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Table of Contents Table of Contents CERTIFICATION 1 1 INTRODUCTION 2 2 SUMMARY 3 3 SITE AND AREA EVALUATION 5 1. Location 5 2. Site Size and Access 8 3.3 Site Characteristics and Surrounding Tourist-Oriented Development 9 3.4 Existing Attractions in the Region 10 4 MARKET ANALYSIS 12 4.1 Tourist Market 12 4.2 Resident Market 15 5 CONCEPT DESCRIPTION AND TRENDS 18 1. Concept Overview and Trends 18 2. Existing Examples 19 3. Current Concept for the Site 23 6 COMPARABLE FACILITIES 24 6.1 Overview 24 6.2 Walt Disney World (Orlando, Florida USA) 24 6.3 Broadway at the Beach (Myrtle Beach, South Carolina USA) 26 6.4 Opryland (Nashville, Tennessee USA) 27 6.5 Lotte World (Seoul, South Korea) 30 6.6 New Century Global Center (Chengdu, China) 32 6.7 Planned EuropaCity Mixed-Use Project (near Paris, France) 34 7 FINANCIAL ANALYSIS 35 7.1 Comparable Financial Performance 35 7.2 Operating Pro Forma 37 7.3 Warranted Investment 38 7.4 Estimated Development Cost 39 7.5 Equity Investor Return on Investment 40 7.6 Estimated Economic Impact 41 APPENDIX | QUALIFICATIONS 42 w Certification I certify that, to the best of my knowledge and belief: ▪The statements of fact contained in this report are true and correct. ▪The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and represents our personal, unbiased professional analyses, opinions and conclusions. ▪This consulting assignment was performed on a basis of non-advocacy; we have no present or contemplated interest in the planned business and have no personal bias with respect to the parties involved. ▪Our compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, the report. ▪Our analyses, opinions, conclusions and report have been prepared in conformity with professional standards. John Gerner Managing Director Leisure Business Advisors LLC Third Revised Draft Final Report: New Mixed-Use Destination Resort Near Williamsburg, Virginia w1 1 | Introduction Leisure Business Advisors LLC (LBA) has been retained by Williamsburg Pottery Factory, Inc. to provide consulting services for a major new mixed-use destination resort near Williamsburg, Virginia. The assignment involves evaluating the concept, analyzing the market, gauging financial performance, providing business plan guidance, and estimating economic impact. 1. Report Organization This draft final report provides preliminary results of LBA's consulting work. This report is presented in seven sections. Section 2, which follows this introduction, provides a summary. Section 3 discusses the site and area analysis. Section 4 presents the market analysis. Section 5 describes the concept and trends. Section 6 examines comparable facilities. Section 7 provides the financial analysis for the major new mixed-use destination resort near Williamsburg. 2. Standard General Limiting Conditions Every reasonable effort has been made to ensure that the information contained in this report is accurate and timely, and it is believed to be reliable. No responsibility is assumed for inaccuracies from any data source used in preparing this report. It is based on information that was current as of May 2016 or as noted, and LBA has not undertaken any update of its research effort since such date. Achieving potential financial performance may be affected by fluctuating conditions and future events that cannot be assured. Therefore, the actual results achieved during the forecast period may vary significantly from the forecast. No warranty or representation is made by Leisure Business Advisors LLC that any of the potential values or results contained in this report will actually be achieved. LBA has incomplete knowledge of important future development and management actions on which actual results will depend, and is therefore not responsible for the outcome. Copies of this report can be presented to third parties in its entirety. Possession of the report, however, does not carry with it the right of publication thereof in any manner, including on the Internet, without first obtaining the prior consent of Leisure Business Advisors LLC. This report is also not to be used in conjunction with any public offering of securities without LBA’s prior written consent. This report is qualified in its entirety by, and should be considered in light of, these limitations, conditions and considerations. Third Revised Draft Final Report: New Mixed-Use Destination Resort Near Williamsburg, Virginia w2 2 | Summary A summary of this report is presented below. Supporting documentation and analysis are provided in later sections. ▪The site is located near Williamsburg, Virginia, within that state’s Coastal Virginia tourist region. This is a major tourist destination area within the United States that is centrally located on its east coast. For decades, this region has been an established destination for historic, cultural, beach, and theme park entertainment. ▪During the 1990s, the Walt Disney Company chose the state of Virginia as its third location in the country (after California and Florida) for a large-scale destination resort. It was named "Disney’s America" and would have been a mixed-use project with a theme park. Local opposition (which does not exist at the Williamsburg site) prevented that project from moving forward. Therefore, the state is still available for a similar major mixed-use tourist project. ▪Total land available for the site is 737 acres (298 hectares) by combining multiple parcels owned by the Williamsburg Pottery. The site is located next to the main interstate highway (I-64) that serves the Coastal Virginia tourist region of the state. Overall, the site has very convenient access. ▪The site is near many existing businesses that serve tourists to the area, and the adjacent Williamsburg Pottery has been a major tourist attraction in the area for decades. There are many other existing attractions in the local area, including Colonial Williamsburg, Busch Gardens Williamsburg , Water Country USA , and Williamsburg Premium Outlets. Additional attractions are located elsewhere in the region. ▪The Coastal Virginia tourist region in Virginia attracts millions of visitors annually and has been an established tourist destination area for decades. The U.S. Travel Association recently estimated that traveler expenditures in this region exceeded $3.6 billion in 2014. Many of the nearby attractions are among the top in the country, which indicates that high quality attractions have been supported by tourists to this region. ▪Long-term visitation to the region has been stable. Travelers are typically in more middle-class and upper middle-class households. There are more children age 6 to 17 visiting the region than the national distribution of the population. There are also more adults in the 35 to 44 year range and older adults age 55 to 64. ▪The resident market is defined as the area within 50 miles from the site because tourism organizations typically define "tourists" as those traveling more than this distance. The resident market includes Richmond, Newport News, Norfolk, and Virginia Beach. Future population growth for this market area is expected to be similar to nationwide population growth. Median household income is slightly higher than that for the entire country, while median age is near that for the entire country. Third Revised Draft Final Report: New Mixed-Use Destination Resort Near Williamsburg, Virginia w3 ▪ The planned concept is a major new mixed-use destination resort. According to the Urban Land Institute (ULI), a mixed-use development is typically characterized by three or more significant revenue-producing uses that are mutually supporting. Specifically, it would be a destination resort. This is a tourist-oriented mixed-use development that has a large resort hotel and leisure uses as anchor tenants. Typical leisure tenants include attractions, themed restaurants, and tourist-oriented specialty retail shops. These tenants generally attract significant foot traffic, which helps support the other tenants. Destination resort projects are often the leading tourist attraction within the area. ▪ There are many existing comparable facilities worldwide. The largest and most established example is Walt Disney World in the Orlando area of Florida. There have been other smaller- scale examples developed elsewhere in this country, as well as in other parts of the world. Many of these comparable facilities are indoor complexes, and this has been the case with the most recent examples. This indoor approach allows comfortable year-round operation. ▪ The planned concept would therefore be mainly indoors. It would not be a gated facility and would allow free admission to the public areas. Use of its individual attractions would be charged on a per-use basis. ▪ Lodging would be the largest use at the new mixed-use destination resort. This component would also include meeting space and an indoor waterpark. Phase 1 size is 1,000 guest rooms. The indoor theme park component would offer a variety of attractions, restaurants, and merchandise shops. Phase 1 size is 500,000 square feet. In addition, 250 timeshares would also be offered in Phase 1. ▪ Potential annual operating revenues and expenses are based on the experience of comparable facilities adjusted for inflation. Future inflation is assumed to be two percent annually. ▪ The total warranted investment for Phase 1 of the new mixed-use destination resort near Williamsburg is between $602 and $730 million. LBA recommends that Phase 1 planned development costs be within this range. ▪ Phase 1 and 2 would be equal in size and both could be developed sequentially or simultaneously. The total development cost for both Phase 1 and Phase 2 combined would be between $1.2 to $1.5 billion. ▪ This financial analysis assumes 35% of the warranted investment is equity and 60% is debt financed, with the loan interest being 8% and the loan term being 20 years. Based on the assumptions used in the financial analysis shown below, the internal rate of return for equity investors under this financing scenario is 24%.
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