Exhibit 99.1

Kapalua Bay Holdings, LLC
and Subsidiary(A Delaware Limited Liability Company)

Consolidated Financial Statements for the
Period from August 31, 2004 (Date of Formation) to
December 31, 2004 and Independent Auditors' Report

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INDEPENDENT AUDITORS' REPORT

To
the Members of Kapalua Bay Holdings, LLC:

We
have audited the accompanying consolidated balance sheet of Kapalua Bay Holdings, LLC and subsidiary (a Delaware limited liability company) ("Company") as of December 31, 2004, and the
related consolidated statements of operations, members' capital, and cash flows for the period from August 31, 2004 (date of formation) to December 31, 2004. 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 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, such consolidated financial statements present fairly, in all material respects, the financial position of Kapalua Bay Holdings, LLC and subsidiary at December 31, 2004, and the
results of their operations and their cash flows for the period from August 31, 2004 (date of formation) to December 31, 2004, in conformity with accounting principles generally accepted
in the United States of America.

/s/
DELOITTE & TOUCHE LLP

March 21,
2005

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KAPALUA BAY HOLDINGS, LLC AND SUBSIDIARY(A Delaware Limited Liability Company)

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2004

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|ASSETS                           |                                                                      |                           |            |           
|-------------------------------- | -------------------------------------------------------------------- | ------------------------- | ---------- | ----------
|CURRENT ASSETS:                  |                                                                      |                           |            |           
|                                 | Cash and cash equivalents                                            |                           | $          | 1,906,976 
|                                 | Accounts receivable, less allowance for doubtful accounts of $64,408 |                           |            | 1,354,973 
|                                 | Receivables from affiliates                                          |                           |            | 196,432   
|                                 | Inventories                                                          |                           |            | 127,293   
|                                 | Prepaid expenses and other assets                                    |                           |            | 399,561   
|                                 |                                                                      |                           |           
|                                 |                                                                      | Total current assets      |            |           
|                                 |                                                                      |                           |           
|PROPERTY:                        |                                                                      |                           |            |           
|                                 | Land                                                                 |                           |            | 24,590,000
|                                 | Buildings, other improvements, and equipment                         |                           |            | 3,072,000 
|                                 |                                                                      |                           |           
|                                 |                                                                      | Total property            |            |           
|                                 | Less accumulated depreciation                                        |                           |            | (512,000  
|                                 |                                                                      |                           |           
|                                 |                                                                      | Propertynet              |            |           
|PROJECT DEVELOPMENT COSTS        |                                                                      |                           | 47,148,619 |           
|                                 |                                                                      |                           |           
|TOTAL                            |                                                                      | $                         | 78,283,854 |           
|                                 |                                                                      |                           |           
|LIABILITIES AND MEMBERS' CAPITAL |                                                                      |                           |            |           
|CURRENT LIABILITIES:             |                                                                      |                           |            |           
|                                 | Accounts payable                                                     |                           | $          | 695,471   
|                                 | Customer deposits                                                    |                           |            | 454,581   
|                                 | Due to Marriott International                                        |                           |            | 636,202   
|                                 | Other current liabilities                                            |                           |            | 1,776,004 
|                                 |                                                                      |                           |           
|                                 |                                                                      | Total current liabilities |            |           
|LONG-TERM DEBT                   |                                                                      |                           | 26,000,000 |           
|OTHER LIABILITIES                |                                                                      |                           | 250,000    |           
|                                 |                                                                      |                           |           
|                                 |                                                                      | Total liabilities         |            |           
|MEMBERS' CAPITAL                 |                                                                      |                           | 48,471,596 |           
|                                 |                                                                      |                           |           
|TOTAL                            |                                                                      | $                         | 78,283,854 |           
|                                 |                                                                      |                           |           

See
notes to consolidated financial statements.

2

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KAPALUA BAY HOLDINGS, LLC AND SUBSIDIARY(A Delaware Limited Liability Company)

CONSOLIDATED STATEMENT OF OPERATIONS
PERIOD FROM AUGUST 31, 2004 (DATE OF FORMATION) TO DECEMBER 31, 2004

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|REVENUES:           |                               |                          |            |          
|------------------- | ----------------------------- | ------------------------ | ---------- | ---------
|                    | Rooms                         |                          | $          | 3,757,313
|                    | Food and beverage             |                          |            | 1,640,983
|                    | Other operating departments   |                          |            | 17,336   
|                    | Rental income                 |                          |            | 523,631  
|                    |                               |                          |           
|                    |                               | Total revenues           |            |          
|                    |                               |                          |           
|COSTS AND EXPENSES: |                               |                          |            |          
|                    | Rooms                         |                          |            | 1,440,234
|                    | Food and beverage             |                          |            | 1,870,920
|                    | Other operating departments   |                          |            | 147,334  
|                    | General and administrative    |                          |            | 1,756,557
|                    | Advertising and promotion     |                          |            | 590,130  
|                    | Depreciation and amortization |                          |            | 572,000  
|                    | Utilities costs               |                          |            | 485,960  
|                    | Management fees               |                          |            | 175,995  
|                    | Other expenses                |                          |            | 428,537  
|                    |                               |                          |           
|                    |                               | Total costs and expenses |            |          
|                    |                               |                          |           
|NET LOSS            |                               | $                        | (1,528,404 | )        
|                    |                               |                          |           

See
notes to consolidated financial statements.

3

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KAPALUA BAY HOLDINGS, LLC AND SUBSIDIARY(A Delaware Limited Liability Company)

CONSOLIDATED STATEMENT OF MEMBERS' CAPITAL
PERIOD FROM AUGUST 31, 2004 (DATE OF FORMATION) TO DECEMBER 31, 2004

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|                          |                             | MLP KB
Partner, LLC |            | MH Kapalua
Venture, LLC |   | ER Kapalua
Investors
Fund, LLC |            | Total |          
|------------------------- | --------------------------- | ------------------- | ---------- | ----------------------- | - | ------------------------------ | ---------- | ----- | ---------
|CAPITAL CONTRIBUTIONS:    |                             |                     |            |                         |   |                                |            |       |          
|                          | Land and other assets       |                     | $          | 25,000,000              |   | $                              |           |       | $        
|                          | Cash                        |                     |            | 500,000                 |   |                                | 17,000,000 |       |          
|                          |                             |                     |            |                         |   |                                |            |       |          
|                          | Total capital contributions |                     |            | 25,500,000              |   |                                | 17,000,000 |       |          
|2004 NET LOSS             |                             |                     | (779,486   | )                       |   | (519,657                       | )          |       | (229,261 
|                          |                             |                     |            |                         |   |                                |            |       |          
|BALANCEDecember 31, 2004 |                             | $                   | 24,720,514 |                         | $ | 16,480,343                     |            | $     | 7,270,739
|                          |                             |                     |            |                         |   |                                |            |       |          

See
notes to consolidated financial statements.

4

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KAPALUA BAY HOLDINGS, LLC AND SUBSIDIARY(A Delaware Limited Liability Company)

CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM AUGUST 31, 2004 (DATE OF FORMATION) TO DECEMBER 31, 2004

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|OPERATING ACTIVITIES:                                                                   |                                                                                       |                                                                                        |                                        |                                          
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------- | -------------------------------------- | -----------------------------------------
|                                                                                        | Net loss                                                                              |                                                                                        | $                                      | (1,528,404                               
|                                                                                        | Adjustments to reconcile net loss to net cash used in operating activities:           |                                                                                        |                                        |                                          
|                                                                                        |                                                                                       | Depreciation and amortization                                                          |                                        |                                          
|                                                                                        |                                                                                       | Acquisition of project development rights (see Note 1)                                 |                                        |                                          
|                                                                                        |                                                                                       | Project development costs                                                              |                                        |                                          
|                                                                                        |                                                                                       | Changes in operating assets and liabilities, net of effects from purchase transaction: |                                        |                                          
|                                                                                        |                                                                                       |                                                                                        | Accounts receivable                    |                                          
|                                                                                        |                                                                                       |                                                                                        | Prepaid expenses and other assets      |                                          
|                                                                                        |                                                                                       |                                                                                        | Accounts payable and other liabilities |                                          
|                                                                                        |                                                                                       |                                                                                        | Customer deposits                      |                                          
|                                                                                        |                                                                                       |                                                                                        |                                       
|                                                                                        |                                                                                       |                                                                                        |                                        | Net cash used in operating activities    
|                                                                                        |                                                                                       |                                                                                        |                                       
|INVESTING ACTIVITIES:                                                                   |                                                                                       |                                                                                        |                                        |                                          
|                                                                                        | Acquisition of hotel improvements and other assets, net of acquired cash (see Note 1) |                                                                                        |                                        | (2,962,443                               
|                                                                                        | Purchases of property                                                                 |                                                                                        |                                        | (27,000                                  
|                                                                                        |                                                                                       |                                                                                        |                                       
|                                                                                        |                                                                                       |                                                                                        |                                        | Net cash used in investing activities    
|                                                                                        |                                                                                       |                                                                                        |                                       
|FINANCING ACTIVITIES:                                                                   |                                                                                       |                                                                                        |                                        |                                          
|                                                                                        | Proceeds from long-term debt                                                          |                                                                                        |                                        | 26,000,000                               
|                                                                                        | Members' capital contributions                                                        |                                                                                        |                                        | 25,000,000                               
|                                                                                        |                                                                                       |                                                                                        |                                       
|                                                                                        |                                                                                       |                                                                                        |                                        | Net cash provided by financing activities
|                                                                                        |                                                                                       |                                                                                        |                                       
|NET INCREASE IN CASH AND CASH EQUIVALENTS (and balance at end of period)                |                                                                                       | $                                                                                      | 1,906,976                              |                                          
|                                                                                        |                                                                                       |                                                                                        |                                       
|NONCASH INVESTING AND FINANCING ACTIVITIES:                                             |                                                                                       |                                                                                        |                                        |                                          
|  Capital contribution of land and other assets of $25,000,000 by MLP KB Partner, LLC. |                                                                                       |                                                                                        |                                        |                                          
|  Capitalized interest cost of $108,000 was accrued as of December 31, 2004.           |                                                                                       |                                                                                        |                                        |                                          
|  Project development costs include $250,000 for an accrued long-term liability.       |                                                                                       |                                                                                        |                                        |                                          

See
notes to consolidated financial statements.

5

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KAPALUA BAY HOLDINGS, LLC AND SUBSIDIARY(A Delaware Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIOD FROM AUGUST 31, 2004 (DATE OF FORMATION) TO DECEMBER 31, 2004

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1.     ORGANIZATION AND PURCHASE TRANSACTION



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2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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3.     ALLOCATION OF NET INCOME (LOSSES) AND CASH DISTRIBUTIONS



PCA

SCAMLP

$
13,000,000

$
12,500,000Marriott


17,000,000Exclusive Resorts


7,500,000$
37,500,000

$
12,500,000




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4.     MANAGEMENT AGREEMENTS



5.     OTHER AGREEMENTS WITH MEMBERS





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6.     BORROWING ARRANGEMENTS



7.     LEASES



8.     EMPLOYEE BENEFIT PLANS



9.     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS



10.   CONCENTRATIONS OF CREDIT RISKS



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11.   CONTINGENCIES AND COMMITMENTS



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