ESSEX HOSPITALITY ASSOCIATES IV LP
10QSB, 1997-05-13
HOTELS & MOTELS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1997

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 33-96716

                      ESSEX HOSPITALITY ASSOCIATES IV L.P.

               (Exact name of registrant as specified in charter)

                                    NEW YORK
         (State or other jurisdiction of incorporation or organization)

                                   16-1485632
                      (I.R.S. Employer Identification No.)

                               100 CORPORATE WOODS
                            ROCHESTER, NEW YORK 14623
                     (Address of principal executive office)

       Registrant's telephone number, including area code: (716) 272-2300

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

               Yes   X                                     No
                    ---                                        ---

As of May 6, 1997, a total of 2,416 Limited Partnership Units were outstanding.
<PAGE>   2
                                     PART 1

                              FINANCIAL INFORMATION

 Item 1.   Financial Statements
- -------------------------------------------------------------------------------

                      Essex Hospitality Associates IV L.P.
                                 Balance Sheets
                             March 31, 1997 and 1996

<TABLE>
<CAPTION>
                                Assets                             1997                1996
                                ------                             ----                ----
<S>                                                           <C>                  <C>
Investments in real estate, at cost:
        Land                                                    2,492,194          2,610,289
        Land improvements                                         271,348                 --
        Buildings                                               4,961,877                 --
        Furniture, fixtures and equipment                       1,339,793                 --
        Construction in progress                                1,967,458          2,847,238
                                                              -----------         ----------
                                                               11,032,670          5,457,527
        Less accumulated depreciation                            (346,659)                --
                                                              -----------         ----------
           Net investments in real estate                      10,686,012          5,457,527
                                                              -----------         ----------

Cash and cash equivalents                                       2,159,932          1,354,265

Deferred costs:
        Debt issuance                                             780,755            534,600
        Franchise                                                 128,000            128,000
        Other                                                      60,766             68,087
                                                              -----------         ----------
                                                                  969,521            730,687
        Less accumulated amortization                            (222,284)           (29,371)
                                                              -----------         ----------
                                                                  747,237            701,316
                                                              -----------         ----------

Due from affiliate                                                110,000                 --

Other assets                                                      158,426              4,237
                                                              -----------         ----------

        Total assets                                           13,861,607          7,517,345
                                                              ===========         ==========

                    Liabilities and Partners' Capital
Liabilities
        Accounts payable and accrued expenses                     137,744             20,970
        Accounts payable - construction                           869,993            493,368
        First mortgage loan payable                             5,000,000                 --
        Subordinated notes payable                              5,182,000          3,846,000
        Notes payable                                           1,500,000          1,500,000
                                                              -----------         ----------
            Total liabilities                                  12,689,737          5,860,338
                                                              -----------         ----------

        Minority interest - Essex Glenmaura L.P.                  557,069          1,045,574
                                                              -----------         ----------

Commitments and contingencies (notes 5 and 6)

Partners' capital                                                 781,053            786,142
        Less notes receivable from partners                      (166,252)          (174,709)
                                                              -----------         ----------
            Total partners' capital                               614,801            611,433
                                                              -----------         ----------

Total liabilities and partners' capital                        13,861,607          7,517,345
                                                              ===========         ==========
</TABLE>
<PAGE>   3
                      Essex Hospitality Associates IV L.P.
                               Statement of Income
                 For the Quarters ended March 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                1997              1996
                                                                ----              ----
<S>                                                          <C>              <C>
Revenue:
        Rooms                                                 420,339              --
        Food and beverage                                      56,265              --
        Telephone and other commissions                        32,435              --
                                                             --------         -------
                                                              509,039              --
                                                             --------         -------

Operating expenses:
        Rooms                                                 118,381              --
        Food & beverage expenses                               66,572              --
        Commissions expenses                                   13,001              --
        Advertising & promotion                                30,191              --
        Repairs & maintenance                                  25,622              --
        Utilities                                              39,464              --
        Administrative & general                               47,511           1,094
        Property taxes                                         29,250              --
        Insurance                                              13,506              --
        Franchise fees                                         14,842              --
        Management fees                                        20,563              --
        Miscellaneous                                           9,189           4,295
                                                             --------         -------
                                                              428,092           5,389
                                                             --------         -------

             Operating income                                  80,947          (5,389)

        Interest expense                                     (228,454)        (61,281)
        Interest income                                        27,232           2,717
        Partnership management fees                            (3,427)             --
        Depreciation and amortization                        (146,198)        (10,995)
                                                             --------         -------
                                                             (350,847)        (69,559)
                                                             --------         -------

             Loss before minority interest in loss of
                      partnership                            (269,900)        (74,948)
                                                             --------         -------

Minority interest in income/(loss) of partnership             (84,299)          1,063
                                                             --------         -------

Net income                                                   (185,601)        (76,011)
                                                             ========         =======
</TABLE>
<PAGE>   4
                      Essex Hospitality Associates IV L.P.
                            Statements of Cash Flows
                 For the Quarters ended March 31, 1997 and 1996

<TABLE>
<CAPTION>

                                                              1997                1996
                                                              ----                ----
<S>                                                      <C>                 <C>
Cash flows from operating activities
  Cash received from customers                               518,958                 --
  Cash paid to suppliers                                    (536,596)            (4,387)
  Interest received                                           27,232              2,717
  Interest paid                                             (228,454)           (61,281)
                                                          ----------         ----------
     Net cash from operating activities                     (218,860)           (62,951)
                                                          ----------         ----------

Cash flows from investing activities
  Payments for land and construction in progress          (1,078,583)        (1,746,881)
  Payments for deposits                                      (10,757)          (144,966)
                                                          ----------         ----------
     Net cash used in investing activities                (1,089,340)        (1,891,847)
                                                          ----------         ----------

Cash flows from financing activities
  Partners' capital contributions                            141,422            694,194
  Payments for syndication costs                             (16,074)          (137,467)
  Proceeds from notes payable                                262,000          2,102,000
  Proceeds from 1st mortgage loan                          5,000,000                 --
  Payoff of construction loan                             (4,294,243)                --
  Payments for debt acquisition costs                        (98,446)          (211,973)
  Payments for organization costs                                 --               (548)
  Payments for distributions                                 (42,212)           (14,529)
                                                          ----------         ----------
     Net cash from financing activities                      952,447          2,431,677
                                                          ----------         ----------
Net increase in cash and cash equivalents                   (355,753)           476,879

Cash and cash equivalents - beginning of quarter           2,515,685            877,386
                                                          ----------         ----------
Cash and cash equivalents - end of quarter                 2,159,932          1,354,265
                                                          ==========         ==========
Reconciliation of net income to net cash flows
 from operating activities:

Net Income                                                  (185,601)           (76,011)

Adjustments to reconcile net loss to net
 cash used in operating activities:
  Depreciation and amortization                              146,198             10,995
  Changes in:
     Shortterm assets                                           (157)             1,002
     Minority interest in net loss of partnership            (84,299)             1,063
     Accounts payable and other expenses                     (95,001)                --
                                                          ----------         ----------
                                                            (218,860)           (62,951)
                                                          ==========         ==========
</TABLE>
<PAGE>   5
                       ESSEX HOSPITALITY ASSOCIATES IV L.P
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

1)       Organization

         Essex Hospitality Associates IV L.P. (the Partnership) is a New York
         limited partnership formed on August 30, 1995 for the purpose of
         acquiring land and constructing, owning and operating a series of
         hotels. The Partnership may also invest in and lend funds to other
         partnerships that own hotels. The Partnership is financing its
         activities through a public offering of notes and limited partnership
         units. The Partnership's general partner is Essex Partners Inc. (Essex
         Partners), a subsidiary of Essex Investment Group, Inc. (Essex).

         The Partnership has acquired land in order to construct and operate
         hotels. In December 1995, land was purchased in Solon, Ohio and
         Warwick, Rhode Island in anticipation of the construction of a Hampton
         Inn and Suites hotel and a Homewood Suites hotel, respectively.
         Construction was delayed at both sites as a result of higher than
         projected construction costs and a change in market conditions. The
         Solon site is now under construction for a Hampton Inn hotel while
         plans for the Warwick site have not yet been resolved.

         In January 1996, the Partnership acquired a 54% limited partnership
         interest in Essex Glenmaura L.P. (Glenmaura) through the purchase of
         12.5 limited partnership units for $1,250,000. The purchase price was
         equal to the prorata portion of the fair value of the net assets
         acquired. Glenmaura owns and operates a Courtyard by Marriott hotel
         near Scranton, Pennsylvania. Construction of the hotel was completed
         during 1996 and operations began on September 4, 1996.

         The following is a general description of the allocation of income,
         loss, and distributions. For a more comprehensive description see the
         Partnership Agreement:

                  Allocation of income from operations will be allocated 99% to
                  the limited partners and 1% to the general partner until the
                  amount allocated to the limited partners equals the cumulative
                  annual return of 8% of their contribution. Any remaining
                  income from operations is allocated 80% to the limited
                  partners and 20% to the general partner. Income on the sale of
                  any or all of the hotels is allocated 99% to the limited
                  partners until each limited partner has been allocated income
                  in an amount equal to his or her pro rata share of the
                  nondeductible syndication expenses and sales commission and 1%
                  to the general partner. Thereafter, income on the sale of any
                  or all the hotels is allocated in the same manner as income
                  from operations.
<PAGE>   6
                       ESSEX HOSPITALITY ASSOCIATES IV L.P
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

 (1)     Organization (continued)

                  Allocations of losses from operations will be allocated 80% to
                  the limited partners and 20% to the general partner in the
                  amounts sufficient to offset all income which was allocated
                  80% to the limited partners. Thereafter, operating losses are
                  allocated 99% to the limited partners and 1% to the general
                  partner. Loss on the sale of any or all of the hotels will be
                  first allocated in the same manner as losses from operations,
                  except that the allocation of such loss would be made prior to
                  allocations of income from operations. All other losses are
                  allocated 99% to the limited partners and 1% to the general
                  partner.

                  Cash distributions will initially be made 99% to the limited
                  partners and 1% to the general partner. After the limited
                  partners have received a cumulative annual return of 8% of
                  their contribution, additional distributions may then be made
                  80% to the limited partners and 20% to the general partner.
                  Distributions of the net proceeds of sale or refinancing of
                  any or all hotels will be made 1% to the general partner and
                  99% to the limited partners prorata in accordance with the
                  number of units held by each limited partner until the limited
                  partners have received distributions from sale or refinance of
                  hotels equal to $1,000 per unit. Thereafter, distributions
                  shall next be made 1% to the general partner and 99% to the
                  limited partners until each limited partner has received any
                  unpaid cumulative return accrued through the date of the
                  distribution. Additional distributions will then be made 20%
                  to the general partner and 80% to the limited partners.

         Essex Partners and its affiliates are receiving substantial fees in
         connection with the offering of notes and limited partnership units.
         Additional fees will be paid to them in connection with the
         acquisition, development and operation of the hotels and management of
         the Partnership (see note 5).

         In accordance with the Partnership agreement, the ratio of gross
         proceeds from the offering of limited partnership units to total gross
         proceeds from the public offering of notes and limited partnership
         units prior to the termination of the offering may not be less than .15
         to 1. At March 31, 1997, that ratio was .31 to 1.
<PAGE>   7
                       ESSEX HOSPITALITY ASSOCIATES IV L.P
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

(2)      Summary of Significant Accounting Policies

         Basis of Accounting

         The financial statements of the Partnership were prepared on the
         accrual basis of accounting in conformity with generally accepted
         accounting principles.

         Principles of Consolidation

         The consolidated financial statements include the accounts of the
         Partnership and Glenmaura. All significant intercompany transactions
         and balances have been eliminated in consolidation.

         Investment in Real Estate

         Investment in real estate is stated at cost. Depreciation will be
         calculated using the straight-line method over the estimated useful
         lives of the assets as each hotel commences operations.

         Cash and Cash Equivalents

         Cash investments with maturities of three months or less at the time of
         purchase are considered to be cash equivalents.

         Deferred Costs

         Costs of issuing the subordinated notes payable will be amortized on a
         straight-line basis over the term of the notes.

         Franchise fees paid for the right to own and operate the hotels will be
         amortized on a straight-line basis over the term of each franchise
         agreement, as each hotel commences operations.

         Syndication Costs

         Selling commissions and legal, accounting, printing and other filing
         costs totaling $322,350 related to the offering of the limited
         partnership units were charged against the proceeds of the public
         offering.
<PAGE>   8
                       ESSEX HOSPITALITY ASSOCIATES IV L.P
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

(2)      Summary of Significant Accounting Policies (continued)

         Income Taxes

         No provision for income taxes has been provided since any liability is
         the individual responsibility of the partners.

         Use of Estimates

         The preparation of the financial statements in conformity with
         generally accepted accounting principles requires the general partner
         to make estimates and assumptions that affect the reported amounts of
         asset and liabilities and disclosure of contingent assets and
         liabilities at the date of the financial statements and the reported
         amounts of income and expenses during the reporting period. Actual
         results could differ from those estimates.


(3)      Debt

         First Mortgage Loan

         On February 28, 1997, Glenmaura obtained permanent financing from GMAC
         Commercial Mortgage Corporation for $5,000,000. The term of the loan
         will be for four years with a one year extension available if certain
         debt service coverage is attained. Monthly payments of interest only
         will be due at 3% over the LIBOR rate for the first year. Principal and
         interest payments are due thereafter. The loan is collateralized by the
         real and personal property and certain other assets.

         Notes Payable

         Glenmaura has $1,500,000 of unsecured notes requiring monthly payments
         of interest only at 10.5% through June 1, 1998, at which time all
         principal will be due unless Glenmaura exercises its two one-year
         extensions at extension fees ranging from one-half to one percent.
         Glenmaura also has the right to prepay the notes at face value. Essex
         Partners guarantees payment of principal and interest on the notes.
<PAGE>   9
                       ESSEX HOSPITALITY ASSOCIATES IV L.P
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

(3)      Debt (continued)

         Subordinated Notes Payable

         Subordinated notes payable of the Partnership of $5,182,000 bear
         interest at a rate of 10.5% per annum, payable monthly, and mature
         December 31, 2001, unless extended by the Partnership to December 31,
         2002 upon payment to holders of an extension fee equal to .5% of the
         principal amount of the subordinated notes outstanding. The notes are
         issued as unsecured obligations of the Partnership.

         In the first quarter 1997, interest of $37,615 was capitalized in
         investments in real estate as the debt was used to finance construction
         of hotels. Interest of $31,375 was capitalized in the first quarter,
         1996.



(4)      Franchise Fees

         In 1995, the Partnership entered into license agreements with Promus
         Corporation (Promus) to operate a Homewood Suites hotel in Warwick,
         Rhode Island and a Hampton Inn and Suites hotel in Solon, Ohio. An
         initial franchise fee of $40,000 was paid for each hotel. In addition,
         for each hotel, the Partnership will be required to pay Promus a
         monthly royalty fee of 4% of gross rooms revenues, a monthly
         marketing/reservation fee of 4% of gross rooms revenue, an initial
         software license fee of $3,000 plus $85 per guest room with a monthly
         maintenance charge of $200 to $400 per month, and a monthly amount
         equal to any sales tax or similar tax imposed on Promus on payments
         received under the license agreement. During 1996 Promus approved the
         conversion of the Solon, Ohio agreement to a Hampton Inn.

         Promus requires the Partnership to establish a capital reserve escrow
         account based on a percentage of gross revenues generated by each hotel
         which will be used for product quality requirements of the hotel.
         Cumulative funding of the reserve for the first five years increases
         from 1% to 5% of gross revenues and stabilizes at 5% for the term of
         the agreement. The Promus franchise agreements impose certain
         restrictions on the transfer of limited partnership units. Promus
         restricts the sale, pledge or transfer of units in excess of 25%
         without their consent.
<PAGE>   10
                       ESSEX HOSPITALITY ASSOCIATES IV L.P
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

(4)      Franchise Fees (continued)

         Glenmaura has a franchise agreement with Marriott International, Inc.
         Under the terms of the agreement, Glenmaura paid an initial franchise
         fee of $48,000 in 1995. The term and amortization period of the
         franchise agreement is twenty years, with an option to renew for an
         additional ten-year period. Glenmaura is required to pay a monthly
         royalty fee in an amount equal to 4% of gross room rentals for the
         first two years of operations and 5% during the remainder of the term
         of the agreement, a marketing fee of 2-3% gross revenues, a reservation
         system fee and a property management system fee. In the first quarter
         1997, these fees totaled $40,976. There were no payments made in the
         first quarter 1996.


(5)      Related Party Transactions

         A summary of fees earned by Essex Partners or its affiliates since
         inception through March 31, 1997 under the terms of the Partnership
         agreement follows:

<TABLE>
<CAPTION>
                                                                                        1st Qtr         1st Qtr
Type of Fee                   Amount of Fee                                                1997            1996
- -----------                   -------------                                                ----            ----
<S>                           <C>                                                     <C>              <C>
Selling Commission            Up to $80 per limited partnership unit                    $25,690        $150,200
                              and $55 per $1,000 sold
Organization and              3.4% of the gross proceeds of the                          13,700          87,060
Offering Fee                  offering
Acquisition Fee               $110,000 per hotel site                                         0               0
Development Fee               $160,000 per hotel, plus 5% of the total                  108,000               0
                              cost of the hotel in excess of $2.7
                              million (not to exceed $325,000 per
                              hotel)
Offering and                  Up to $40,000 if proceeds of the                                0          16,000
Organization Fee -            offering of limited partnership units is
Glenmaura                     $4,000,000, reduced by any selling
                              commissions paid
</TABLE>
<PAGE>   11
                       ESSEX HOSPITALITY ASSOCIATES IV L.P
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

<TABLE>
<S>                           <C>                                                    <C>               <C>
Development Fee-              $285,000 (less $171,000 paid prior to                           0          85,500
Glenmaura                     the Partnership's purchase of a
                              controlling interest of Glenmaura)
Property Management           4.5% of gross operating revenues from                      20,600               0
Fee                           the hotels
Partnership                   .75% to 1.25% of gross operating                            3,430               0
Management Fee                revenues from the hotels
Accounting Fee                $800 per month                                              2,400               0
                                                                                       $173,820        $338,760
                                                                                       ========        ========
</TABLE>



The above fees are reflected in the accompanying financial statements as
follows:

<TABLE>
<CAPTION>

                                                                                 1st Qtr         1st Qtr
Balance Sheet:                                                                      1997            1996
                                                                                    ----            ----
<S>                                                                             <C>            <C>
     Investment in real estate                                                  $108,000       $  85,500
     Deferred debt issuance costs                                                 23,320         187,000
     Syndication costs, charged to partner's capital                              16,070          66,160
                                                                                $147,390        $338,660
                                                                                ========        ========
Statements of Operations:
     Management fees to affiliates                                               $20,600               0
     Administrative expense                                                        2,400               0
     Partnership management fees                                                   3,430               0
                                                                                 $26,430              $0
                                                                                 =======              ==
</TABLE>

         Organization and offering fees are allocated to syndication costs and
         debt issuance costs based on the pro-rata share of limited partner's
         units and notes payable to the total offering.
<PAGE>   12
                      ESSEX HOSPITALITY ASSOCIATES IV L.P.
                        (A New York Limited Partnership)

                          Notes to Financial Statements

                                 March 31, 1997

(5)      Related Party Transactions (continued)

         In 1995, the Partnership paid a $110,000 acquisition fee in connection
         with the Warwick, Rhode Island site. As it is unlikely that a hotel
         will be constructed on the Warwick site, the amount of the fee is
         included in due from affiliates at December 31, 1996.

         Under the terms of the Partnership agreement, Essex Partners or its
         affiliates will also earn other fees as follows:

<TABLE>
<CAPTION>
              Type of Fee                                          Amount of Fee
              -----------                                          -------------
<S>                                     <C>
Investor Relations Fee                   .25% of the gross proceeds of the offering payable
                                         annually in 1998 through 2001
Refinancing Fee                          1% of the gross proceeds of re-financing any or all of the
                                         hotels
Sales Fee                                3% of the gross sale price of any or all of the hotels
</TABLE>

         Glenmaura has made a non-refundable deposit of $55,000 pursuant to an
         option to purchase a second parcel of land (the Second Project)
         adjacent to the Project for purposes of constructing a second hotel.
         The option agreement expired in December of 1996 but is currently being
         renegotiated. In the event that Essex Partners elects to proceed with
         the Second Project on behalf of Glenmaura, Essex Partners will receive
         additional compensation related to the acquisition of the second
         parcel, construction of the Second Project and securing additional
         equity and debt financing to fund such activities. Such compensation
         will include an acquisition fee equal to $50,000 for its services
         related to the acquisition of the second parcel and a development fee
         up to $150,000 plus 3% of total construction, site development and
         fixtures, furniture and equipment costs. In addition, as compensation
         for arranging construction and permanent financing, Essex Partners may
         receive a financing fee equal to 1% of the gross proceeds of the
         financing.

         The Partnership will also be subject to a number of conflicts of
         interest arising from its relationships with the general partner, its
         owners and affiliates and due to other activities and entities in which
         the general partner and its affiliates have or may have a direct or
         indirect financial interest.
<PAGE>   13
Item 2.           Management's Discussion and Analysis or Plan of Operation

The Partnership was formed on August 30, 1995. The Partnership's public offering
of mortgage notes, subordinated notes and limited partnership units was declared
effective on November 24, 1995. The Partnership is currently offering
subordinated notes and limited partnership units for sale to investors pursuant
to the Prospectus. The mortgage notes have not been offered for sale to
investors as yet. Gross offering proceeds of up to $21,000,000 may be raised
through the public offering. Through May 8, 1997, the Partnership has received
gross offering proceeds of $7,629,000, including $5,298,000 from the sale of
subordinated notes and $2,331,000 from the sale of limited partnership units.
Since the effective date, the Partnership has been involved in raising capital,
the acquisition and construction of properties and the purchase of limited
partnership units in another partnership. The two sites specified in the
Prospectus were acquired on December 29, 1995, a 2.535 acre site in Warwick,
Rhode Island and a 2.28 acre site in Solon, Ohio. Limited partnership units in
another partnership were purchased in the first quarter, 1996.

The Partnership began construction of a 100-room Hampton Inn in Solon, Ohio in
late, 1996, which is expected to open in early summer, 1997. The Solon Hampton
Inn is expected to cost about $6,900,000, including the cost of the land, cost
of construction, cost of furnishings, construction period interest, financing
costs (debt and equity) and all soft costs such as architectural costs,
engineering, franchise fee and working capital. The General Partner expects to
secure first mortgage financing from institutional lenders, however, no external
financing source has issued a commitment to lend funds to the Partnership for
construction or permanent financing. The Partnership does not have sufficient
funds to complete construction of the Solon property. Although additional
funding is not assured, based on the rate funds are being raised, the timing of
construction, and the expected availability of external financing, the
Partnership anticipates sufficient funds will be available to pay for
construction and for future property acquisitions when required.

The Partnership also invested $1,250,000 in another partnership, Essex Glenmaura
L.P. ("Glenmaura") in two purchases in the first quarter of 1996. Glenmaura
completed construction of a 120-room Marriott Courtyard in Scranton,
Pennsylvania in September, 1996. The total cost of the project was $8.7 million,
including the cost of the land, cost of construction, cost of furnishings,
construction period interest, financing costs (debt and equity) and all soft
costs such as architectural costs, engineering, franchise fee and working
capital. The project was funded with $2,300,000 of partner equity, $1,500,000 of
unsecured notes and a $5,000,000 first mortgage loan from GMAC Commercial
Mortgage Corporation. The term of the first mortgage loan is for four years with
a one year extension available if the specified debt service coverage is
attained. Monthly payments of interest only accrue a 3% over the LIBOR rate for
the first year. Principal and interest payments are due thereafter based on a
twenty-five year loan amortization. Starting in the second year of the loan,
Glenmaura will be required to maintain a replacement reserve escrow at 4% of
room revenues.

The Partnership had intended to build an 80-room Homewood Suites hotel in
Warwick, Rhode Island. However, the Partnership has learned that additional new
hotels are planned for the area on the Partnership's site which would be
directly competitive with the Partnership's hotel. The Partnership has decided
to review the market for the Warwick area again to determine if the
<PAGE>   14
market exists to support the additional hotel rooms before proceeding with
construction. The Partnership expects to have the results of the market study
within the next month and will be determining whether to proceed with the
Warwick Homewood Suites by the end of the second quarter. If the Partnership
decides not to construct the Homewood Suites in Warwick, the Partnership intends
to sell the Warwick site and specify at least one more site for development by
the Partnership.

The General Partner is evaluating other potential sites to by acquired by the
Partnership, however, it has not identified any additional property for
acquisition.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion analyzes the consolidated financial statements of the
Partnership as of March 31, 1997, which are attached. The consolidated financial
statements include the accounts of the Partnership and Essex Glenmaura. All
significant intercompany transactions and balances have been eliminated in
consolidation.

From April 1, 1996 to March 31, 1997, the consolidated total assets of the
Partnership increased $6,344,000. The increase was caused by several factors.
Net investment in real estate increased $5,228,000, an increase of $3,978,000
from construction of the Courtyard by Marriott hotel by Essex Glenmaura, an
increase of $1,597,000 from development activities by the Partnership, and a
reduction from depreciation expense of $347,000. Cash and cash equivalents
increased $806,000 from proceeds of the Partnership's offering of subordinated
notes and units. Debt issuance costs increased $246,000, $131,000 from costs
incurred in the Partnership's offering of subordinated notes, and $115,000 of
costs associated with obtaining the first mortgage financing for Glenmaura.
Partnership consolidated liabilities increased $6,829,000, for several reasons.
Subordinated notes payable increased $1,336,000 from the issuance of
subordinated notes payable in the Partnership's offering. First mortgage
financing increased 5,000,000 which represents the first mortgage obtained by
Glenmaura in February, 1997. Accounts payable increased $493,000, primarily from
outstanding construction invoices. The minority interest in Glenmaura decreased
$489,000, representing the minority interest share in the net losses of Essex
Glenmaura in 1996 and the first quarter, 1997. Limited partners' equity
increased only $3,000, which represents proceeds of the Partnership's public
offering of the Units, net of syndication costs and Partners' Notes, and from
the consolidation of the Partnership's interest in Glenmaura. The consolidated
net loss for the Partnership of $186,000 for the first quarter 1997 and $867,000
for 1996 also decreased partners' equity.

The primary revenue source was room revenues of $420,000 from Essex Glenmaura,
which is the only hotel in operation. Other revenue totaled $89,000, for total
revenues of $509,000. Operating expenses for the first quarter, 1997, before
interest and depreciation, totaled $428,000, for income from operations before
interest, depreciation and amortization of $81,000. The largest single operating
expense for the Partnership is rooms expense, followed by food and beverage
expenses. The Partnership's consolidated interest expense, net of interest
income was $201,000, representing interest incurred on the notes payable and the
first mortgage loan, and interest on the subordinated notes to the extent the
proceeds were not used for construction. Interest of $38,000 on the proceeds of
the subordinated notes used in construction was capitalized. Depreciation and
amortization
<PAGE>   15
expenses totaled $146,000, for a net loss of $270,000 before allocating $84,000
of the net loss to the minority interest in Glenmaura. The consolidated net loss
for the Partnership was $186,000.

Glenmaura is in the start-up phase of operations. New hotels require
from several months to a couple years to establish a stable customer base.
During the start-up phase, occupancy is building, and room rates may be lower
to attract new customers. When a strong customer base is established, room
rates can be raised to a more competitive level.
<PAGE>   16
                                     PART II

                                OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K

         a.       Exhibits

                  None

         b.       Reports on Form 8-K

                  None





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   ESSEX HOSPITALITY ASSOCIATES IV L.P.
                                        Registrant



Dated:   May 8, 1997               /s/ Lorrie L. LoFaso
                                   --------------------
                                   Essex Hospitality Associates IV L.P.
                                   Essex Partners Inc.
                                   Lorrie L. LoFaso
                                   Vice President and Chief Accounting Officer

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           2,160
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                          11,033
<DEPRECIATION>                                     347
<TOTAL-ASSETS>                                  13,862
<CURRENT-LIABILITIES>                                0
<BONDS>                                          6,682
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                         615<F2>
<TOTAL-LIABILITY-AND-EQUITY>                    13,862
<SALES>                                            509
<TOTAL-REVENUES>                                   509
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   577
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 201
<INCOME-PRETAX>                                  (186)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              (186)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (186)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0<F3>
<FN>
<F1>UNCLASSIFIED BALANCE SHEET USED
<F2>EQUITY IS PARTNERS' CAPITAL
<F3>ENTITY IS A PARTNERSHIP
</FN>
        

</TABLE>


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