FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report
(As last amended by 34-32231, eff. 6/3/93.)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
Commission file number 0-15347
GROWTH HOTEL INVESTORS
(Exact name of registrant as specified in its charter)
California 94-2964750
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's phone number)
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 .
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
a) GROWTH HOTEL INVESTORS
CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)
March 31, December 31,
1997 1996
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 4,260 $ 4,644
Restricted cash 298 268
Deferred costs 631 652
Accounts receivable and other assets 246 189
Investment in unconsolidated joint venture 7,988 7,767
Investment properties:
Land 3,098 3,098
Buildings and related personal
property 22,018 21,479
25,116 24,577
Less accumulated depreciation (9,941) (9,675)
15,175 14,902
Total assets $ 28,598 $ 28,422
Liabilities and Partners' Equity (Deficit)
Accounts payable and other liabilities $ 445 $ 523
Notes payable 5,403 5,412
Minority interest in joint ventures 27 42
Partners' Equity (Deficit):
General partner (946) (965)
Limited partners' (36,932 units outstanding
at March 31, 1997 and December 31, 1996) 23,669 23,410
Total partners' equity 22,723 22,445
Total liabilities and partners' equity $ 28,598 $ 28,422
Note: The balance sheet at December 31, 1996, has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See Notes to Consolidated Financial Statements
b) GROWTH HOTEL INVESTORS
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1997 1996
Revenues:
Hotel operations $ 1,689 $ 1,624
Equity in unconsolidated joint venture
operations 221 486
Interest income 47 32
Total revenues 1,957 2,142
Expenses:
Hotel operations 1,166 1,141
Interest 149 169
Depreciation 265 208
General and administrative 113 175
Total expenses 1,693 1,693
Net income before minority interest in joint
ventures' operations 264 449
Minority interest in joint ventures'
operations 14 3
Net income $ 278 $ 452
Net income allocated to general partners $ 19 $ 31
Net income allocated to limited partners 259 421
Net income $ 278 $ 452
Net income per limited partnership unit $ 7.00 $ 11.39
See Notes to Consolidated Financial Statements
c) GROWTH HOTEL INVESTORS
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(Unaudited)
(in thousands, except unit data)
Limited General Limited
Partnership Partners' Partners' Total
Units Deficit Equity Equity
Original capital contributions 36,932 $ -- $36,932 $36,932
Partners' (deficit) equity at
December 31, 1996 36,932 $ (965) $23,410 $22,445
Net income for the three months
ended March 31, 1997 19 259 278
Partners' (deficit) equity at
March 31, 1997 36,932 $ (946) $23,669 $22,723
See Notes to Consolidated Financial Statements
d) GROWTH HOTEL INVESTORS
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands, except for unit data)
Three Months Ended
March 31,
1997 1996
Cash flows from operating activities:
Net income $ 278 $ 452
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and Amortization 286 230
Equity in unconsolidated joint venture operations (221) (486)
Minority interest in joint ventures' operations (14) (3)
Change in accounts:
Accounts receivables and other assets (57) (101)
Accounts payable and other liabilities (78) 39
Net cash provided by operating activities 194 131
Cash flows from investing activities:
Properties and improvements and replacements (540) (186)
Restricted cash decrease (30) (8)
Net cash used in investing activities (570) (194)
Cash flows from financing activities:
Notes payable principal payments (8) (4)
Net cash used in financing activities (8) (4)
Net decrease in cash and cash equivalents (384) (67)
Cash and cash equivalents at beginning of period 4,644 3,600
Cash and cash equivalents at end of period $ 4,260 $ 3,533
Supplemental information:
Interest paid $ 114 $ 123
See Notes to Consolidated Financial Statements
e) GROWTH HOTEL INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of NPI Realty Management Corporation the
("Managing General Partner"), all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31, 1997, are not
necessarily indicative of the results that may be expected for the fiscal year
ending December 31, 1997. For further information, refer to the financial
statements and footnotes thereto included in the Partnership's annual report on
Form 10-K for the year ended December 31, 1996.
Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.
NOTE B - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
The following transactions with affiliates of the Managing General Partner were
charged to expense in 1997 and 1996:
For the Three Months Ended
March 31,
1997 1996
(in thousands)
Reimbursement for services of affiliates (primarily
included in general and administrative expenses) $37 $73
NOTE C - INVESTMENT IN UNCONSOLIDATED JOINT VENTURE
The following are the condensed balance sheet as of March 31, 1997, and December
31, 1996, and condensed statements of operations for the three months ended
March 31, 1997 and 1996 for the Partnership's investment in Growth Hotel
Investors Combined Fund No. 1 (the "Combined Fund"), which is reported under the
equity method of accounting.
GROWTH HOTEL INVESTORS COMBINED FUND NO. I
CONDENSED BALANCE SHEETS
(in thousands)
March 31 December 31,
1997 1996
(Unaudited) (Note)
Assets
Cash and cash equivalents $ 3,254 $ 2,228
Restricted cash -- 3
Deferred costs and other assets 1,442 1,108
Investment Properties
Land 10,369 10,369
Buildings and related personal property 80,732 79,891
Less:
Accumulated depreciation (32,465) (31,400)
Investment properties, net 58,636 58,860
Total assets $ 63,332 $ 62,199
Liabilities and Partners' Equity
Accounts payable and other liabilities $ 2,086 $ 1,337
Due to an affiliate of the joint
venture partner 543 827
Notes payable 40,022 40,185
Minority interest in consolidated
joint venture (5,101) (5,268)
Partners' Equity
GHI 7,988 7,767
GHI II 17,794 17,351
Total partners' equity 25,782 25,118
Total Liabilities and Partners' Equity $ 63,332 $ 62,199
Note: The balance sheet at December 31, 1996, has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)
Three Months Ended
March 31,
1997 1996
Revenues $ 8,566 $ 8,778
Expenses (7,735) (7,441)
Income before minority interest in joint
venture's operations 831 1,337
Minority interest in joint
venture's operations (167) 195
Net income $ 664 $ 1,532
Allocation of net income:
GHI $ 221 $ 486
GHI II 443 1,046
Net income $ 664 $ 1,532
NOTE D - SALES OF PROPERTIES
As required by the settlement of the class action lawsuit brought in connection
with the tender offer made by Devon Associates (discussed in Item 3 of the
Partnership's Annual Report on Form 10-K, for the period ending December 31,
1996), the Partnership and GHI II, the Partnership's joint venture partner in
the Combined Fund properties, marketed all of their properties for sale. In
this regard, the Partnership and Growth Hotel Investors II ("GHI II"), an
affiliated partnership, retained Bear, Stearns & Co. Inc. to assist in the
marketing of such properties. As of March 14 1997, the Partnership, the
Combined Fund, the joint ventures in which the Partnership has a controlling
interest (collectively the "Sellers"), GHI II, and the joint ventures in which
GHI II has a controlling interest, and Equity Inns Partnership, L.P. (the
"Buyer") entered into certain purchase and sale agreements pursuant to which the
Buyer agreed to purchase from these entities the twenty-two hotels described
herein as well as six additional hotels owned directly or indirectly by GHI II
for an aggregate purchase price of $182 million, subject to adjustment. The
purchase and sale agreements were amended on May 1, 1997, to change the purchase
price to $169,000,000, to extend the study periods listed in various sections of
the agreements, and to provide for reimbursement to the Sellers for up to
$4,000,000 of work in progress or completed. If the sale is consummated at the
above stated price, the Managing General Partner estimates that the Partnership
will receive net proceeds from the sale of approximately $34,478,000. The
closing of these sales, which is anticipated to occur during the second quarter
of 1997, is subject to many conditions including, favorable completion by the
Buyer of its due diligence review and the Partnership and GHI II receiving
consent to the sale from their respective limited partners holding a majority of
the outstanding limited partnership interests in the Partnership and GHI II,
respectively. It is anticipated that a proxy statement further detailing the
transaction will be forwarded to the limited partners shortly. Accordingly,
there can be no assurance that the sale will be consummated with the Buyer or
any other potential buyer.
The Managing General Partner plans to satisfy all existing debt of the
Partnership and liquidate the partnership upon the sale of the investment
properties. If the sale does not consummate as planned, the Managing General
Partner plans to negotiate extensions for those encumbrances which will mature
in 1997.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INVESTMENT PROPERTIES:
A description of the hotel properties in which the Partnership has an ownership
interest, together with occupancy and room rate data follows:
Average Average Daily
Occupancy Rate Room Rate
For Quarter Ended For Quarter Ended
March 31, March 31,
Name and Location 1997 1996 1997 1996
Growth Hotel Investors I:
Hampton Inn-Syracuse 43% 44% $59.75 $57.32
East Syracuse, New York
Hampton Inn-Brentwood 66% 76% 68.35 66.24
Nashville, Tennessee
Hampton Inn-Aurora 69% 68% 60.04 59.75
Aurora, Colorado
Hampton Inn-Albuquerque North 67% 55% 54.34 55.78
Albuquerque, New Mexico
Growth Hotel Investors
Combined Fund No. 1:
Hampton Inn-Memphis I40 East 68% 65% 56.26 53.20
Memphis, Tennessee
Hampton Inn-Columbia-West 68% 73% 59.50 58.96
West Columbia, South Carolina
Hampton Inn-Spartanburg 51% 54% 52.00 51.61
Spartanburg, South Carolina
Hampton Inn-Little Rock, North 68% 64% 54.97 51.37
North Little Rock, Arkansas
Hampton Inn-Amarillo 55% 59% 49.12 49.70
Amarillo, Texas
Hampton Inn-Greenville 72% 76% 59.85 $ 57.79
Greenville, South Carolina
Hampton Inn-Charleston-Airport 66% 74% 58.35 53.57
North Charleston, South Carolina
Hampton Inn-Memphis-Poplar 78% 79% 69.34 67.95
Memphis, Tennessee
Hampton Inn-Greensboro 70% 77% 64.49 63.42
Greensboro, North Carolina
Hampton Inn-Birmingham 75% 71% 61.57 60.51
Birmingham, Alabama
Hampton Inn-Atlanta-Roswell 59% 75% 63.34 63.36
Roswell, Georgia
Hampton Inn-Chapel Hill 79% 81% 64.93 60.29
Chapel Hill, North Carolina
Hampton Inn-Dallas-Richardson 73% 78% 59.60 55.60
Richardson, Texas
Hampton Inn-Nashville- 71% 67% 66.65 64.66
Briley Parkway
Nashville, Tennessee
Hampton Inn-San Antonio-Northwest 54% 54% 56.03 55.87
San Antonio, Texas
Hampton Inn-Madison Heights 68% 69% 63.88 57.38
Madison Heights, Michigan
Hampton Inn-Mountain Brook 75% 77% 64.30 60.78
Birmingham, Alabama
Hampton Inn-Northlake 66% 78% 61.63 60.22
Atlanta, Georgia
The Managing General Partner attributes the increase in occupancy at Hampton Inn
- - Albuquerque to a renovation project in the prior year. The decrease in
occupancy at Hampton Inn - Brentwood is attributable to the construction of new
hotels in the area.
The Partnership's net income for the three months ended March 31, 1997, was
approximately $278,000 as compared to $452,000 for the corresponding period of
1996. The decrease in net income is primarily due to a decrease in income from
the Partnership's unconsolidated joint venture and an increase in depreciation
expense. The decrease in income from the Partnership's unconsolidated joint
venture is due to decreases in revenues due to decreases in occupancy at
thirteen of the joint venture's eighteen properties. The decrease in occupancy
at the Hampton Inn - Amarillo, Greensboro, Greenville and Dallas-Richardson
properties is due to the construction of new hotels in the area. The decrease
in occupancy at the Hampton Inn - Atlanta-Roswell and Northlake properties is
due to an increase in hotels in the area and to the loss of the pre-Olympic
guests as a major source of business. The Hampton Inn - Charleston had a
decrease in occupancy due to ongoing renovations that are needed so the hotel
can be more competitive with the new hotels in their market. The decrease in
occupancy at the Hampton Inn - Columbia is due to a new highway bypass that re-
routed traffic away from the hotel. Offsetting these decreases were increases in
occupancy at four of the joint venture's eighteen properties. The increase in
occupancy at the Hampton Inn - Birmingham, Little Rock, and Nashville - Briley
properties is due to renovation projects in the prior year. The increase in
depreciation expense is due to the purchase of assets in 1996 and 1997 related
to renovations at the Partnership's properties. Offsetting the above decreases
to revenue was an increase in interest income and decreases in general and
administrative expenses and interest expense. The increase in interest income
is due to an increase in interest-bearing reserves. The decrease in general and
administrative expenses is due to a decrease in expense reimbursements in 1997.
Increased expense reimbursements in 1996 were attributable to the combined
transition efforts of the Greenville, South Carolina, and Atlanta, Georgia,
administrative offices during the year-end close, preparation of the 1995 10-K
and tax return (including the limited partner K-1s), and transition of asset
management responsibilities to the new administration.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the hotel market environment of its investment properties to
assess the feasibility of increasing rates, maintaining or increasing occupancy
levels and protecting the Partnership from increases in expenses. As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of inflation-related increases in expenses by increasing rates and
maintaining a high overall occupancy level. However, due to changing market
conditions, which can result in the use of concessions and room rate reductions
to offset softening market conditions, there is no guarantee that the Managing
General Partner will be able to sustain such a plan.
At March 31, 1997, the Partnership had unrestricted cash of approximately
$4,260,000 as compared to approximately $3,533,000 at March 31, 1996. Net cash
provided by operating activities increased primarily as a result of the decrease
in receivables and other assets due to the timing of receipts from guests and
which was offset by the change in accounts payable and other liabilities due to
the timing of payments. Net cash used in investing activities increased due to
an increase in property improvements and replacements due to the current product
improvement plan. Net cash used in financing activities increased due to the
amortization of debt at the Hampton Inn - Aurora.
The Partnership has no material capital programs scheduled to be performed in
1997, although certain routine capital expenditures and maintenance expenses
have been budgeted. These capital expenditures and maintenance expenses will be
incurred only if cash is available from operations or is received from the
capital reserve account.
As required by the settlement of the class action lawsuit brought in connection
with the tender offer made by Devon Associates (discussed in Item 3 of the
Partnership's Annual Report on Form 10-K, for the period ending December 31,
1996), the Partnership and GHI II, the Partnership's joint venture partner in
the Combined Fund properties, marketed all of their properties for sale. In
this regard, the Partnership and Growth Hotel Investors II ("GHI II"), an
affiliated partnership, retained Bear, Stearns & Co. Inc. to assist in the
marketing of such properties. As of March 14 1997, the Partnership, the
Combined Fund, the joint ventures in which the Partnership has a controlling
interest (collectively the "Sellers"), GHI II, and the joint ventures in which
GHI II has a controlling interest, and Equity Inns Partnership, L.P. (the
"Buyer") entered into certain purchase and sale agreements pursuant to which the
Buyer agreed to purchase from these entities the twenty-two hotels described
herein as well as six additional hotels owned directly or indirectly by GHI II
for an aggregate purchase price of $182 million, subject to adjustment. The
purchase and sale agreements were amended on May 1, 1997, to change the purchase
price to $169,000,000, to extend the study periods listed in various sections of
the agreements, and to provide for reimbursement to the Sellers for up to
$4,000,000 of work in progress or completed. If the sale is consummated at the
above stated price, the Managing General Partner estimates that the Partnership
will receive net proceeds from the sale of approximately $34,478,000. The
closing of these sales, which is anticipated to occur during the second quarter
of 1997, is subject to many conditions including, favorable completion by the
Buyer of its due diligence review and the Partnership and GHI II receiving
consent to the sale from their respective limited partners holding a majority of
the outstanding limited partnership interests in the Partnership and GHI II,
respectively. It is anticipated that a proxy statement further detailing the
transaction will be forwarded to the limited partners shortly. Accordingly,
there can be no assurance that the sale will be consummated with the Buyer or
any other potential buyer.
The Managing General Partner plans to satisfy all existing debt of the
Partnership and liquidate the partnership upon the sale of the investment
properties. If the sale does not consummate as planned, the Managing General
Partner plans to negotiate extensions for those encumbrances which will mature
in 1997.
If the sale of the hotel properties is not consummated, the sufficiency of
existing liquid assets to meet future liquidity and capital expenditure
requirements is directly related to the level of capital expenditures required
at the properties to adequately maintain the physical assets and other operating
needs of the Partnership. The mortgage indebtedness of approximately $5,403,000
includes mortgages with maturity dates in 1997. The mortgage encumbering the
Hampton Inn-Albuquerque total approximately $2,375,000 matured on May 1, 1997.
The Managing General Partner has been successful in extending the mortgage to
August 1, 1997. The mortgages encumbering the Partnership's unconsolidated
joint venture, total approximately $40,022,000 at March 31, 1997. Two of the
mortgages, Hampton Inn-Mountain Brook and Hampton Inn-Northlake, mature on
August 1, 1997. The unconsolidated joint venture's remaining mortgages of
approximately $35,136,000 mature on July 1, 1997. There were no distributions
during the three months ended March 31, 1996 or 1997. Future cash distributions
will depend on the levels of cash generated from operations, property sales and
the availability of cash reserves.
On February 15, 1996, Devon Associates, a New York general partnership,
commenced a tender offer (the "Offer") for up to 15,000 of the outstanding Units
at a purchase price of $705.00 per Unit. Devon Associates acquired 13,396 units
with respect to this offer.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits:
Exhibit 27, Financial Data Schedule, is filed as an exhibit to
this report.
b) Reports on Form 8-K:
None filed during the quarter ended March 31, 1997.
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.
GROWTH HOTEL INVESTORS
By: MONTGOMERY REALTY COMPANY 85,
its general partner
By: NPI REALTY MANAGEMENT CORP.
MANAGING GENERAL PARTNER
/s/William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta
Principal Financial Officer
and Principal Accounting
Date: May 14, 1997
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Growth Hotel
Investors 1997 First Quarter 10-Q and is qualified in its entirety by reference
to such 10-Q filing.
</LEGEND>
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<NAME> GROWTH HOTEL INVESTORS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 4,260
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<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 25,116
<DEPRECIATION> (9,941)
<TOTAL-ASSETS> 28,598
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 5,403
0
0
<COMMON> 0
<OTHER-SE> 22,723
<TOTAL-LIABILITY-AND-EQUITY> 28,598
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<TOTAL-REVENUES> 1,957
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