Contract analysis

I. Purpose of This Memorandum This memorandum serves three interrelated purposes. First, it transmits to Dr. Kettlewell the specific rebuttal topics, supplemental data, and requested analyses that should be addressed in her rebuttal expert report. The rebuttal report is being prepared in response to the expert report of Prof. Grant Hargrove, PhD, CPA, of Hargrove Economic Consulting Inc., which was served on behalf o

II. Summary of Prof. Hargrove's Key Opinions to Be Rebutted Before turning to the specific rebuttal topics requested, it is useful to summarize the principal opinions set forth in the Hargrove Report that require a response. What follows is a condensed overview of those opinions, together with our preliminary observations on the vulnerabilities of each. Dr. Kettlewell should use this summary as a roadmap for structur

Section 4.1 defines GRR as "all revenues derived from or attributable to the rental of guest rooms," not "all revenues received." The gross amount charged to the guest is the revenue "derived from" the room rental; the OTA commission is a cost of distribution — analogous to a credit-card processing fee or travel-agent commission — not a reduction in the revenue generated by the room rental. Notably, Coastal Palms' ow

III. Rebuttal Topics — Specific Requests The following sets forth the specific rebuttal topics that we request Dr. Kettlewell address in her rebuttal report. These topics track the principal areas of disagreement between Dr. Kettlewell's initial opinions and those expressed in the Hargrove Report. We have organized them as discrete numbered topics to facilitate Dr. Kettlewell's workflow, though the final report may b

IV. Supplemental Data Being Transmitted In connection with the preparation of the rebuttal report, we are transmitting the following categories of supplemental data and documents to Dr. Kettlewell. These materials are being delivered via secure file transfer to Ridgeline Forensic Advisory LLC at its offices at 200 S. Biscayne Boulevard, Suite 1400, Miami, FL 33131. Secure file transfer credentials will be provided se

1. Suncoast general ledgers for fiscal years 2013 through 2021, covering all 22 Coastal Palms properties, Bates-stamped CPFH-SUP-000001 through CPFH-SUP-047832 (47,832 pages). These ledgers include revenue accounts, expense accounts, intercompany transfer entries, and management-fee entries for each property and each fiscal year.

2. Suncoast bank statements for all Suncoast bank accounts for the period 2013 through 2021, Bates-stamped CPFH-SUP-047833 through CPFH-SUP-062419 (14,587 pages). These statements include transaction-level detail for deposits, withdrawals, and intercompany transfers. 3. gulfcoastrooms.com booking logs consisting of a server data export covering the period 2015 through 2021 (gulfcoastrooms.com was launched in 2015), B

4. Management-fee invoices from Suncoast to the property-level LLCs (including Gulf Breeze Hospitality LLC, Savannah Lodging Partners LLC, and the other property-owning entities within the Coastal Palms structure) for the period 2013 through 2021, Bates-stamped CPFH-SUP-071559 through CPFH-SUP-078214 (6,656 pages). These invoices document the 12% management fee retained by Suncoast from gross room revenues before rem

1. Randall Brecker (Days 1 & 2): Key excerpts include Mr. Brecker's admissions regarding his personal direction to property-level controllers to exclude Suncoast-collected revenues from GRR reports submitted to Verimark; his testimony concerning his knowledge of FLA § 4.1 and the GRR definition; and his testimony regarding his establishment, ownership, and operational control of Suncoast Room Management Inc. and the

2. Janet Kerrigan: Excerpts include Ms. Kerrigan's testimony regarding instructions she received from Brecker to exclude direct-booking revenues from GRR reports, her understanding of the 12% Suncoast management fee, and the OTA netting practice followed at the direction of Coastal Palms corporate management.

3. Nolan Prescott: Excerpts include Mr. Prescott's testimony regarding his receipt of quarterly financial summaries from Suncoast that included Suncoast revenue lines, which contradicts his claimed ignorance of Suncoast's revenue-collection activities and the exclusion of those revenues from Verimark GRR reports.

4. Property-level managers and accountants (composite excerpts): Recurring testimony from 10 property-level witnesses that "corporate" — meaning Brecker and Coastal Palms' central management — directed the routing of walk-in and corporate-direct bookings through Suncoast and the exclusion of those bookings from Verimark GRR reports. This testimony corroborates the systematic, centralized nature of the underreporting

V. Formatting and Procedural Requirements Dr. Kettlewell's rebuttal report must comply with the following procedural requirements:

1. Florida Rule of Civil Procedure 1.390: The rebuttal report must conform to the requirements of Rule 1.390, including a complete statement of the opinions to be expressed and the basis and reasons for each opinion; the facts or data considered in forming the opinions; any exhibits to be used in support of or as a summary of the opinions; the expert's qualifications (which may be incorporated by reference to Dr. Ket

2. Case management order: The rebuttal report must also conform to the Court's case management order, which limits the rebuttal report to matters raised in Prof. Hargrove's May 15, 2023 expert report. Dr. Kettlewell should not offer new opinions beyond the scope of rebuttal. To the extent the direct calculations using the Suncoast financial records yield updated damages figures, those calculations should be framed as

3. Service deadline: The rebuttal report must be finalized and served no later than June 9, 2023.

4. Draft review: Please provide a complete draft of the rebuttal report to Calderwood & Harkness no later than June 2, 2023, to allow time for our review and any necessary clarifications before the service deadline.

5. Deposition preparation: Expert depositions of Dr. Kettlewell and Prof. Hargrove are currently scheduled for June 26–27, 2023. Dr. Kettlewell's deposition preparation session will be coordinated by Priya Anand following service of the rebuttal report. A separate memorandum regarding deposition preparation, dated June 19, 2023, will follow.

VI. Billing and Administrative Matters All work performed by Dr. Kettlewell and her staff in connection with the preparation of the rebuttal report should be billed under the existing retention arrangement set forth in the December 12, 2022 retention letter between Calderwood & Harkness LLP and Ridgeline Forensic Advisory LLC. The applicable billing rates are: • Dr. Sharon Kettlewell, CPA/CFF, CFE: $475 per hour • St

VII. Closing and Contact Information We appreciate Dr. Kettlewell's continued diligence in this engagement and look forward to reviewing her rebuttal analysis. Given the compressed timeline, prompt attention to this memorandum and the enclosed supplemental data is critical. For questions regarding data access, document identification, Bates-number references, or the contents of the supplemental production, please dir

1. Suncoast Room Management Inc. general ledgers, FY 2013–2021 (CPFH-SUP-000001 through CPFH-SUP-047832)

2. Suncoast bank statements, 2013–2021 (CPFH-SUP-047833 through CPFH-SUP-062419) 3. gulfcoastrooms.com booking logs, 2015–2021 (CPFH-SUP-062420 through CPFH-SUP-071558)

4. Suncoast management-fee invoices, 2013–2021 (CPFH-SUP-071559 through CPFH-SUP-078214)

5. OTA master services agreements, rate schedules, and monthly reconciliation reports, 2013–2021

6. Ironclad National Bank financial statements and covenant-compliance certifications, 2013–2021

7. Deposition transcript excerpts (Brecker, Kerrigan, Prescott, and property-level witnesses), January 9–March 17, 2023