<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(MARK ONE)
/ X / QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM to
COMMISSION FILE NUMBER: 33-11224-LA
MISSION VALLEY COMFORT SUITES LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 33-0213497
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3145 Sports Arena Blvd.
San Diego, CA 92110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(619) 226-1212
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
State the number of limited partnership interests outstanding as of the
latest practicable date: 5,900
<PAGE>
PART I. -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Incorporated herein is the following unaudited financial
information:
Balance Sheet as of March 31, 1996 and December 31, 1995.
Statement of Operations for the three-month periods ended March
31, 1996 and March 31, 1995.
Statement of Cash Flows for the three-month periods ended March
31, 1996 and March 31, 1995.
Notes to Financial Statements.
2
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.
A California Limited Partnership
Balance Sheet
March 31, 1996 and December 31, 1995
(Unaudited)
(Part 1)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1996 1995
------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 120,069 $ 55,694
Accounts receivable 37,517 26,647
Operating supplies 16,938 15,603
Prepaid expenses 31,691 14,207
Due from Affiliates (note 4) 0 821
----------- -----------
Total current assets 206,215 112,972
Investment property, at cost:
Building and improvements 4,547,028 4,541,600
Furniture, fixtures & equipment 1,187,365 1,177,560
----------- -----------
5,734,393 5,719,160
Less accumulated depreciation 2,024,871 1,983,846
----------- -----------
Total investment property, net
of accumulated depreciation 3,709,522 3,735,314
Franchise fees, net (note 3) 31,042 31,667
----------- -----------
$ 3,946,779 $ 3,879,953
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.
A California Limited Partnership
Balance Sheet
March 31, 1996 and December 31, 1995
(Unaudited)
(Part 2)
<TABLE>
<CAPTION>
LIABILITIES AND March 31, December 31,
PARTNER'S CAPITAL ACCOUNTS 1996 1995
------------- ------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 6,985 $ 6,847
Accounts payable and accrued expenses 63,675 43,538
Due to Affiliates (Note 4) 32,991 11,852
---------- ----------
Total current liabilities 103,651 62,237
---------- ----------
Long-term debt, less current portion 235,112 236,911
Deferred rent liability (Note 6) 1,505,843 1,513,261
---------- ----------
Total liabilities 1,844,606 1,812,409
---------- ----------
Partners' capital accounts:
General partners:
Capital contributions 31,210 31,210
Cumulative net earnings (139,698) (143,161)
Cumulative cash distributions (157,640) (157,640)
---------- ----------
(266,128) (269,591)
Limited partners:
Capital contributions,
net of offering costs 5,117,287 5,117,287
Cumulative net earnings (1,257,278) (1,288,444)
Cumulative cash distributions (1,491,708) (1,491,708)
---------- ----------
2,368,301 2,337,135
---------- ----------
Total partners' capital accounts 2,102,173 2,067,544
---------- ----------
$3,946,779 $3,879,953
========== ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.,
A California Limited Partnership
Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1996 1995
---------- ----------
<S> <C> <C>
Revenues:
Room revenues $ 428,784 $ 388,280
Phone revenue 8,751 12,207
Interest income 225 54
Other income 5,048 4,151
---------- ----------
442,808 404,692
---------- ----------
Expenses:
Property operating expenses 149,938 133,027
Depreciation 41,025 39,839
General and administrative 54,965 49,336
Amortization 625 625
Management fees 26,555 24,263
Royalties and advertising 29,225 29,785
Real estate taxes 11,930 12,751
Interest expense 5,043 5,109
Lease expense 55,770 54,625
Marketing 11,491 9,964
Repairs & Maintenance 21,609 20,005
---------- ----------
408,176 379,329
---------- ----------
Net earnings $ 34,632 $ 25,363
========== ==========
Net earnings per limited
partnership interest $ 5.28 $ 3.87
========== ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.,
A California Limited Partnership
Statement of Cash Flows
Ended March 31, 1996 and March 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 34,632 $ 25,363
Adjustments to reconcile net income to cash:
Depreciation and amortization 41,650 40,464
(Increase) decrease in:
Accounts receivable (10,870) (3,232)
Operating supplies (1,335) (117)
Prepaid expenses (17,484) 9,511
Increase (decrease) in:
Accounts payable and accrued expenses 20,134 (5,685)
Due to/from Affiliates 21,960 20,509
Deferred rent liability (7,418) (7,418)
Net cash provided by (used in) ------------ ------------
operating activities 81,269 79,395
------------ ------------
Cash flows from investing activities:
Investment property expenditures (15,233) (61,086)
------------ ------------
Net cash used in investing activities (15,233) (61,086)
------------ ------------
Cash flows from financing activities:
Payments of notes payable (1,661) (1,534)
Cash distributions to partners 0 0
Net cash provided by (used in) ------------ ------------
financing activities (1,661) (1,534)
------------ ------------
Net decrease in cash and cash equivalents 64,375 16,775
Cash and cash equivalents, beginning of period 55,694 29,042
------------ ------------
Cash and cash equivalents, end of period $ 120,069 $ 45,817
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.,
A California Limited Partnership
Notes to Financial Statements
March 31, 1996
Readers of this quarterly report should refer to the partnership
audited financial statements and annual report Form 10-KSB (File
No. 33-11224-LA) for the period ended December 31, 1994, as
certain footnote disclosures which would substantially duplicate
those contained in such financial reports have been omitted from
this report.
1. THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Mission Valley Comfort Suites Ltd., A California Limited
Partnership (the Partnership), (formerly Motels of America Series
X), a California Limited Partnership, was formed on September 18,
1987 pursuant to the California Revised Uniform Limited
Partnership Act. The purpose of the Partnership is to construct,
own, and operate a 122-room "suites only" motel under a franchise
agreement with Choice Hotels International, Inc. The motel was
opened in September 1988.
The following is a summary of the Partnership's significant
accounting policies:
Cash and Cash Equivalents
The Partnership considers all highly liquid instruments purchased
with an original maturity of three months or less to be cash
equivalents.
Investment Property
Investment property is recorded at cost. Depreciation is
computed using the straight-line method based on estimated useful
lives of 5 to 35 years. Maintenance and repair costs are
expensed as incurred, while significant improvements,
replacements, and major renovation are capitalized.
Franchise Fees
Franchise fees are amortized over the 20-year life of the
franchise agreement.
Income Taxes
No provision for income taxes has been made as any liability for
such taxes would be that of the partners rather than the
Partnership.
Net Income per Interest
Net income per interest is based upon the 90% allocated to
limited partners divided by 5,900 limited partner interests
outstanding throughout the year.
(Continued)
7
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.,
A California Limited Partnership
Notes to Financial Statements (Continued)
2. PARTNERSHIP AGREEMENT
Net income or loss and cash distributions from operations of the
Partnership are allocated 90% to the limited partners and 10% to
the general partner. Profits from the sale or other disposition
of Partnership property are to be allocated to the general
partner until its capital account equals zero; thereafter, to the
limited partners until their capital accounts equal their capital
contributions reduced by prior distributions of cash from sale or
refinancing plus an amount equal to a cumulative but not
compounded annual 8% return thereon which cumulative return shall
be reduced (but not below zero) by the aggregate amount of prior
distributions of cash available for distribution; thereafter,
gain shall be allocated 15% to the general partner and 85% to the
limited partners. Loss from sale shall be allocated 1% to the
general partner and 99% to the limited partners.
3. FRANCHISE AGREEMENT
The Partnership has entered into a twenty-year franchise
agreement with Choice Hotels International, Inc. to provide the
Partnership with consultation in the areas of design,
construction and operation of the motel. The agreement required
the payment of initial franchise fees of $50,000 and requires
ongoing royalty and chain-affiliated advertising fees based on a
percentage of gross room revenues.
4. RELATED PARTY TRANSACTIONS
The motel is operated pursuant to a management agreement with GHG
Hospitality, Inc. (GHG), the general partner. The agreement
provides for the payment of monthly management fees of 6% of
gross revenues.
The Partnership has agreed to reimburse GHG for certain expenses
related to services performed in maintaining the books and
administering the affairs of the Partnership.
GHG and an affiliate, GMS Management Services, Inc. (GMS),
formerly Grosvenor Management Services, Inc., allocate to the
Partnership certain marketing, accounting, and maintenance
salaries and certain other expenses directly related to the
operation of the Partnership.
(Continued)
8
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.,
A California Limited Partnership
Notes to Financial Statements (Continued)
4. RELATED PARTY TRANSACTIONS (Continued)
Fees and reimbursements for partnership administration expenses
paid to GHG and GMS for the three months ended March 31, 1996 and
March 31, 1995 are as follows:
<TABLE>
<CAPTION>
Three Months Ended
------------------
3/31/96 3/31/95
------- -------
<S> <C> <C>
Management Fees $26,555 $24,263
Reimbursement for
partnership admini-
stration expenses $ 9,038 $ 8,105
Salaries and other
allocated expenses $25,590 $23,013
</TABLE>
In addition, all motel employees are paid by GMS. The
Partnership reimbursed GMS $77,092 for the wages of these
employees which includes a one percent processing fee.
At March 31, 1996, $32,991 was due to GHG and GMS relating to
reimbursement for these operating expenses.
5. LONG-TERM DEBT
The Partnership has a note payable which is due in monthly
installments of $2,175, including 8% interest, through April
2013. The note is secured by a trust deed on the Partnership's
motel. The balance outstanding was $242,097 as of March 31, 1996
and $248,546 as of March 31, 1995. The fair value of long-term
debt approximates its carrying amount based on borrowing rates
currently available to the Partnership for loans with similar
terms.
Principal payments on this note are due as follows:
1996 $ 6,847
1997 7,415
1998 8,031
1999 8,697
2000 9,419
Thereafter 203,349
--------
$243,758
========
(Continued)
9
<PAGE>
MISSION VALLEY COMFORT SUITES LTD.,
A California Limited Partnership
Notes to Financial Statements (Continued)
6. LEASE
The Partnership leases the land underlying its motel under an
operating lease which expires in 2046. Prior to April 1, 1993,
rents were subject to annual increases based on the greater of 2-
1/2% or the increase in the Consumer Price Index. The total
minimum rentals over the life of the lease, including the effects
of the 2-1/2% minimum annual increases, were being recognized on
the straight-line basis as required by generally accepted
accounting principles. Effective April 1, 1993, the lease was
amended to lower the rent payment to $20,000 per month. Rents
are still subject to annual increases based on the increase in
the Consumer Price Index, but the maximum annual increase is 5%
and there is no minimum annual increase. The rent payment was
$21,063 per month as of December 31, 1995. As a result of the
amendment to the lease agreement, a deferred rent liability of
$1,594,894, which was incurred prior to April 1, 1993, is being
credited to income on a straight-line basis over the remaining
term of the lease. The Partnership is required to pay real
estate taxes, insurance, and maintenance for the leased land and
improvements thereon.
Future minimum lease payments are due as follows:
1996 $ 252,756
1997 252,756
1998 252,756
1999 252,756
2000 252,756
Thereafter 11,605,713
-----------
$12,869,493
===========
7. ADJUSTMENTS
In the opinion of the general partners, all adjustments
(consisting solely of normal recurring adjustments) necessary for
a fair presentation have been made to the accompanying figures as
of and for the three months ended March 31, 1996.
8. SUBSEQUENT EVENT
In May 1996, the Partnership paid a distribution of $35,999.28 to
the limited partners.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition:
On February 6, 1987, the Partnership commenced its public
offering pursuant to its Prospectus. On March 21, 1988, the
Partnership completed the public offering. The Partnership
received $5,117,287 (net of offering costs of $782,713) from the
sale of limited partnership interests. These funds were
available for investment in property, to pay legal fees and other
costs related to the investments, to pay operating expenses, and
for working capital. The majority of the proceeds were used to
acquire and construct the property identified in Item 2 above.
As a result of cost overruns related to the acquisition and
construction of the motel, the Partnership borrowed $200,000 from
the party that is the lessor under its land lease. The note is
payable in monthly installments of $2,175, including interest at
8%, over a 20-year period.
In 1994, the Partnership was notified by its franchisor, Choice
Hotels International, Inc., that it was required to make certain
improvements to its motel property in order to retain the
franchise. In addition, the Partnership decided to make certain
discretionary improvements to its motel property. The total cost
of these improvements were approximately $148,000.
The deferred rent liability represents amounts accrued under the
Partnership's land lease prior to April 1, 1993. Under the
original land lease, annual rent increases were based on the
greater of 2-1/2% or the increase in the Consumer Price Index.
The Partnership was required by generally accepted accounting
principles to record rent expense and a deferred rent liability
based on projecting the 2-1/2% minimum annual rent increase over
the 60-year term of the lease. Effective April 1, 1993, the land
lease was amended. Under the amended land lease, monthly rent
payments were reduced from $30,138 per month to $20,000 per
month. Annual rent increases are based on the lesser of the
increase in the Consumer Price Index or 5%, and there is no
minimum annual increase. Rent expense under the amended lease is
significantly lower than under the previous lease. In addition,
the deferred rent liability accrued prior to April 1, 1993 is
being credited to income on a straight-line basis over the
remaining term of the lease.
Results of Operations:
For the three months ended March 31, 1996, room revenues were
$428,783, the occupancy rate was 70.48% and the average daily
rate was $54.80. This compares to the three months ended March
31, 1995 when room revenues were $388,281, the occupancy rate was
65.14% and the average daily rate was $54.29.
(Continued)
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
The Choice Reservations System of Choice Hotels International,
Inc. was responsible for 2,019 room nights for the three months
ended March 31, 1996, a 10.3% decrease from the three months
ended March 31, 1995. Reservations provided by Choice decreased
in 1995 and 1996 due to the opening of a newly-renovated Quality
Resort approximately one mile from the Partnership's motel. In
addition, the Partnership's motel was fully booked more often in
1995 than in 1994 and, consequently, reservations through Choice
were restricted. Although city-wide occupancy rates are expected
to increase slightly in 1996, the Mission Valley area remains
overbuilt and downtown San Diego has become an alternative
destination for both corporate and leisure travelers. To help
prevent occupancy rates from falling, the Partnership will run
advertisements in Los Angeles and Phoenix offering competitive,
lower rates. The Partnership has increased its sales efforts to
travel agents, group tours and other leisure travelers, as well
as to business. San Diego is hosting several city-wide
conventions during the summer months which should generate high
rates at the motel, and the property manager continues to
participate in co-op advertising committees to gain more exposure
for the motel.
Management has been informed that around June 1, 1996 a motel
property approximately one mile from the Mission Valley Comfort
Suites will become a Comfort Inn and Suites franchisee of Choice
Hotels International, Inc. and participate in the Choice
Reservations System used by the Partnership's motel. Due to the
proximity of this motel to the Partnership's motel and the
availability of suites, it will be in direct competition with
Mission Valley Comfort Suites and will likely decrease the number
of reservations that otherwise would have been received from the
Choice Reservations System. Unless these reservations can be
replaced from other sources, the Partnership may experience
reduced revenues and net income as a result of this new
franchisee.
The effect of current operations on liquidity was net cash
provided by operating activities of $81,269 for the three months
ended March 31, 1996 and $79,395 for the three months ended March
31, 1995.
Seasonality:
The motel business is seasonal with the third quarter being the
strongest due to the tourist business and the last half of the
fourth quarter and the first half of the first quarter being the
weakest. It is not unusual for the motel operations to have
negative cash flow during this weak period.
12
<PAGE>
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.
(REGISTRANT) MISSION VALLEY COMFORT SUITES LTD.,
A California Limited Partnership
By: GHG Hospitality, Inc.
Corporate General Partner
BY (SIGNATURE) /s/ J. Mark Grosvenor
(NAME AND TITLE) J. Mark Grosvenor, President and Director
(DATE) May 13, 1996
BY (SIGNATURE) /s/ Sylvia Mellor Clark
(NAME AND TITLE) Controller
(DATE) May 13, 1996
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 120,069
<SECURITIES> 0
<RECEIVABLES> 37,517
<ALLOWANCES> 0
<INVENTORY> 16,938
<CURRENT-ASSETS> 206,215
<PP&E> 5,734,393
<DEPRECIATION> 2,024,871
<TOTAL-ASSETS> 3,946,779
<CURRENT-LIABILITIES> 103,513
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3,946,779
<SALES> 0
<TOTAL-REVENUES> 428,784
<CGS> 0
<TOTAL-COSTS> 403,133
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,043
<INCOME-PRETAX> 34,632
<INCOME-TAX> 0
<INCOME-CONTINUING> 34,632
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,632
<EPS-PRIMARY> 5.28
<EPS-DILUTED> 5.28
</TABLE>
