================================================================================
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
/x/ Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended September 12, 1997
OR
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-14374
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 52-1427553
- --------------------------------------------- --------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10400 Fernwood Road
Bethesda, Maryland
20817
- -----------------------------------------------------------------------------------------------------------
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code: 301-380-2070
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months and (2) has been
subject to such filing requirements for the past 90 days.
Yes ___ No ___ (Not Applicable. The Partnership became subject to
Section 13 reporting on November 10, 1997.)
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TABLE OF CONTENTS
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PAGE NO.
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PART I - FINANCIAL INFORMATION
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Item 1. Financial Statements
Condensed Consolidated Statement of Operations
Twelve and Thirty-Six Weeks Ended
September 12, 1997 and September 6, 1996.............................1
Condensed Consolidated Balance Sheet
September 12, 1997 and December 31, 1996................................2
Condensed Consolidated Statement of Cash Flows
Thirty-Six Weeks ended September 12, 1997 and September 6, 1996.........3
Notes to Condensed Consolidated Financial Statements......................4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.....................................6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.........................................................9
Item 6. Exhibits and Reports on Form 8-K..........................................9
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(in thousands, except per unit amounts)
<TABLE>
<CAPTION>
Twelve Weeks Ended Thirty-Six Weeks Ended
` ----------------------------- -----------------------------
September 12, September 6, September 12, September 6,
1997 1996 1997 1996
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
REVENUES............................... $ 6,613 $ 8,985 $ 26,786 $ 26,972
------------- ------------- -------------- -------------
OPERATING COSTS AND EXPENSES
Interest............................. 5,976 5,220 16,838 15,629
Depreciation ........................ 1,169 1,606 3,518 4,819
Base management fee.................. 536 618 1,847 1,854
Property taxes and other............. 653 1,087 1,981 2,438
Incentive management fee............. (551) 280 1,447 1,307
------------- ------------- -------------- -------------
7,783 8,811 25,631 26,047
------------- ------------- -------------- -------------
NET (LOSS) INCOME ...................... $ (1,170) $ 174 $ 1,155 $ 925
============= ============= ============== =============
ALLOCATION OF NET (LOSS) INCOME
General Partner...................... $ (12) $ 2 $ 12 $ 9
Limited Partners..................... (1,158) 172 1,143 916
------------- ------------- -------------- -------------
$ (1,170) $ 174 $ 1,155 $ 925
============= ============= ============== ============
NET (LOSS) INCOME PER
LIMITED PARTNER UNIT (530 Units) $ (2,185) $ 325 $ 2,157 $ 1,728
============= ============= ============== ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
1
<PAGE>
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
September 12, December 31,
1997 1996
------------- ------------
(unaudited)
ASSETS
<S> <C> <C>
Property and equipment, net.............................................. $ 162,654 $ 162,111
Amounts held by Marriott International, Inc.............................. 3,207 3,490
Working capital and supplies held by Marriott International, Inc......... 2,900 2,900
Other assets............................................................. 6,100 7,406
Cash and cash equivalents................................................ 6,709 5,601
----------- -----------
$ 181,570 $ 181,508
=========== ===========
LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES
Mortgage note payable.................................................... $ 199,019 $ 215,574
Due to Host Marriott Corporation under Original Debt
Service Guarantee and Commitment....................................... 30,524 20,134
Due to Marriott International, Inc....................................... 4,478 3,030
Accounts payable and accrued expenses.................................... 3,933 309
----------- -----------
Total Liabilities...................................................... 237,954 239,047
----------- -----------
PARTNERS' DEFICIT
General Partner.......................................................... (503) (514)
Limited Partners......................................................... (55,881) (57,025)
----------- -----------
Total Partners' Deficit................................................ (56,384) (57,539)
----------- -----------
$ 181,570 $ 181,508
=========== ===========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
2
<PAGE>
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
(in thousands)
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<CAPTION>
Thirty-Six Weeks Ended
------------------------------
September 12, September 6,
1997 1996
-------------- ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income .......................................................... $ 1,155 $ 925
Noncash items........................................................ 4,985 6,479
Changes in operating accounts........................................ 5,355 (491)
-------------- ------------
Cash provided by operating activities.............................. 11,495 6,913
-------------- ------------
INVESTING ACTIVITIES
Additions to property and equipment, net............................. (4,064) (3,306)
Change in property improvement fund.................................. 877 187
-------------- ------------
Cash used in investing activities.................................. (3,187) (3,119)
-------------- ------------
FINANCING ACTIVITIES
Advances under Debt Service Guarantee and Commitment................. 10,390
Payment of Deferred Interest on Mortgage Note Payable................ (17,590) --
------------
Cash distributions................................................... -- (819)
-------------- ------------
Cash used in financing activities.................................... (7,200) (819)
-------------- ------------
INCREASE IN CASH AND CASH EQUIVALENTS.................................. 1,108 2,975
CASH AND CASH EQUIVALENTS at beginning of period....................... 5,601 1,010
-------------- ------------
CASH AND CASH EQUIVALENTS at end of period............................. $ 6,709 $ 3,985
============== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for mortgage interest...................................... $ 28,470 $ 10,881
============== ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
ATLANTA MARRIOTT MARQUIS LIMITED PARTNERSHIP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. The accompanying condensed consolidated financial statements have been
prepared by the Atlanta Marriott Marquis Limited Partnership (the
"Partnership") without audit. Certain information and footnote
disclosures normally included in financial statements presented in
accordance with generally accepted accounting principles have been
condensed or omitted from the accompanying statements. The Partnership
believes the disclosures made are adequate to make the information
presented not misleading. However, the condensed consolidated financial
statements should be read in conjunction with the Partnership's
consolidated financial statements and notes thereto included in the
Partnership's Form 10-K filed on November 10, 1997 for the fiscal
year ended December 31, 1996.
In the opinion of the Partnership, the accompanying condensed
consolidated unaudited financial statements reflect all adjustments
(which include only normal recurring adjustments) necessary to present
fairly the financial position of the Partnership as of September 12,
1997 and the results of operations and cash flows for the twelve and
thirty-six weeks ended September 12, 1997 and September 6, 1996.
Interim results are not necessarily indicative of fiscal year
performance because of seasonal and short-term variations.
2. The Partnership owns an 80% general partnership interest in Ivy Street
Hotel Limited Partnership ("Ivy") which owns and operates the Atlanta
Marriott Marquis Hotel (the "Hotel"). The financial statements and all
significant intercompany transactions and balances have been
eliminated. In 1990, the Partnership determined that the probability of
collecting the receivable from the minority partner in Ivy was remote.
Thus, the Partnership wrote off this receivable and is now recording
100% of the income/(loss) of Ivy until such excess income allocated to
the Partnership equals the excess losses previously recorded by the
Partnership.
3. For financial reporting purposes, the net income/(loss) of the
Partnership is allocated 99% to the limited partners and 1% to Marriott
Marquis Corporation (the "General Partner"), a wholly-owned subsidiary
of Host Marriott Corporation. Significant differences exist between the
net income/(loss) for financial reporting purposes and the net
income/(loss) reported for Federal income tax purposes. These
differences are due primarily to the use, for income tax purposes, of
accelerated depreciation methods, shorter depreciable lives for the
assets, differences in the timing of the recognition of incentive
management fee expense and the treatment of the minority interest
receivable.
4. Hotel revenues represent house profit of the Hotel since Ivy has
delegated substantially all of the operating decisions related to the
generation of house profit of the Hotel to Marriott International, Inc.
(the "Manager"). House profit reflects hotel operating results which
flow to Ivy as property owner and represents gross hotel sales less
property-level expenses, excluding depreciation and amortization, base
and incentive management fees, property taxes and certain other costs,
which are disclosed separately in the condensed consolidated statement
of operations.
4
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Partnership revenues generated by the Hotel for 1997 and 1996 consist of (in
thousands):
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<CAPTION>
Twelve Weeks Ended Thirty-Six Weeks Ended
-------------------------------- -------------------------------
September 12, September 6, September 12, September 6,
1997 1996 1997 1996
---------------- --------------- -------------- --------------
<S> <C> <C> <C> <C>
HOTEL SALES
Rooms.......................................... $ 11,138 $ 12,696 $ 38,848 $ 39,051
Food and beverage.............................. 5,016 5,971 18,270 18,209
Other.......................................... 1,194 1,937 3,994 4,548
-------------- -------------- -------------- --------------
17,348 20,604 61,112 61,808
-------------- -------------- -------------- --------------
HOTEL EXPENSES
Departmental direct costs
Rooms....................................... 2,515 2,449 8,267 7,916
Food and beverage........................... 3,954 4,435 12,324 12,694
Other....................................... 4,266 4,735 13,735 14,226
-------------- -------------- -------------- --------------
10,735 11,619 34,326 34,836
-------------- -------------- -------------- --------------
REVENUES......................................... $ 6,613 $ 8,985 $ 26,786 $ 26,972
============== ============== ============== ==============
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5. Pursuant to the terms of the Management Agreement, the Manager is
obligated to transfer, not less than once each accounting period, all
funds derived from the operation of the Hotel after all Hotel operating
expenses. Such amounts from the Manager are owned by Ivy.
6. Certain reclassifications were made to the prior year financial
statements to conform to the 1997 presentation.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain matters discussed herein are forward-looking statements within the
meaning of the Private Litigation Reform Act of 1995 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 different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Although the Partnership believes the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that its expectations will be
attained. These risks are detailed from time to time in the Partnership's
filings with the Securities and Exchange Commission. The Partnership undertakes
no obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect any future events or
circumstances.
CAPITAL RESOURCES AND LIQUIDITY
The Partnership's financing needs have been historically funded through loan
agreements with independent financial institutions. The General Partner believes
that the Partnership's ability to continue to conduct its operations in the
ordinary course of business is contingent upon the General Partner's ability to
successfully refinance the Partnership's Mortgage Debt.
Principal Sources and Uses of Cash
The Partnership's principal source of cash is cash from operations. Its
principal uses of cash are to pay debt service payments on the Mortgage Debt, to
make guarantee repayments and to fund the property improvement fund.
Cash provided by operations was $10.3 million and $6.9 million for the
thirty-six weeks ended September 12, 1997 and September 6, 1996, respectively.
The increase is primarily attributable to quicker turnover of receivables in
1997. The Partnership paid $28.5 million and $10.9 million of interest expense
on the Mortgage Debt for the thirty-six weeks ended September 12, 1997 and
September 6, 1996, respectively. The increase is due to the payment of
$17,590,000, representing the Deferred Interest on the Mortgage Debt.
Contributions to the property improvement fund were $2.8 million and $2.9
million for the thirty-six weeks ended September 12, 1997 and September 6, 1996,
respectively.
Capital Expenditures
The Partnership is required to maintain the Hotel in good repair and condition.
The management agreement provides for the establishment of a property
improvement fund to cover the cost of non-routine repairs and maintenance and
renewals and replacements to the Hotel's property and equipment. Contributions
to the fund for 1994 through June of 1995 were 4% of Hotel gross sales and
increased to 5% thereafter. Currently, the funds available in the property
improvement fund are sufficient for the scheduled $7.0 million rooms
refurbishment for approximately half of the Hotel's rooms which began in August.
The General Partner expects that the funds for the refurbishment of the
remaining rooms will be provided for in conjunction with the refinancing of the
Mortgage Debt or will be provided for with future years' contributions to the
property improvement fund. The General Partner believes that cash from Hotel
operations, the Interest/Principal Guarantee, the availability of funds from the
refinancing and capital reserves will provide adequate funds in the short-term
to meet the operational needs of the Partnership. Although there can be no
assurance, the General Partner anticipates that the debt maturity in February
will be successfully refinanced with a new third-party lender.
Mortgage Debt
On July 10, 1997 (the "Extension Date"), the Partnership and Ivy entered into a
Letter Agreement which effectively extends the maturity of the Mortgage Debt
until February 2, 1998 (the "New Maturity Date"). On the Extension Date, the
Partnership and Ivy were required to pay $17,590,000 representing the Deferred
Interest on the Mortgage Debt in addition
6
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to the scheduled interest payment due of $10,119,000. As a result, the Mortgage
Debt balance outstanding was reduced to $199,000,000. Cash flow from operations
provided the Partnership with adequate funds to meet the scheduled interest
payment of $10,119,000. The payment of the Deferred Interest was funded from
$7,200,000 of Ivy cash reserves and $10,390,000 drawn pursuant to a Host
Marriott interest guarantee (the "Interest Guarantee"). Host Marriott had agreed
to advance up to $50,000,000 to cover interest and principal shortfalls. Should
cash flow from operations be insufficient to fund fully interest due,
$20,000,000 was available under the Interest Guarantee through loan maturity.
The remaining $30,000,000 was available under the Principal Guarantee. Prior to
the $10,390,000 advance on July 10, 1997, there were no amounts outstanding
under either the Principal Guarantee or the Interest Guarantee. However, $20.1
million was outstanding under the original debt service guarantee due to Host
Marriott. In conjunction with the extension, Host Marriott reaffirmed its
obligations pursuant to these guarantees through the New Maturity Date. The
Principal Guarantee is available at maturity or in case of a sale, refinancing
or acceleration of the principal amount of the underlying Notes resulting from
an Event of Default. To the extent the Interest Guarantee is not used, it
becomes available as a Principal Guarantee. The General Partner estimates that a
sale of the Hotel would generate sufficient proceeds to repay the maturing
Mortgage Debt, outstanding guarantees to and advances from Host Marriott and
cover transaction costs; therefore, no advances under the guarantees would be
required.
During the term of the Letter Agreement, the Mortgage Debt continues to be
nonrecourse, and will accrue interest at 12.3% per annum with interest payments
due on January 10 and February 2, 1998. Additionally, all funds remitted by the
Manager during the term of the extension will be held by the Partnership for the
benefit of the lender. In conjunction with the Letter Agreement, Ivy paid an
extension fee of $500,000 as well as approximately $410,000 representing costs
and expenses related to the transaction. It is expected that cash flow from
operations will provide adequate funds to meet the scheduled interest payments.
The General Partner is continuing to explore alternatives to repay the Mortgage
Debt upon maturity on February 2, 1998 and to obtain the additional funds needed
for capital repairs and refurbishment's at the Hotel. The General Partner has
contacted several lenders active in current hotel lending markets. To date, the
General Partner has not found a lender, or a combination of lenders, that would
provide the entire amount necessary to refinance the maturing Mortgage Debt of
the Hotel and obtain sufficient funds to complete the necessary refurbishments.
The General Partner is currently working with a lender that will provide
approximately $160 to $165 million in first mortgage financing and is exploring
alternatives to fund the shortfall, including the possibility of a contribution
of equity from the General Partner. In addition, the General Partner has
considered a sale of the Hotel to payoff the existing lender. However, the
General Partner does not believe that the Hotel has realized the appreciation
necessary to generate material cash proceeds that would be available for
distribution to the limited partners of AMMLP and, furthermore, such a sale
would likely result in a significant taxable event to the limited partners of
AMMLP. There can be no assurance that the General Partner will be successful in
its attempts to refinance the Hotel's Mortgage Debt. Failure to refinance or
payoff the Mortgage Debt at maturity could lead to a foreclosure of the Hotel.
As previously reported, in 1996 the General Partner established a reserve in
anticipation of a potential principal paydown and the costs which will be
incurred to refinance the Mortgage Debt. Though these refinancing costs are not
currently estimable, based on the General Partner's experiences with other
partnerships, such costs are expected to be substantial. These costs include
lender property appraisals, legal expenses, bank fees, environmental studies and
other transaction costs. The initial reserve was funded from 1996 cash available
after payment of debt service which would have otherwise been distributable to
the Partnership. In addition, it is expected that the Partnership will be
required to establish various capital, tax and insurance reserve accounts with
the lender upon closing of a new loan. The Partnership will continue to reserve
all available cash flow for the refinancing. In 1996 Ivy reserved all cash flow
in excess of ground rent for refinancing costs and owner funded capital needs.
On July 10, 1997, Ivy utilized all available reserves to make a payment of the
Partnership's Deferred Interest on the Mortgage Debt. As of September 12, 1997,
total cash reserves approximated $3.6 million.
As a result of establishing these reserves and the utilization of funds to pay
down the Deferred Interest, the Partnership did not make a cash distribution
from 1996 operations to the partners. In addition, cash distributions for 1997
and thereafter will be dependent upon the outcome of the debt refinancing.
7
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RESULTS OF OPERATIONS
Partnership revenues for the third quarter of 1997 decreased 26% when compared
to the same period in 1996 primarily due to an approximately 16%, or $1,624,000
decrease in room revenues, coupled with a 31%, or $474,000 decrease in food and
beverage revenues. Room revenues decreased primarily due to a 12% decrease in
REVPAR, or revenues per available room. The decrease in REVPAR was due to a 20%
decrease in the average room rate from approximately $142 to approximately $113.
This is offset by a 6.5 percentage point increase in average occupancy to
approximately 70%. The average room rate in the third quarter of 1996 was
positively impacted by Summer Olympics. The improvement in third quarter 1997
average occupancy occurred toward the beginning of the period when compared to
the same period last year. In July 1996, the upcoming Summer Olympics negatively
impacted average occupancy. Food and beverage revenues in the third quarter of
1997 decreased when compared with the same period in prior year. This is due to
the fact that Catering Sales were positively impacted by numerous off-site
Olympic events in third quarter 1996.
On a year-to-date basis, Partnership revenues remained consistent with prior
year. Food and beverage revenues increased by 8% while room revenues remained
flat when compared to the same period last year. Room revenues remained constant
with prior year due primarily to a 4% decrease in the average room rate from
approximately $132 to approximately $126 offset by a 2.8 percentage point
increase in average occupancy to approximately 73%.
Based on current forecasts, 1997 Hotel operating results are expected to be
comparable to 1996 results. The Atlanta market has not realized significant
demand growth during the year. Hotel management has reviewed its pricing
strategies and analyzed operating costs in order to implement an aggressive cost
savings plan to enable them to maximize revenue where possible. Operating costs
for the third quarter 1997 decreased approximately 16.8% when compared to the
same period in 1996 as a result of these initiatives. Additionally, Hotel
management has formed an alliance with the Westin, Hyatt and Hilton (the
"Atlanta Alliance"). The Atlanta Alliance is a formal arrangement among the four
hotels to present a meeting alternative to customers' groups that are too large
for a single hotel but too small for the Georgia World Congress Center,
Atlanta's convention center. The national sales forces for all four hotel
companies are actively promoting the Atlanta Alliance.
Depreciation: Depreciation decreased $1,301,000, or 27%, for the thirty-six
weeks ended September 12, 1997 when compared to 1996 due to a portion of the
Hotel's furniture and equipment becoming fully depreciated.
Incentive Management Fees: For the twelve weeks ended September 12, 1997,
incentive management fees were ($551,000) as compared to $280,000 for the same
period in 1996. The decrease in incentive management fees earned was the result
of a decrease in Hotel operating results. For the thirty-six weeks ended
September 12, 1997, $1,447,000 of incentive management fees were accrued as
compared to $1,307,000 for the same period in 1996.
8
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Partnership, Ivy nor the Hotel are presently subject to any material
litigation nor, to the General Partner's knowledge is any material litigation
threatened against the Partnership or the Hotel, other than routine litigation
and administrative proceedings arising in the ordinary course of business, some
of which are expected to be covered by liability insurance and which,
collectively, are not expected to have a material adverse effect on the
business, financial conditions, or results of operations of the Partnership.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits -
27 - Financial Data Schedule
b. Reports on Form 8-K - None.
9
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.
ATLANTA MARRIOTT MARQUIS
LIMITED PARTNERSHIP
By: MARRIOTT MARQUIS CORPORATION
General Partner
November 10, 1997 By: /s/ Patricia K. Brady
----------------------------
Patricia K. Brady
Vice President and Chief
Accounting Officer
10
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Third
Quarter 10-Q and is qualified in its entirety by refernce to such financial
statements.
</LEGEND>
<CIK> 0000770809
<NAME> Atlanta Marriott Marquis Limited Partnership
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-12-1997
<EXCHANGE-RATE> 1.00
<CASH> 6,709
<SECURITIES> 6,100<F1>
<RECEIVABLES> 6,107<F2>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,916
<PP&E> 233,420
<DEPRECIATION> (70,766)
<TOTAL-ASSETS> 181,570
<CURRENT-LIABILITIES> 8,411<F3>
<BONDS> 229,543<F4>
0
0
<COMMON> 0
<OTHER-SE> (56,384)
<TOTAL-LIABILITY-AND-EQUITY> 181,570
<SALES> 0
<TOTAL-REVENUES> 26,786
<CGS> 0
<TOTAL-COSTS> 8,793
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,838
<INCOME-PRETAX> 1,155
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,155
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,155
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>This is other assets.
<F2>This includes amounts held by MII and working capital and supplies held by
MII.
<F3>This includes due MII and accounts payable and accrued expenses.
<F4>This includes mortgage note payable and due to HMC.
</FN>
</TABLE>
