UNITED STATES 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 September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 33-6678
UNION SQUARE HOTEL PARTNERS, L. P.
(Exact name of registrant as specified in its charter)
Delaware 13-3389008
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) identification No.)
3 World Financial Center, 29th Floor, NY, NY
Attention: Andre Anderson 10285
(Address of principal executive offices) (Zip code)
(212) 526-3237
(Registrant's telephone number, including area code)
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 (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
Balance Sheets
September 30, December 31,
Assets 1995 1994
Real estate, at cost:
Land $ 32,231,229 $ 32,231,229
Building 80,121,007 80,121,007
Furniture, fixtures and equipment 29,293,924 28,749,108
141,646,160 141,101,344
Less accumulated depreciation (41,975,705) (38,235,817)
99,670,455 102,865,527
Cash 2,266,481 2,668,685
Replacement reserve receivable 466,457 89,506
Rent receivable 805,504 194,244
Deferred charges, net of accumulated
amortization of $3,733,910 in 1995
and $3,388,028 in 1994 610,875 956,757
Total Assets $ 103,819,772 $ 106,774,719
Liabilities and Partners' Deficit
Liabilities:
Accounts payable and accrued expenses $ 78,726 $ 66,420
Due to affiliates 34,372 28,342
Mortgage loan payable 70,000,000 70,000,000
Accrued interest 11,967,879 11,580,105
Deferred interest 8,802,647 8,020,283
Notes and Loans - Affiliate 52,021,255 48,891,636
Loan Payable - Hyatt 3,772,578 3,772,578
Total Liabilities 146,677,457 142,359,364
Partners' Deficit:
General Partner (1,111,796) (1,039,066)
Limited Partners (41,745,889) (34,545,579)
Total Partners' Deficit (42,857,685) (35,584,645)
Total Liabilities and Partners' Deficit $ 103,819,772 $ 106,774,719
Statement of Partners' Deficit
For the nine months ended September 30, 1995
Limited General
Partners Partner Total
Balance at December 31, 1994 $ (34,545,579) $ (1,039,066) $ (35,584,645)
Net loss (7,200,310) (72,730) (7,273,040)
Balance at September 30, 1995 $ (41,745,889) $ (1,111,796) $ (42,857,685)
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
Income 1995 1994 1995 1994
Rental income:
Operating income $ 2,268,521 $ 1,476,502 $ 5,840,807 $ 3,934,701
Replacement escrow 315,779 279,999 921,767 831,848
Interest income 18,394 6,548 88,837 19,180
Miscellaneous income 630 805 1,990 2,255
Total Income 2,603,324 1,763,854 6,853,401 4,787,984
Expenses
Interest expense 3,280,293 3,082,993 9,861,532 9,143,255
Depreciation and
amortization 1,319,067 1,384,507 4,085,770 4,103,793
General and administrative 109,856 47,982 179,139 148,460
Total Expenses 4,709,216 4,515,482 14,126,441 13,395,508
Net Loss $(2,105,892) $(2,751,628) $(7,273,040) $(8,607,524)
Net Loss Allocated:
To the General Partner $ (21,059) $ (27,516) $ (72,730) $ (86,075)
To the Limited Partners (2,084,833) (2,724,112) (7,200,310) (8,521,449)
$(2,105,892) $(2,751,628) $(7,273,040) $(8,607,524)
Per limited partnership unit
(7,174,100 outstanding): $(.29) $(.38) $(1.00) $(1.19)
Statements of Cash Flows
For the nine months ended September 30, 1995 and 1994
Cash Flows from Operating Activities: 1995 1994
Net loss $ (7,273,040) $ (8,607,524)
Adjustments to reconcile net loss
to net cash used for operating activities:
Depreciation and amortization 4,085,770 4,103,793
Rental income from replacement escrow (921,767) (831,848)
Increase in deferred interest on
notes and loans-affiliate 3,129,619 2,791,145
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Rent receivable (611,260) (589,179)
Receivable - life safety system 0 6,287
Accounts payable and accrued expenses 12,306 (12,502)
Due to affiliates 6,030 0
Accrued and deferred interest 1,170,138 2,990,777
Net cash used for operating activities (402,204) (149,051)
Cash Flows from Investing Activities:
Proceeds from replacement reserve receivable 544,816 1,010,653
Additions to real estate (544,816) (1,010,653)
Net cash used for investing activities 0 0
Net decrease in cash (402,204) (149,051)
Cash at beginning of period 2,668,685 1,488,632
Cash at end of period $ 2,266,481 $ 1,339,581
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 5,561,775 $ 3,361,333
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1994 audited financial statements within Form 10-K.
The unaudited financial statements include all adjustments which are, in the
opinion of management, necessary to present a fair statement of financial
position as of September 30, 1995 and the results of operations and cash flows
for the nine months ended September 30, 1995 and 1994 and the statement of
changes in partners' deficit for the nine months ended September 30, 1995.
Results of operations for the period are not necessarily indicative of the
results to be expected for the full year.
The following significant event has occurred subsequent to fiscal year 1994,
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5).
Note 1:
On July 3, 1995, a payment of $2,193,025 was made to the Bank of Nova Scotia
("BNS") representing the excess of rents received by the Partnership less
disbursements for the period from July 1, 1994 through June 30, 1995, as
defined in the Amended and Restated Promissory Note Secured by the Deed of
Trust dated June 30, 1992. This payment will be applied toward reducing BNS's
portion of the accrued interest on the Partnership's first mortgage.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The Partnership's liquidity and capital resources were substantially impacted
by the funding of the Renovation Plan which was completed in January 1990 (the
"Renovation Plan") and extensive borrowing subsequent to the initial offering.
Combined with weak results from operations since 1989, these factors led to a
default by the Partnership on its January 2, 1992 debt-service payment with
respect to its $70 million first mortgage loan (the "Mortgage Loan"). This
default created other defaults under the Partnership's subordinate financings.
Effective June 30, 1992, a restructuring of the Partnership's indebtedness and
property leasing arrangements (the "Restructuring") was successfully executed
resulting in the waiver or cure of each of the Partnership's defaults.
There can be no assurance that the Partnership's hotel (the "Hotel" or
"Property") will generate sufficient cash flow to enable the Partnership to
satisfy its future debt service obligations. On April 27, 1993, an affiliate
of the General Partner, Lehman Brothers Holdings Inc. ("Lehman"), elected not
to renew the Guaranty of the minimum pay rate under the restructured Mortgage
Loan for the year commencing July 4, 1993. The Partnership made its quarterly
debt service payments, due on July 3, 1995 and October 2, 1995 to the Bank of
Nova Scotia ("BNS"), with cash flow from operations. In addition, on July 3,
1995, a payment of $2,193,025 was made to BNS representing the excess of rents
received by the Partnership less disbursements for the period from July 1, 1994
through June 30, 1995, as defined in the Amended and Restated Promissory Note
Secured by the Deed of Trust dated June 30, 1992. This payment was applied
toward reducing BNS's portion of the accrued interest on the Partnership's
first mortgage. Pursuant to the terms of the June 1992 debt restructuring, the
pay rate for the minimum interest payment will increase from 8.5% to 9.699%
effective January 2, 1996. The General Partner currently expects that the
Partnership's cash flow should be sufficient to meet the minimum payment due on
January 2, 1996 under the restructured terms of the Mortgage Loan. However,
there can be no assurance that cash flow will continue to be sufficient to
satisfy future payments, and the General Partner is prepared to request
financial support from Lehman to supplement cash flow from the Hotel should the
need arise. Lehman has indicated that it would evaluate the need for
additional funding on a quarterly basis. Lehman is not contractually committed
to provide any cash funding or other financial support for the Partnership or
the Hotel, and may or may not elect to provide financial support, based upon
prevailing business conditions or any other considerations at the time any
request is made. Thus, the General Partner can provide no assurances whatsoever
with respect to Lehman's willingness to provide any cash funding or any other
form of financial support in the future.
The General Partner anticipates the need for continued interest accruals and
deferrals pursuant to the Restructuring for the foreseeable future. This
accrual of interest may affect the Partnership's ability to refinance and/or
sell the Hotel at a price which enables the repayment of the Partnership's
restructured debt, including accrued and deferred interest. There are no
assurances that the Partnership's debt may be restructured to provide a
maturity date beyond its current maturity date of January 2, 1997. Nor is
there any assurance that if the debt is restructured to provide an extended
maturity date, the restructured debt will continue to provide for the accrual
of interest. In order for Limited Partners to receive any additional cash
distributions, the net proceeds from a sale of the Hotel will need to be in
excess of all Partnership debt, including accrued interest, by either the
January 2, 1997 maturity date for that debt or any extended maturity date that
may result from any restructuring of that debt. A number of factors
including, without limitation, general economic conditions, factors affecting
the hotel industry in the San Francisco Bay area, and natural disasters have in
the past and may in the future affect the value of the Hotel. Although the
Hotel's business has improved on a relative basis in recent years, there is no
assurance whatsoever that the Hotel will have a value in the future sufficient
to either restructure the debt to extend its maturity or to enable the Hotel to
be sold for an amount that would be in excess of the debt in order to provide
any surplus for distribution to the Limited Partners.
At September 30, 1995, the Partnership had cash, which is held in an
interest-bearing account, of $2,266,481 compared to $2,668,685 at December 31,
1994. The decrease is due primarily to a decrease in cash provided by
operating activities resulting from the payment on July 2, 1995 to BNS
representing excess rents received by the Partnership.
Replacement reserve receivable increased from $89,506 at December 31, 1994 to
$466,457 at September 30, 1995, largely due to additions to the reserve
exceeding expenditures for furniture, fixtures and equipment ("FF&E"). Rent
receivable increased by $611,260 from December 31, 1994 to $805,504 at
September 30, 1995, due to the increase in rent from operations and the timing
of payments. Accounts payable and accrued expenses increased to $78,726 at
September 30, 1995 compared with $66,420 at December 31, 1994, primarily due to
the payment of audit fees and the accrual of professional fees for 1995,
partially offset by the payment of taxes due to the City of San Francisco.
Accrued interest increased to $11,967,879 at September 30, 1995 compared with
$11,580,105 at December 31, 1994. The change primarily represents the net of
accrued interest expense for the period less the minimum interest payments made
on January 3, 1995, April 3, 1995 and July 3, 1995, as well as the additional
interest payment made on July 3, 1995. Deferred interest increased from
$8,020,283 at December 31, 1994 to $8,802,647 at September 30, 1995 and Notes
and Loans - Affiliate increased from $48,891,636 at December 31, 1994 to
$52,021,255 at September 30, 1995. These accounts have increased due to
compounding of unpaid interest on the principal balances.
Results of Operations
While operations have improved, the Hotel still operates in a competitive
environment which continues to keep Hotel profits and Partnership rental income
reduced from pre-1988 levels. The average occupancy rate and average room rate
for the nine month period ended September 30, 1995 were 81.2% and $141.88,
respectively, compared to 74.7% and $138.46, respectively, for the
corresponding period in 1994.
For the three and nine month periods ended September 30, 1995, the Partnership
incurred net losses of $2,105,892 and $7,273,040, respectively, compared to net
losses of $2,751,628 and $8,607,524, respectively, for the three and nine month
periods ended September 30, 1994. The decrease in the Partnership's net loss
is primarily attributable to an increase in rental income, which was partially
offset by an increase in interest expense and general and administrative
expenses.
For the three and nine month periods ended September 30, 1995, rental income
included operating income of $2,268,521 and $5,840,807, respectively, compared
to $1,476,502 and $3,934,701, respectively, for the same periods in 1994. The
improvement in 1995 is largely due to improved Hotel operating results.
Operating results were positively impacted by higher average occupancy and room
rates at the Hotel during 1995 compared to 1994, which resulted in increases in
room sales, food and beverage sales, telecommunication sales and other rental
income for the 1995 period. Interest income for the three and nine month
periods ended September 30, 1995 was $18,394 and $88,837, respectively,
compared with $6,548 and $19,180, respectively, for the same periods in 1994.
The increases in 1995 are due primarily to the higher cash balances being
maintained by the Partnership and higher interest rates.
Total expenses were $4,709,216 and $14,126,441, respectively, for the three and
nine month periods ended September 30, 1995, compared to $4,515,482 and
$13,395,508, respectively, for the three and nine month periods ended
September 30, 1994. The increases primarily are due to higher general and
administrative expenses and higher interest expense resulting from the
compounding of interest on the principal debt balance and an increase in the
prime rate during 1994 and 1995. These increases were partially offset by
lower depreciation and amortization.
PART II OTHER INFORMATION
Items 1-5 Not applicable
Item 6 Exhibits and reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K - No reports on Form 8-K were filed
during the quarter ended September 30, 1995.
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.
UNION SQUARE HOTEL PARTNERS, L.P.
BY: UNION SQUARE/GP CORP.
General Partner
Date: November 14, 1995 BY: /s/Jeffrey C. Carter
Name: Jeffrey C. Carter
Title: President, Director and Chief
Financial Officer
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