | | | | (338 | ) | | | (339 | ) | | | (339 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Movements in net debt in the year | | | | | | | (11,242 | ) | | | 3,915 | | | | 4,725 | |
Net debt at the start of the year | | | | | | | (88,700 | ) | | | (92,615 | ) | | | (97,340 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net debt at the end of the year | | | 23 | | | | (99,942 | ) | | | (88,700 | ) | | | (92,615 | ) |
| | | | | | | | | | | | | |
6
Morgans Hotel Group Europe Limited
Notes to the financial statements
for the year ended 31 December 2008
1. Principal accounting policies
The consolidated 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 is set out below.
Basis of consolidation
The consolidated financial statements include financial statements of the company and its subsidiary undertaking made up to 31 December 2008.
Investments
Investments are stated at cost or cost less provision where there is a permanent diminution in value.
Fixed assets and depreciation
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:
| | |
Freehold buildings (Included in Freehold Buildings are assets for building surface finishes which are depreciated over 25 – 38 years) | | 50 years |
Building surface finishes | | 25 – 38 years |
Plant and machinery | | 15 years |
Fixtures, fittings and equipment | | 5 – 10 years |
No depreciation is provided on freehold land. No residual values are ascribed to building surface finishes.
Interest paid on fixed assets purchases is capitalised up until the time the asset is available for use.
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 2008 for assets and liabilities. Exchange differences arising in the ordinary course of trading are included in the profit and loss account.
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.
7
Morgans Hotel Group Europe Limited
Finance costs
Finance costs are included within the carrying value of the loan and are amortised over the term of the loan.
Stocks
Stocks are stated at the lower of cost and net realisable value.
Turnover
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to customers. Turnover arises wholly in the United Kingdom.
Pension scheme
The group operates a defined contribution pension scheme. Contributions are charged to the profit and loss account in the period in which they are incurred.
Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
2. Staff numbers and costs
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | Number | | | Number | | | Number | |
| | | | | | | | | | | | |
The average number of employees in the year was: | | | | | | | | | | | | |
Hotel operating staff | | | 149 | | | | 151 | | | | 141 | |
Management/administration | | | 31 | | | | 33 | | | | 31 | |
Sales and marketing | | | 12 | | | | 14 | | | | 11 | |
Maintenance | | | 17 | | | | 18 | | | | 20 | |
| | | | | | | | | |
Total | | | 209 | | | | 216 | | | | 203 | |
| | | | | | | | | |
The aggregate payroll costs for these persons were as follows:
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
Wages and salaries | | | 6,553 | | | | 6,303 | | | | 5,730 | |
Social security costs | | | 480 | | | | 497 | | | | 444 | |
Pension costs | | | 70 | | | | 70 | | | | 44 | |
| | | | | | | | | |
| | | 7,103 | | | | 6,870 | | | | 6,218 | |
| | | | | | | | | |
None of the directors received any remuneration during the year (2007: Nil).
8
Morgans Hotel Group Europe Limited
Funded defined contribution scheme for employees (group scheme)
Pension costs of £70,000 (2007: £44,000) were charged to the profit and loss account of which £nil (2007: nil) was outstanding at the balance sheet date.
The pension scheme is held with Standard Life and is administered by Origen.
3. Operating profit
This is arrived at after charging:
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
Auditors’ remuneration: | | | | | | | | | | | | |
Group — audit | | | 43 | | | | 54 | | | | 50 | |
Company – audit | | | 10 | | | | 10 | | | | 10 | |
Group — Non-audit services | | | 12 | | | | — | | | | — | |
| | | | | | | | | | | | |
Depreciation of tangible fixed assets | | | 2,621 | | | | 2,437 | | | | 2,778 | |
Loss on disposal of fixed assets | | | — | | | | — | | | | 274 | |
4. Interest payable and similar charges
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
Amounts payable on bank loans and overdrafts | | | 6,562 | | | | 6,658 | | | | 6,721 | |
Finance charges | | | — | | | | 385 | | | | — | |
| | | | | | | | | |
| | | 6,562 | | | | 7,043 | | | | 6,721 | |
| | | | | | | | | |
5. Taxation
(a) Analysis of charge in the year
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
United Kingdom corporation tax at 28.5% (2007:30%, 2006:30%) | | | 174 | | | | 200 | | | | — | |
Adjustments in respect of prior years | | | (9 | ) | | | 212 | | | | — | |
| | | | | | | | | |
Total tax charge (note 5 (b)) | | | 165 | | | | 412 | | | | | |
| | | | | | | | | | | | |
Deferred taxation (note 14) | | | — | | | | — | | | | — | |
| | | | | | | | | |
| | | | | | | | | | | | |
Tax on profit on ordinary activities | | | 165 | | | | 412 | | | | — | |
| | | | | | | | | |
9
Morgans Hotel Group Europe Limited
There is no movement on the deferred tax asset from 2007.
(b) Factors affecting tax charge for the year
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £'000 | |
| | | | | | | | | | | | |
Profit on ordinary activities before tax | | | 3,080 | | | | 4,480 | | | | 2,246 | |
| | | | | | | | | |
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 28.5% (2007 : 30%, 2006:30%) | | | 878 | | | | 1,343 | | | | 674 | |
| | | | | | | | | | | | |
Effects of: | | | | | | | | | | | | |
Expenses not deductible for tax purposes | | | 162 | | | | 62 | | | | 171 | |
Capital allowances in excess of depreciation | | | (308 | ) | | | (552 | ) | | | 695 | |
Tax losses | | | (558 | ) | | | (653 | ) | | | (1,540 | ) |
Adjustment in respect of prior years | | | (9 | ) | | | 212 | | | | — | |
| | | | | | | | | |
Tax charge for the period | | | 165 | | | | 412 | | | | — | |
| | | | | | | | | |
6. Dividends
| | | | | | | | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
Amounts recognised as distributions to equity holders during the year | | | | | | | | |
The dividend payment recognised during 2008 was for the dividend declared in respect of the period ended 31 December 2008 of £15,500,000 | | | 15,500 | | | | — | |
7. Profit for the financial year
The company has taken advantage of the exemption allowed under section 230 of the Companies Act 1985 and has not presented it’s own profit & loss account, in these financial statements. The profit before dividend for the year is £15,500,000 (2007: £Nil, 2006:£ Nil)
10
8. Fixed assets — Group
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Fixtures, | | | | |
| | Land and | | | Plant and | | | fittings and | | | | |
| | buildings | | | machinery | | | equipment | | | Total | |
| | £000 | | | £000 | | | £000 | | | £000 | |
|
Cost | | | | | | | | | | | | | | | | |
At 1 January 2008 | | | 102,018 | | | | 8,426 | | | | 13,544 | | | | 123,988 | |
Additions | | | 94 | | | | 142 | | | | 638 | | | | 874 | |
Disposal | | | — | | | | — | | | | (11 | ) | | | (11 | ) |
| | | | | | | | | | | | |
At 31 December 2008 | | | 102,112 | | | | 8,568 | | | | 14,171 | | | | 124,851 | |
| | | | | | | | | | | | | | | | |
Depreciation | | | | | | | | | | | | | | | | |
At 1 January 2008 | | | 7,822 | | | | 4,286 | | | | 8,982 | | | | 21,090 | |
Charge for the year | | | 1,093 | | | | 589 | | | | 939 | | | | 2,621 | |
Disposals | | | — | | | | — | | | | (11 | ) | | | (11 | ) |
| | | | | | | | | | | | |
At 31 December 2008 | | | 8,915 | | | | 4,875 | | | | 9,910 | | | | 23,700 | |
| | | | | | | | | | | | | | | | |
Net book value | | | | | | | | | | | | | | | | |
At 31 December 2008 | | | 93,197 | | | | 3,693 | | | | 4,261 | | | | 101,151 | |
| | | | | | | | | | | | |
At 31 December 2007 | | | 94,196 | | | | 4,140 | | | | 4,562 | | | | 102,898 | |
| | | | | | | | | | | | |
Included in total net book value of land and buildings is £41,091,000 (2007: £41,955,000) of long leasehold property and £4,193,000 (2007: £4,219,000) of capitalised interest (net of accumulated depreciation).
All tangible fixed assets of the group are held by the subsidiary undertaking, Morgans Hotel Group London Limited.
9. Stock
| | | | | | | | |
| | Group | | | Group | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
Consumables | | | 249 | | | | 222 | |
11
Morgans Hotel Group Europe Limited
10. Investment in subsidiary company
| | | | | | | | |
| | Company | | | Company | |
| | £000 | | | £000 | |
| | | | | | | | |
At 1 January 2008 and 31 December 2008 | | | 35,000 | | | | 35,000 | |
The company owns 100% of the ordinary shares of Morgans Hotel Group London Limited, a company incorporated in England and Wales, whose principal activity is the operation of two Morgans Hotel Group hotels in London.
11. Debtors: amounts due within one year
| | | | | | | | | | | | | | | | |
| | Group | | | Company | | | Group | | | Company | |
| | 2008 | | | 2008 | | | 2007 | | | 2007 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Trade debtors | | | 918 | | | | — | | | | 1,072 | | | | — | |
Amounts due from related parties | | | 569 | | | | 400 | | | | 418 | | | | 400 | |
Prepayments and accrued income | | | 617 | | | | — | | | | 764 | | | | — | |
| | | | | | | | | | | | |
| | | 2,104 | | | | 400 | | | | 2,254 | | | | 400 | |
| | | | | | | | | | | | |
12. Creditors: amounts falling within one year
| | | | | | | | | | | | | | | | |
| | Group | | | Company | | | Group | | | Company | |
| | 2008 | | | 2008 | | | 2007 | | | 2007 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Bank loans | | | 2,200 | | | | — | | | | 2,083 | | | | — | |
Trade creditors | | | 529 | | | | — | | | | 596 | | | | — | |
Amounts due to group undertakings and related parties | | | 407 | | | | 12,634 | | | | 605 | | | | 12,634 | |
Taxation and social security | | | 485 | | | | — | | | | 559 | | | | — | |
Accruals and deferred income | | | 1,387 | | | | — | | | | 1,638 | | | | — | |
Corporation Tax | | | 375 | | | | — | | | | 312 | | | | — | |
| | | | | | | | | | | | |
| | | 5,383 | | | | 12,634 | | | | 5,793 | | | | 12,634 | |
| | | | | | | | | | | | |
12
Morgans Hotel Group Europe Limited
13. Creditors: amount falling due after more than one year
| | | | | | | | |
| | Group | | | Group | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
Bank loans net of unamortised costs | | | 99,774 | | | | 101,636 | |
| | | | | | |
| | | 99,774 | | | | 101,636 | |
| | | | | | |
Bank loans are repayable as follows:
| | | | | | | | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
In one year or less, or on demand | | | 2,200 | | | | 2,083 | |
In more than one year, but not more than two years | | | 99,774 | | | | 2,200 | |
In more than two years, but not more than five years | | | — | | | | 99,436 | |
| | | | | | |
| | | 101,974 | | | | 103,719 | |
| | | | | | |
Bank loans are as follows:
| | | | | | | | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
Sterling bank loans: 6.280% | | | 101,974 | | | | 103,719 | |
| | | | | | |
| | | 101,974 | | | | 103,719 | |
| | | | | | |
Bank loans are repayable in monthly instalments, are denominated in sterling and bear interest at a fixed rate as noted above.
The bank loan is secured by way of a first ranking legal charge over the properties including fixtures, fittings and property management agreements, and an assignment over all revenues due from operation of the properties.
13
Morgans Hotel Group Europe Limited
14. Deferred taxation
| | | | | | | | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
Accelerated capital allowances | | | (5,887 | ) | | | (6,182 | ) |
Short term timing differences | | | 29 | | | | 19 | |
Losses | | | 5,858 | | | | 6,163 | |
| | | | | | |
Total deferred tax asset | | | — | | | | — | |
| | | | | | |
In 2008 a retrospective capital allowances claim was agreed with the HMRC, this has resulted in a reduction in the tax written down value of the assets and therefore a provision for accelerated capital allowances has been recognised in the 2008 Financial Statements.
15. Called up share capital
| | | | | | | | |
| | 31 December | | | 31 December | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
Authorised | | | | | | | | |
1,000 ordinary shares of £1 each | | | 1 | | | | 1 | |
2,499,999 A ordinary shares of £1 each | | | 2,500 | | | | 2,500 | |
2,499,999 B ordinary shares of £1 each | | | 2,500 | | | | 2,500 | |
2 preferred non-voting ordinary shares of £1 each | | | — | | | | — | |
| | | | | | |
| | | 5,001 | | | | 5,001 | |
| | | | | | |
| | | | | | | | |
Allotted, called up and fully paid | | | | | | | | |
2 ordinary shares of £1 each | | | — | | | | — | |
2,499,999 A ordinary shares of £1 each | | | 2,500 | | | | 2,500 | |
2,499,999 B ordinary shares of £1 each | | | 2,500 | | | | 2,500 | |
1 preferred non-voting ordinary shares of £1 each | | | — | | | | — | |
| | | | | | |
| | | 5,000 | | | | 5,000 | |
| | | | | | |
Both the A and B ordinary shares carry equal voting rights, equal rights to dividends and equal rights on winding up and rank pari passu with each other. The preferred ordinary shares carry non-voting rights and rank pari passu with the A and B ordinary shares.
14
Morgans Hotel Group Europe Limited
16. Reserves — group
| | | | | | | | | | | | |
| | Share | | | Other capital | | | Profit and | |
| | premium | | | Reserve | | | loss account | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
At 1 January 2008 | | | 10,000 | | | | 9,460 | | | | (11,496 | ) |
Transfer of reserve | | | — | | | | (7,878 | ) | | | 7,878 | |
Profit for the financial year | | | — | | | | — | | | | 2,915 | |
Dividend Distribution | | | — | | | | — | | | | (15,500 | ) |
| | | | | | | | | |
At 31 December 2008 | | | 10,000 | | | | 1,582 | | | | (16,203 | ) |
| | | | | | | | | |
17. Reserves — company
| | | | | | | | | | | | |
| | Share | | | Other capital | | | Profit and | |
| | Premium | | | Reserve | | | loss account | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
At 1 January 2008 | | | 10,000 | | | | 9,460 | | | | (1,689 | ) |
Transfer of reserve | | | — | | | | (7,878 | ) | | | 7,878 | |
Profit for the financial year | | | — | | | | — | | | | 15,500 | |
Dividend Distribution | | | — | | | | — | | | | (15,500 | ) |
| | | | | | | | | |
At 31 December 2008 | | | 10,000 | | | | 1,582 | | | | 6,189 | |
| | | | | | | | | |
18. Reconciliation of movements in shareholders’ funds
| | | | | | | | | | | | | | | | |
| | Group | | | Company | | | Group | | | Company | |
| | 2008 | | | 2008 | | | 2007 | | | 2007 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Profit for the financial year | | | 2,915 | | | | 15,500 | | | | 4,068 | | | | — | |
| | | (15,500 | ) | | | (15,500 | ) | | | — | | | | — | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net movement in shareholders’ funds | | | | | | | | | | | | | | | | |
Opening shareholders’ funds | | | (12,585 | ) | | | — | | | | 4,068 | | | | — | |
Closing shareholders’ funds | | | 12,964 | | | | 22,771 | | | | 8,896 | | | | 22,771 | |
| | | | | | | | | | | | |
| | | 379 | | | | 22,771 | | | | 12,964 | | | | 22,771 | |
| | | | | | | | | | | | |
In November 2008 Morgans Hotel Group London Limited undertook a re-purchase of shares out of capital. This transaction resulted in Morgans Hotel Group Europe Limited recognising a profit of £15,500,000 which has been distributed to the shareholders. Also £7,878,000 was transferred from other capital reserves to the profit and loss account in accordance with a court order obtained for this purpose.
15
Morgans Hotel Group Europe Limited
19. Immediate and ultimate controlling parties
Morgans Hotel Group Europe Limited is owned 50% by Walton MG Hotels Investors V, LLC, an affiliate of Walton Street Capital LLC., a company incorporated in the state of Delaware in the USA.
The other 50% is owned by Royalton Europe Holdings LLC, a wholly owned subsidiary of Morgans Hotel Group Co, a company incorporated in the USA, whose principal place of business is 475 10th Avenue New York, NY 10018 USA.
20. Related party transactions
Morgans Hotel Group UK Management Limited
Morgans Hotel Group UK Management Limited is 100% owned by Morgans Hotel Group Co.
Morgans Hotel Group UK Management Limited charge Morgans Hotel Group Europe Limited a management fee and staff costs relating to hotel management, which totalled £2,897,000 (2007: £3,242,000).
SC London Limited
SC London Limited is indirectly owned 50% by Morgans Hotel Group Co and 50% by Chodorow Ventures LLC.
SC London Limited pays rent and recharged expenditure to Morgans Hotel Group Europe Limited, which totalled £3,773,000 (2007: £3,669,000).
| | | | | | | | |
| | 2008 | | | 2007 | |
Related party balances and transactions | | £000 | | | £000 | |
| | | | | | | | |
Debtors: amounts falling within one year | | | | | | | | |
SC London Limited | | | 136 | | | | — | |
Morgans Hotel Group Co | | | 400 | | | | 400 | |
Other Morgans Hotel Group Co companies | | | 33 | | | | 18 | |
| | | | | | |
| | | 569 | | | | 418 | |
| | | | | | |
| | | | | | | | |
| | 2008 | | | 2007 | |
| | £000 | | | £000 | |
| | | | | | | | |
Creditors: amounts falling due within one year | | | | | | | | |
Morgans Hotel Group UK Management Limited | | | 258 | | | | 306 | |
SC London Limited | | | — | | | | 215 | |
Other Morgans Hotel Group Co companies | | | 149 | | | | 84 | |
| | | | | | |
| | | 407 | | | | 605 | |
| | | | | | |
16
Morgans Hotel Group Europe Limited
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.
21. Reconciliation of operating profit to net cash inflow from operating activities
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
Operating profit | | | 8,892 | | | | 10,818 | | | | 8,570 | |
Depreciation and Amortisation | | | 2,970 | | | | 2,804 | | | | 2,778 | |
Loss on disposal of assets | | | — | | | | — | | | | 274 | |
(Increase) in stock | | | (28 | ) | | | (14 | ) | | | (62 | ) |
Decrease / (Increase) in debtors | | | 150 | | | | 515 | | | | (431 | ) |
(Decrease) / increase in creditors | | | (589 | ) | | | 75 | | | | 938 | |
| | | | | | | | | |
Net cash inflow from operating activities | | | 11,395 | | | | 14,198 | | | | 12,067 | |
| | | | | | | | | |
22. Analysis of cash flows
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | |
Return on Investment and servicing of finance | | | | | | | | | | | | |
Interest received | | | 750 | | | | 705 | | | | 397 | |
Interest on bank loan | | | (6,562 | ) | | | (6,658 | ) | | | (6,721 | ) |
Finance charges | | | — | | | | (385 | ) | | | — | |
| | | | | | | | | |
| | | (5,812 | ) | | | (6,338 | ) | | | (6,324 | ) |
| | | | | | | | | | | | |
Capital expenditure | | | | | | | | | | | | |
Purchase of tangible fixed assets | | | (874 | ) | | | (3,507 | ) | | | (671 | ) |
| | | | | | | | | | | | |
Financing | | | | | | | | | | | | |
Repayment of bank loan | | | (2,083 | ) | | | (1,500 | ) | | | (1,250 | ) |
| | | | | | | | | |
|
| | | (2,083 | ) | | | (1,500 | ) | | | (1,250 | ) |
| | | | | | | | | |
17
Morgans Hotel Group Europe Limited
23. Analysis of changes in net debt
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Other | | | At 31 | |
| | At 1 January | | | | | | | non-cash | | | December | |
| | 2008 | | | Cash flows | | | movements | | | 2008 | |
| | £000 | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Cash at bank and in hand | | | 15,019 | | | | (12,987 | ) | | | — | | | | 2,032 | |
Debt due within one year | | | (2,083 | ) | | | 2,083 | | | | (2,200 | ) | | | (2,200 | ) |
Debt due after more than one year | | | (102,623 | ) | | | — | | | | 2,200 | | | | (100,423 | ) |
Deferred finance costs | | | 987 | | | | — | | | | (338 | ) | | | 649 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net debt | | | (88,700 | ) | | | (10,904 | ) | | | (338 | ) | | | (99,942 | ) |
| | | | | | | | | | | | |
18
Morgans Hotel Group Europe Limited
24. Summary of differences between United Kingdom Generally Accepted Accounting Practice (“UK GAAP”) and United States Generally Accepted Accounting Principles (“US GAAP”)
The following table contains a summary of the material adjustments to consolidated profit for the financial year between UK GAAP and US GAAP:
| | | | | | | | | | | | | | | | |
| | | | | | Year Ended | | | Year Ended | | | Year Ended | |
| | | | | | 31 December | | | 31 December | | | 31 December | |
| | | | | | 2008 | | | 2007 | | | 2006 | |
| | Note | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Profit for the financial year as reported under UK GAAP | | | | | | | 2,915 | | | | 4,068 | | | | 2,246 | |
| | | | | | | | | | | | | | | | |
US GAAP adjustments: | | | | | | | | | | | | | | | | |
Depreciation of tangible fixed assets | | | a | | | | (864 | ) | | | (864 | ) | | | (988 | ) |
Financial instruments | | | b | | | | (6,565 | ) | | | (1,341 | ) | | | 2,454 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total US GAAP adjustments | | | | | | | (7,429 | ) | | | (2,205 | ) | | | 1,466 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net income as reported under US GAAP | | | | | | | (4,514 | ) | | | 1,863 | | | | 3,712 | |
| | | | | | | | | | | | | |
The following table contains a summary of the material adjustments to consolidated shareholders’ funds between UK GAAP and US GAAP:
| | | | | | | | | | | | | | | | |
| | | | | | Year Ended | | | Year Ended | | | Year Ended | |
| | | | | | 31 December | | | 31 December | | | 31 December | |
| | | | | | 2008 | | | 2007 | | | 2006 | |
| | Note | | | £000 | | | £000 | | | £000 | |
| | | | | | | | | | | | | | | | |
Total shareholders’ funds as reported under UK GAAP | | | | | | | 379 | | | | 12,964 | | | | 8,896 | |
| | | | | | | | | | | | | | | | |
US GAAP adjustments | | | | | | | | | | | | | | | | |
Depreciation of tangible fixed assets | | | a | | | | (8,777 | ) | | | (7,913 | ) | | | (7,157 | ) |
Financial instruments | | | b | | | | (5,451 | ) | | | 1,113 | | | | 2,454 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total US GAAP adjustments | | | | | | | (14,228 | ) | | | (6,800 | ) | | | (4,703 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Shareholders’ (deficit)/ funds under US GAAP | | | | | | | (13,849 | ) | | | 6,164 | | | | 4,193 | |
| | | | | | | | | | | | | |
19
Morgans Hotel Group Europe Limited
A summary of the principal differences between United Kingdom Generally Accepted Accounting Practice and United States Generally Accepted Accounting Principles is set out below:
(a) Depreciation of tangible fixed assets
Under UK GAAP, the freehold buildings are depreciated on a straight line basis over 50 years to their residual values. Under US GAAP, the freehold building are depreciated on a straight line basis over 40 years and there is considered to be no residual value. The result of this is an accelerated depreciation charge under US GAAP.
(b) Financial instruments
Under US GAAP an entity recognises all of its derivative instruments as either assets or liabilities depending on the rights or obligations under the contracts. All derivative instruments are measured at fair value in accordance with Financial Accounting Standards Board Statement No. 133 “Accounting for Derivative Instruments and Hedging Contracts”. The equivalent UK GAAP is not required to be applied by the Company for the periods under audit. This adjustment reflects the impact of revaluing all the Company derivative financial instruments.
(c) 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.
(d) Cash flow statement
The cash flow statement presented under UK GAAP has been presented in accordance with FRS1 (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 FRS1, 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:
| | | | | | | | | | | | |
| | 2008 | | | 2007 | | | 2006 | |
| | £000 | | | £000 | | | £000 | |
Net cash provided by operating activities | | | 5,470 | | | | 7,761 | | | | 5,743 | |
Net cash used in investing activities | | | (874 | ) | | | (3,507 | ) | | | (671 | ) |
Net cash used in provided by financing activities | | | (17,583 | ) | | | (1,500 | ) | | | (1,250 | ) |
| | | | | | | | | |
Net (decrease) / increase in cash and cash equivalents | | | (12,987 | ) | | | 2,754 | | | | 3,822 | |
Cash and cash equivalents at beginning of period | | | 15,019 | | | | 12,265 | | | | 8,443 | |
| | | | | | | | | |
Cash and cash equivalents at end of period | | | 2,032 | | | | 15,019 | | | | 12,265 | |
| | | | | | | | | |
20