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Case 1:24-cv-00040-DAE Document 20-6 Filed 04/29/24 Page1of9
EXHIBIT 6
Plaintiff’s Affiliation Worksheet Form 3511
Case 1:24-cv-00040-DAE Document 20-6 Filed 04/29/24 Page 2of9
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PAYCHECK PROTECTION PROGRAM
AFFILIATION WORKSHEET
The purpose of this Affiliation Worksheet is to collect information from a borrower that answered “YES” to Question 3 on its Paycheck Protection
Program (PPP) Loan Application (SBA Form 2483 or lender’s equivalent) or a borrower for which information available to the Small Business
Administration (SBA) indicates that the borrower may have affiliates. SBA requires this additional information regarding the size of the borrower and its
affiliates to evaluate the borrower’s certification on its PPP Loan Application that it was eligible to receive a PPP loan under the SBA’s rules in effect at
the time the application was submitted.
Please complete this Affiliation Worksheet to provide information regarding the size standard that you (Borrower) used when making your eligibility
certification and regarding the size of your affiliates. You must disclose all of your affiliates for purposes of this worksheet. Affiliation is defined in 13
CFR 121.301(f) and summarized here: https://www.sba.gov/documcnt/support-affiliation-rules-paychcck-protection-program.’ Affiliation rules apply to
non-profit borrowers in the same manncr as with respect to for-profit borrowers.
The completed worksheet is due to the Lender servicing your PPP loan within ten business days of receipt from your Lender. Failure to complete
the worksheet may result in SBA’s determination that you were ineligible for the PPP loan, the PPP loan amount, or any forgiveness amount claimed,
and SBA may seek repayment of the loan or pursue other available remedies.
Within five business days after you provide a completed worksheet with all required responses, signatures, and certifications, the Lender servicing your
loan is required to upload the worksheet to the SBA PPP Forgiveness Platform (forgiveness sba.gov).
Paperwork Reduction Act — You are not required ta respond to this collection of information unless it displays a currently valid OMB Conuol Number. The estimated time for completing this worksheet,
including gathering data needed, is 45 minutes. Comments about this time or the information requested should be sent to Smalt Business Administration, Director, Records Management Division, 409 3rd St.,
SW, Washington DC 20416, and/or SBA Desk Officer, Office of Management and Budget, New Executive Office Building, Washington DC 20503. PLEASE DO NOT SEND WORKSHEETS TO THESE
ADDRESSES.
! See also 85 FR 20817 (April 15, 2020) regarding application of SBA’s affiliation rules.
SBA Form 3511 (12/2020) J
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure
Case 1:24-cv-00040-DAE Document 20-6
Filed 04/29/24 Page 3of9
Borrower Legal Name DBA or Tradename, ff applicable
Horseshoe Bay Resort Holdings,LLC Horseshoe Bay Resort Members’ Club
___ Borrower Address _ _TEN (EIN, SSN) _ Work Phone
101 Horseshoe Bay Bivd (830) 598-6313
Horseshoe Bay, Texas 78657
Brian McNamara bmcnamara@hsbresort.com
3,866,357,206 2,370,749.06
Part B — Affiliation Information
Section I. Affiliation Wei
Answer questions 1,2, 3, and 4 below. In the right-hand column (labeled “Confidential?”), check the box if the answers or information provided in response to the
question are customarily kept confidential.
If you answer “YES” to any of the questions in Section I, you do not need to complete Sections II, I, and IV.
Confidential?
1. | Is Borrower assigned a North American Industry Classification System (NAICS) code beginning with =}
72 (Accommodation and Food Service Industries)? YES no X {select
See https://www census gov/eos/ ww w/naics/ for an explanation of NAICS code 72.
2. | Is Borrower a franchisee whose franchise identifier code is listed in SBA’ s Franchise Directory?
Sce hutps.//www sba.gov/sha-franchise-directory for SBA"s Franchise Directory. —_ aX {nae
3. | Does Borrower receive financial assistance from a Small Business Investment Company licensed by
the SBA? Yes NO X _| Select
4. | Is Borrower a faith-based organization?* YES NO ~ Select
2 See 85 FR 20817 (April 15, 2020) regarding application of SBA’s affiliation rules and the exemption of certain qualified faith-based organizations from SBA’s
affiliation rules.
SBA Form 3511 (12/2020) 2
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure
Case 1:24-cv-00040-DAE Document 20-6 Filed 04/29/24 Page4of9
Select the size standard below that was used to evaluate Borrower's size to determine Borrower's eligibility for a PPP loan (check one)?
A. Employee-based Size Standard j || B. Receipt-based Size Standard zz C. Alternative Size Standard ;
ion 10. Ww. i Indus i
Provide information in columns #1 and 2 below for Borrower, For #2, provide information under A, B, or C depending on the size standard you indicated in Section II:
e Use 2.A if Borrower used A. Employee-based Size Standard;
e Use 2. if Borrower used 8. Receipt-based Size Standard; or
@ Use 2.C (both the TNW and ANI columns) if Borrower used C. Alternative Size Standard,
In the right-hand column (labeled “Confidential?”’), check the box if the information in your answers to 2.A, 2.B, or 2.C is customarily kept confidential.
l. 2.
A, B. c,
Alternative Size Standard (as of March 27, 2020)
Average Annual Receipts Average Net Income after Federal
over last 3 completed fiscal taxes (excluding any carryover
years before the date of the losses) for last 2 completed fiscal
Primary Six-Digit Borrower’s PPP application*® Tangible Net Worth years
NAICS Code Employees* (“‘Receipts” (“TNW”) (“ANL’) Confidential?
713910 380 $ $ $ Select
j
> An applicant can be cligible for a PPP loan under the employee-based size standard if it has no more than 500 employees or if it satisfies the statutory and regulatory
definition of a “small business concern” under section 3 of the Small Business Act, 15 U.S.C. 632 (see www _sba.gov/size for employee-based size standards by
industry). A business can be eligible under the receipt-based size standard corresponding to its primary industry (see www.sba.gov/size for receipt-based size standards
by industry). A business also can be eligible if it met both tests in SBA’s “alternative size standard” as of March 27, 2020: (1) maximum tangible net worth of the
business is not more than $15 million; and (2) the average net income after Federal income taxes (excluding any carry-over losses) of the business for the two full fiscal
years before the date of the application is not more than $5 million. The alternative size standard is available only to for-profit borrowers, not non-profit organizations.
* Calculate the number of employees using the average number of employees per pay period in the same time period Borrower used to calculate average monthly
payroll. For example, if Borrower calculated average monthly payroll based on calendar year 2019, Borrower's number of employees is the average number for all pay
periods in calendar year 2019, See 13 CFR 121.106 for the full definition.
5 Receipts generally are the sum of “total income” plus “cost of goods sold” reported on Federal taxes. See 13 CFR 121.104 for the full definition. For Borrowers with
fewer than three completed fiscal years, average annual receipts means the total receipts for the period the Borrower had been in existence as of the date of PPP loan
application, divided by the number of weeks in existence, multiplied by 52.
SBA Form 3511 (12/2020) 3
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure
Case 1:24-cv-00040-DAE Document 20-6 Filed 04/29/24 Page5of9
Section IV. Borrower’s Affiliates Information®
Provide information in columns #1, 2,3, 4, and 5 below for all of Borrower’s affiliates.
For #2, select all types of relationships to Borrower that apply. For each type that is selected, provide additional detail about that relationship in the text field “Additional
detail on Affiliate relationship to Borrower”:
e If “Affiliation based on ownership” is selected, identify the owner (the Borrower, the Affiliate, another specified entity, or a specified individual) and the
percentage of ownership (e.z., Affiliate is a 60% owner of Borrower; Borrower is a 51% owner of Affiliate).’
e If “Affiliation arising under stock options, convertible securities, and agreements to merge” is selected, identify whether the basis for affiliation is stock
options, convertible securities, or an agreement to merge.*
e If “Affiliation based on management” is selected, identify the common manager or management agreement?
e If “Affiliation based on identity of interest” is selected, identify the close relative(s) and the business or economic interest.!”
For #5, provide information for A, B, or C depending on the size standard you indicated in Section II:
e Use 5.A if Borrower used A. Employee-based Size Standard;
e Use 5.B if Borrower used B. Receipt-based Size Standard; or
e Use 5.C (both the TNW and ANI columns) if Borrower used C. Alternative Size Standard.
if additional rows are needed to list all affiliates, provide information on a separate sheet identified as Addendum A. In the right-hand column (labeled “Confidential?”),
indicate whether the information in your answers is customarily kept confidential by entering 1,2, 3,4, 5.A, 5.B, and/or 5.C.
® For an explanation of the four tests for affiliation that apply to participants in the Paycheck Protection Program, see https://www_sba.gzov/document/support-affiliation-
rules-paycheck-protection-program and 85 FR 20817 (April 15, 2020).
7 For purposes of determining affiliation based on equity ownership, an entity is an affiliate of an individual, concern, or entity that owns or has the power to control
more than 50 percent of the entity’s voting equity. If no individual, concer, or entity is found to control, SBA will deem the Board of Directors or President or Chief
Executive Officer (CEO) (or other officers, managing members, or partners who control the management of the entity) to be in control of the entity. SBA will deem a
rainority shareholder to be in control, if that individual or entity has the ability, under the entity’s charter, bylaws, or shareholder’s agreement, to prevent a quorum or
otherwise block action by the board of directors or shareholders. See 13 CFR 121 .301(f)(1).
® For purposes of determining size, SBA considers stock options, convertible securities, and agreements to merge (including agreements in principle) to have a present
effect on the power to control an entity. SBA treats such options, convertible securities, and agreements as though the rights granted have been exercised. Agreements to
open or continue negotiations towards the possibility of a merger or a sale of stock at some later date are not considered “agreements in principle” and are thus not given
present effect. Options, convertible securities, and agreements that are subject to conditions precedent which are incapable of fulfillment, speculative, conjectural, or
unenforceable under state or Federal law, or where the probability of the transaction (or exercise of the rights) occurring is shown to be extremely remote, are not given
present effect. An individual, concern or other entity that controls one or more other entities cannot use options, convertible securities, or agreements to appear to
terminate such control before actually doing so. SBA will not give present effect to individuals’, concerns’, or other entities’ ability to divest all or part of their
ownership interest in order to avoid a finding of affiliation. See 13 CFR 121.301(f}(2).
° Affiliation based on management arises where the CEO or President of the PPP borrower (or other officers, managing members, or partners wha control the
management of the borrower) also controls the management of one or more other entities. Affiliation also arises where a single individual, concern, or entity that
controls the Board of Directors or management of one entity also controls the Board of Directors or management of one of more other entities. Affiliation also arises
where a single individual, concern or entity controls the management of the PPP borrower through a management agreement. See 13 CFR 121.301(f)(3).
10 Affiliation based on identity of interest arises when there is identity of interest between close relatives with identical or substantially identical business or economic
interests (such as where the close relatives operate entities in the same or similar industry in the same geographic area). See 13 CFR 121.301(f)(4). “Close relative” is a
spouse; a parent; or a child or sibling; or the spouse of any such person. See 13 CFR 120.10.
SBA Form 3511 (12/2020) 4
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure
Case 1:24-cv-00040-DAE Document 20-6
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Filed 04/29/24 Page 6of9
lL. 2. 3. 4.
Primary | Did A. B. Cc
Six- affiliate Alternative Size Standard as of
Digit receive March 27, 2020
Relationship to Borrower NAICS PPP .
Affiliate Name (select all that apply) Code | loan? | Employees’! | Receipts’? TNW ANI Confidential?
Horseshoe Bay Affiliation based on ownership v
Resort Affiliation arising under stock v
Destinations options, convertible securities, and YES
LLC, dba coments to merge 72110 2904 $
Horseshoe Bay | Affiliation based on management | Select
Resort Affiliation based on identity of NO ele
interest
Additional detail on Affiliate relationship to Borrower (1,000 character max):
The Resort has common Ownership with Borrower. It is 75.1% owned by Jaffe Assets LLC and
24.9% owned by Minority partner.
Resort Affiliation arising under stock
Development options, convertible securities, and YES
uc. agreements to merge $ $
Affiliation based on management |v x
Affiliation based on identity of NO Select
interest
Additional detail on Affiliate relationship to Borrower (1,000 character max):
This entity principally owns land assets and develops real estate. It has no employees, by receives an allocated charge for accounting services
and {T Support. ITs LLC , members are the same a3 HSBR Holdings LLC (75.1% owned by Jaffe Assets , and 24.9% owned by acommon
minority member.
< Adalat rn
tar re
Eee, od 7225/83
4! Calculate the number of employees using the affiliate’s average number of employees based on numbers of employees for each of the pay periods for the preceding
completed 12 calendar months before the date of the Borrower’s PPP application. Part-time and temporary employees are counted the same as full-time employees. If an
affiliate has not been in business for 12 months, use the average number of employees for cach of the pay periods the affiliate has been in business. See 13 CFR
121.106.
!2 See footnote 5 for information on how to calculate average annual receipts over last three completed fiscal years before the date of the Borrower’s PPP application.
SBA Form 3511 (12/2020)
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure
Case 1:24-cv-00040-DAE Document 20-6 Filed 04/29/24 Page 7 of9
1. 2. 3. 4. 5.
Primary Did A. B. Cc.
Six- affiliate Alternative Size Standard as of
Digit receive March 27, 2020
Relationship to Borrower NAICS PPP ;
Affiliate Name (select all that apply) Code loan? _| Employees'! | Receipts’? TNW ANI Confidential?
Horseshoe Bay Affiliation based on ownership v
Resort Affiliation arising under stock.
Interests,LLC , | options, convertible securities, and YES
dba Summit , agreements fo merge 0 $ $ $
Rock Affiliation based on management | x
Communities [Affiliation based on identity of ‘0 Select
interest
Additional detail on Affiliate relationship to Borrower (1,000 character max):
This entity principally owns land fots, parcels, which is held for development. It has no employees, by receives an
allocated charge for accounting services and IT Support. ITs LLC , members are the same as HSBR Holdings LLC
(VE 40/ mand kor Inffa Aanntn and SA AW aannd turn Annan minach: mambkar b
Horseshos Bay | Affiliation based on ownership v
Fuel Sales CO | Affiliation arising under stock
options, convertible securities, and YES
agreements to merge $ $ $
- Affiliation hased on management [y x
Affiliation based on identity of NO Select
interest
Additional detail on Affiliate relationship to Borrower (1,000 character max):
This entity is also 75.1% owned by Jaffe Assets,LLCand 24.9% owned by the Common Minority Member. IT is
strictly used for Federal tax purposes to report fuel sales at the Airport. It has no employees.
HSB Resort Affiliation based on ownership v
Realty, LLC Affiliation arising under stock
SEE options, convertible securities, and YES
ADDENDUM ements to merge $ $ $
of other Affiliation based on management = [ y x
affiliates Affiliation based on identity of NO Select
interest
Additional detail on Affiliate relationship to Borrower (1,000 character max):
This entity is also 75.1% owned by Jaffe Assets,LLCand 24.9% owned by the Common Minority Member. It has no
employees and reecives an aliocation . ALL of the five Affillated companies as well as HSBR Holdings,LLC file a
a cncem he be a ef Mo Dee ne ARE wee PIO Lint Fo
SBA Form 3511 (12/2020) 6
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure
Case 1:24-cv-00040-DAE Document 20-6 Filed 04/29/24 Page 8of9
ADDENDUM _to SECTION IV__ of SBA Form 1
Borrower's Affiliates Information
The Club at HSBR_ (Horseshoe Bay Resort Holdinfgs.LLC
siti Affiiiation based on Did Affiliate Jaffe “nore
NAICS | Receive a Ownership
Code [Ownership {Management PPP Loan ? er Ownership
Percentage | percentage
ui
Bay Resort Holdings LLC
(dba Horseshoe Bay Members + Club ank The Clob at
Horseshoe Bay)
PO Box 4449
Horseshoe Bay, TX 78657 EIN $1-3360885 713910
See note below regarding NAICS Codes
100% owned by [lorseshoe Bay Resort Holdings, LLC ‘a Yes | Yes | Yes | 310] 75.1% 2.0%
NOTE: although the primary NAICS Code used is 713910 on the LAX Return. Food and Beverage Employees(Assuviates) are 41 % of total employees
‘associates. IF the NAICS Cade was determined by employees count, Food and Reverage Employees’Associatess are by far the lorgest category of
employees. If NAICS was determined in this manner the NAICS Codes would be 722511 ( Yacht Club, And Waterfront Restaurant) , and 722513 for
Slick Rock Club House and Caprock Cabuna, as well as others
The second largest category of employee ur associate is Agronomy and Landscaping which account for a combined 25% of the total assoverutes/employees
ut hoe Bay Resort Ds LLC
(dba Horseshve Bay Members Cleb ank The Club at
Horseshoe Bay)
P.O. Box 4449
Horseshoe Bay, TX 78657 EIN 81-3451838 721110
100% owned by Horseshoe Bay Resort Holdings, LLC {Yes | ves | Yes f 243] 75.1%) 24.0%)
Anoen $2,748,400
Horseshoe Bay Fue! Sales
PO Bax 4449
Horyesnoe tay, TX 78657 EIN 74-2380686
100% owned by Horseshoe Ray Reson Holdings, LLC | Yes | Yes [| NO | none [| 75.1%) 24.0%]
Horseshoe Bay Civic Associntion
PO Box 4449
Horseshoe Bay, TX 78657 EIN 74-2120359
100% oaned by Horseshoe Bay Resort Holdings, LLC [yes 7 wo | wo | none | 75.1%] 24.0%)
Horseshoe Bay Mamtenance Fund
P.O. Box 4449
Hossesbue Bay, TX 75657 EIN 74-1755168
100% owned hy Horseshoe Bay Resort Holdings, LLC [ves | yes | no [| pone | 75.1%] 24.0%]
Horseshoe Bay Resort Development. LLC
PO. Box 4449
Horseshoe Bey. TX 78657 EIN 81-3357649
100% owned by Horscshoe Bay Resort Holdings, LLC [ves [ves [ NO | mone | 75.1%! 24.0%)
llorseshoe Bay Resort Property Mesegemcat, LLC
P.O. Box 4449
Horseshoe Bay, TX 78657 EIN WA This entity has been merged into Horseshoe Bay Resort Destinations
100% owned by Horseshoe Bey Resort Holdings, LLC
Horseshoe Bay Resori Realty, LLC
PO Box 4449
Horseshoc Bay, TX 78657 EIN 74-299) 887
100% owned by Horseshoe Bay Resort Holdings, LLC | ves | Yes | Yes none | 75.1%] 24.0%]
FP Di han sacs paracr SP
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure
Case 1:24-cv-00040-DAE Document 20-6 Filed 04/29/24 Page9of9
ERTIFICATIONS
The Authorized Representative of Borrower must certify to all of the below by initialing next to each item:
BJM : . ve ays
I certify that | have the authority to sign and submit this worksheet on behalf of Borrower.
BJM I certify that the information provided in this worksheet identifies all known affiliates of Borrower aud is true and correct in all material respects. I make this
certification after reasonable inquiry of people, systems, and other information available to Borrower.
BJM
I understand that knowingly making a false statement to obtain a guaranteed loan or forgiveness of an SBA-guaranteed loan is punishable under the law, including
under 18 U.S.C. 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; under 15 U.S.C. 645 by imprisonment of not more
than two years and/or a fine of not more than $5,000; and, if submitted to a federally insured institution, under 18 U.S.C. 1014 by imprisonment of not more than
thirty years and/or a fine of not more than $1,000,000.
“Pt hamtso—
Sik ture/of Authorized Representative of Borrower
Brian J. McNamara
Print Name
Chief Financial Officer
Tide ov
04/40/2022
Date
SBA Form 3511 (12/2020) 7
Horseshoe Bay Resort Proprietary and Confidential Information - Exempt from Public Disclosure