FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period.........to.........
(Amended by Exchange Act Rel. No. 312905, eff. 4/26/83)
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
STATEMENT OF NET ASSETS IN LIQUIDATION
(in thousands)
March 31, December 31,
1998 1997
(Unaudited) (Note)
Assets
Cash and cash equivalents $2,502 $2,562
Escrow receivable 1,613 1,595
4,115 4,157
Liabilities
Accounts payable and state withholding taxes
payable 502 522
Distribution payable to general partner 502 502
Estimated costs during the period
of liquidation 91 130
1,095 1,154
Net Assets in liquidation $3,020 $3,003
Note: The Statement of Net Assets in Liquidation at December 31, 1997, 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
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
(Unaudited)
Three Months Ended March 31, 1998
(in thousands)
Net assets in liquidation at beginning of period $ 3,003
Changes in net assets in liquidation
attributed to:
Decrease in cash and cash equivalents (60)
Increase in escrow receivables 18
Decrease in accounts payable and state withholding
taxes payable 20
Decrease in estimated costs during the period
of liquidation 39
Net assets in liquidation at end of period $ 3,020
See Notes to Consolidated Financial Statements
c)
GROWTH HOTEL INVESTORS
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended March 31, 1997
(Unaudited)
(in thousands, except unit data)
Revenues:
Hotel operations $ 1,689
Equity in unconsolidated joint venture
operations 221
Interest income 47
Total revenues 1,957
Expenses:
Hotel operations 1,166
Interest 149
Depreciation 265
General and administrative 113
Total expenses 1,693
Net income before minority interest in joint
ventures' operations 264
Minority interest in joint ventures'
operations 14
Net income allocated to general partners $ 19
Net income allocated to limited partners 259
Net income $ 278
Net income per limited partnership unit $ 7.00
See Notes to Consolidated Financial Statements
d)
GROWTH HOTEL INVESTORS
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
(Unaudited)
Three Months Ended March 31, 1997
(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
e)
GROWTH HOTEL INVESTORS
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31, 1997
(in thousands)
Cash flows from operating activities:
Net income $ 278
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and Amortization 286
Equity in unconsolidated joint venture operations (221)
Minority interest in joint ventures' operations (14)
Change in accounts:
Accounts receivables and other assets (57)
Accounts payable and other liabilities (78)
Net cash provided by operating activities 194
Cash flows from investing activities:
Property improvements and replacements (540)
Restricted cash decrease (30)
Net cash used in investing activities (570)
Cash flows from financing activities:
Notes payable principal payments (8)
Net cash used in financing activities (8)
Net decrease in cash and cash equivalents (384)
Cash and cash equivalents at beginning of period 4,644
Cash and cash equivalents at end of period $ 4,260
Supplemental information:
Interest paid $ 114
See Notes to Consolidated Financial Statements
f)
GROWTH HOTEL INVESTORS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
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
Limited Partnership Units ("the Units") at a purchase price of $705.00 per Unit.
An affiliate of the Managing General Partner has an interest in Devon
Associates. Devon Associates acquired 13,401 Units with respect to this offer.
The Partnership sold its investment properties on June 24, 1997 to an unrelated
third party, Equity Inns Partnership, L.P., a Tennessee limited partnership. The
properties were sold in accordance with the settlement of the class action
lawsuit brought in connection with the tender offer made by Devon Associates.
As a result of the decision to liquidate the Partnership, the Partnership
changed its basis of accounting for its financial statements at December 31,
1997 to the liquidation basis of accounting. Consequently, assets have been
valued at their estimated net realizable value and liabilities are presented at
their estimated settlement amounts, including estimated costs associated with
carrying out the liquidation. The valuation of assets and liabilities
necessarily requires many estimates and assumptions and there are substantial
uncertainties in carrying out the liquidation. The actual realization of assets
and settlement of liabilities could be higher or lower than amounts indicated
and is based upon the Managing General Partner's estimates as of the date of the
financial statements.
The statement of net assets in liquidation as of March 31, 1998, includes
approximately $91,000 of accrued costs, net of income, that the Managing General
Partner estimates will be incurred during the period of liquidation, based on
the assumption that the liquidation process will be completed during 1998.
These costs principally include legal and administrative expenses. Because the
success in realization of assets and the settlement of liabilities is based on
the General Partner's best estimates, the liquidation period may be shorter than
projected or it may be extended beyond the projected period.
NOTE B - SALE OF PROPERTIES
On June 24, 1997, the Partnership sold all of its investment properties,
consisting of the Hampton Inn-Brentwood, and Hampton Inn-Albuquerque for a sales
price of approximately $13,502,000. The Partnership has a controlling interest
in two joint venture partnerships, Aurora/GHI Associates No. 1, and North Coast
Syracuse Limited Partnership. The Partnership has a non-controlling interest in
the joint venture Growth Hotel Investors Combined Fund No. 1. On June 24, 1997,
Aurora/GHI Associates No. 1 sold its investment property, Hampton Inn-Aurora for
a purchase price of approximately $4,830,000. Additionally, North Coast Syracuse
Limited Partnership sold its investment property, Hampton Inn-Syracuse for a
sales price of approximately $2,294,000. Finally, on June 24, 1997, Hampton/GHI
Associates No. 1 ("Hampton/GHI"), a joint venture in which Growth Hotel
Investors Combined Fund No. 1 owns 80% sold 17 of its 18 investment properties,
Hampton Inn-Memphis-I-40, Hampton Inn-Columbia West, Hampton Inn-Spartanburg,
Hampton Inn-Little Rock, Hampton Inn-Amarillo, Hampton Inn-Greenville, Hampton
Inn-Charleston, Hampton Inn-Memphis-Poplar, Hampton Inn-Greensboro, Hampton Inn-
Birmingham, Hampton Inn-Atlanta, Hampton Inn-Chapel Hill, Hampton Inn-Dallas,
Hampton Inn-Nashville, Hampton Inn-San Antonio, Hampton Inn-Madison Heights,
Hampton Inn-Northlake for a purchase price of approximately $107,576,000. The
investment properties were sold to an unrelated third party, Equity Inns
Partnership, L.P., a Tennessee limited partnership. The properties were sold in
accordance with the settlement of the class action lawsuit brought in connection
with the tender offer made by Devon Associates. Hampton/GHI's last hotel
property, the Hampton Inn-Mountain Brook, was sold on August 1, 1997 for a sales
price of $8,758,000.
The aggregate sale price for all 22 properties was approximately $136,960,000.
The Partnership received net proceeds, after satisfaction of outstanding
indebtedness and closing costs, from the sale of its investment properties of
approximately $14,411,000. In addition, the Partnership received approximately
$26,207,000 from its unconsolidated joint venture in distributions from
operations and the sale of its properties. The Partnership made aggregate
distributions of $32,720,000 ($885.95 per unit) to its limited partners and
approximately $668,000 to the General Partners from these net proceeds in 1997.
It is anticipated that the Partnership will be dissolved during 1998 and the
remaining cash and any funds from operations will be distributed to the partners
at that time.
The Partnership recognized a gain of approximately $3,908,000 due to the sale of
its investment properties and the properties in which the Partnership had a
controlling interest. In addition, the Partnership was allocated a gain of
approximately $18,422,000 from its unconsolidated joint venture, Growth Hotel
Investors Combined Fund No. 1, from the sale of the joint venture's properties.
Pursuant to the terms of the settlement agreement with respect to the class
actions brought by limited partners of the Partnership and Growth Hotel
Investors II ("GHI II"), an affiliated partnership, against among others, the
Partnership, GHI II and their general partners, the Partnership and GHI II were
required to pay the plaintiffs' attorneys' fees associated with such actions.
As a result, an aggregate of $1,800,000 ($583,000 of which is allocable to the
Partnership) was paid in 1997.
NOTE C - TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES
The managing general partner of the Partnership is Montgomery Realty
Corporation-85 ("MRC-85"). The general partners of MRC-85 are Fox Realty
Investors ("FRI") and NPI Realty Management Corporation ("NPI Realty"). On
February 13, 1996, NPI Realty, which acquired its interest in MRC-85 from
Montgomery Realty Corporation on November 15, 1995, became the managing general
partner of MRC-85.
On January 19, 1996, all of the issued and outstanding shares of stock of
National Property Investors, Inc. ("NPI"), the sole shareholder of both NPI
Equity Investments II, Inc. ("NPI Equity"), the managing general partner of FRI,
and NPI Realty was acquired by an affiliate of Insignia Financial Group, Inc.
("Insignia"). In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and NPI Realty.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the administration of all partnership activities.
The Partnership Agreement provides for payments to affiliates for services and
as reimbursement of certain expense incurred by affiliates on behalf of the
Partnership.
The following expenses were paid or accrued to the Managing General Partner and
affiliates during the three months ended March 31, 1998 and 1997 (in thousands):
1998 1997
Reimbursements for services of affiliates $31 $37
On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust. The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders. If the closing occurs, AIMCO will then control the Managing
General Partner of the Partnership. It is anticipated, however, that the
Partnership will be liquidated prior to the consummation of the AIMCO
transaction. In any event, it is not anticipated that this transaction will
have a material effect on the Partnership.
NOTE D - COMMITMENT AND CONTINGENCIES
In connection with the sale of the properties owned by Hampton/GHI Associates
No. 1 and the liquidation of the joint venture, the Partnership's joint venture
partner, Hampton Inns, Inc. ("Hampton"), was to be distributed a portion of the
net sale proceeds. However, pursuant to the terms of the Joint Venture
Agreement, Hampton was obligated to contribute to the joint venture an amount
equal to the deficit of its tax capital account, which amount was in excess of
the amount to be distributed to Hampton. As a result, the Partnership set aside
as a reserve the amount which otherwise would have been distributed to Hampton.
The Joint Venture received such payment from Hampton for its deficit restoration
obligation on November 5, 1997 in the amount of approximately $9,067,000.
The classification of the funds received from Hampton is not clearly defined in
the partnership agreement. If the funds are classified as funds from
operations, the General Partners would be due a partnership management incentive
on the distribution of these funds in the amount of approximately $1,004,000.
The General Partners have agreed to take 50% of such allocation or $502,000,
which has been accrued at December 31, 1997 and March 31, 1998.
The Partnership holds a warranty reserve escrow account in the amount of
approximately $1,613,000 at March 31, 1998. This escrow must be held for the
period of one year from the closing date of the sale of the investment
properties. If the purchaser has not notified the Partnership of any amounts
owed to it, the Partnership will distribute such funds to its partners. At
March 31, 1998, no notification had been given from the purchaser that any
amounts were due the purchaser under the agreement.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
On June 24, 1997 and August 1, 1997 the Partnership sold all of its investment
properties and all of its joint venture properties as discussed in "Item 1.
Financial Statements Note B - Sale of Properties."
As a result of the sale of its investment properties and the decision to
liquidate the Partnership, the Partnership changed its basis of accounting to
the liquidation basis of accounting for its financial statements at December 31,
1997. Consequently, assets have been valued at their estimated net realizable
value (including subsequent actual transactions described below) and liabilities
are presented at their estimated settlement amounts, including estimated costs
associated with carrying out the liquidation. The valuation of assets and
liabilities necessarily requires many estimates and assumptions and there are
substantial uncertainties in carrying out the liquidation. The actual
realization of assets and settlement of liabilities could be higher or lower
than the amounts indicated and is based upon the Managing General Partner's
estimates as of the date of the financial statements.
The statement of net assets in liquidation as of March 31 1998, includes
approximately $91,000 of accrued costs, net of income, that the Managing General
Partner estimates will be incurred during the period of liquidation, based on
the assumption that the liquidation process will be completed during the third
quarter of 1998. These costs principally include legal and administrative
expenses. Because the success in realization of assets and the settlement of
liabilities is based on the Managing General Partner's best estimates, the
liquidation period may be shorter than projected or it may be extended beyond
the projected period.
No cash distributions were made in the first quarter of 1998 or 1997. In
connection with the sale of the properties owned by Hampton/GHI and the
liquidation of the joint venture, the Partnership's joint venture partner,
Hampton Inns, Inc. ("Hampton"), was to be distributed a portion of the net sale
proceeds. However, pursuant to the terms of the Hampton/GHI Joint Venture
Agreement, Hampton was obligated to contribute to Hampton/GHI an amount equal to
the deficit of its tax capital account, which amount was in excess of the amount
to be distributed to Hampton. As a result, the Partnership set aside as a
reserve the amount which otherwise would have been distributed to Hampton.
Hampton/GHI received such payment from Hampton for its deficit restoration
obligation on November 5, 1997 in the amount of approximately $9,067,000.
The classification of the funds received from Hampton is not clearly defined in
the partnership agreement. If the funds are classified as funds from
operations, the General Partners would be due a partnership management incentive
on the distribution of these funds in the amount of approximately $1,004,000.
The General Partners have agreed to take 50% of such allocation or $502,000,
which was accrued at December 31, 1997 and March 31, 1998.
The Partnership holds a warranty reserve escrow account in the amount of
approximately $1,613,000 at March 31, 1998. This escrow must be held for the
period of one year from the closing date of the sale of the investment
properties. If the purchaser has not notified the Partnership of any amounts
owed to it, the Partnership will distribute such funds to its partners. At
March 31, 1998, no notification had been given from the purchaser that any
amounts were due the purchaser under the agreement.
Certain items discussed in this quarterly report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 ("the Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements of the Partnership expressed or implied by
such forward-looking statements. Such forward-looking statements speak only as
of the date of this quarterly report. The Partnership expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Partnership's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
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, 1998.
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.
Its Managing General Partner
/s/William H. Jarrard, Jr.
President and Director
/s/Ronald Uretta
Principal Financial Officer
and Principal Accounting
Date: May 15, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Growth Hotel Investors 1998 First Quarter 10-Q and is qualified in its
entirety by reference to such 10-Q filing.
</LEGEND>
<CIK> 0000769129
<NAME> GROWTH HOTEL INVESTORS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,502
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,115
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,020
<TOTAL-LIABILITY-AND-EQUITY> 4,115
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
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<FN>
<F1>Registrant has an unclassified balance sheet.
</FN>
</TABLE>
