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 March 31, 1997
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: 33-17274
MANHATTAN BEACH HOTEL PARTNERS, L.P.
Exact Name of Registrant as Specified in its Charter
Delaware 95-4201183
State or Other Jurisdiction of
Incorporation or Organization I.R.S. Employer Identification No.
3 World Financial Center, 29th Floor,
New York, NY Attn: 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 At March 31, At December 31,
1997 1996
Assets
Property held for disposition $ 36,800,000 $ 36,800,000
Cash and cash equivalents 2,582,763 2,100,400
Restricted cash 415,392 413,229
Accounts receivable 1,162,450 1,386,303
Prepaid and other assets 357,760 382,225
------------ ------------
Total Assets $ 41,318,365 $ 41,082,157
============ ============
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued liabilities $ 1,373,685 $ 1,549,286
Due to affiliates 62,500 63,495
------------ ------------
Total Liabilities 1,436,185 1,612,781
------------ ------------
Partners' Capital (Deficit):
General Partner (1,221,923) (1,634,727)
Limited Partners (6,975,000 limited
partnership units authorized, issued
and outstanding) 41,104,103 41,104,103
------------ ------------
Total Partners' Capital 39,882,180 39,469,376
------------ ------------
Total Liabilities and Partners' Capital $ 41,318,365 $ 41,082,157
============ ============
Statement of Partners' Capital (Deficit)
For the three months ended March 31, 1997
General Limited
Partner Partners Total
Balance at December 31, 1996 $ (1,634,727) $ 41,104,103 $ 39,469,376
Net income 412,804 0 412,804
------------ ------------ ------------
Balance at March 31, 1997 $ (1,221,923) $ 41,104,103 $ 39,882,180
============ ============ ============
Statements of Operations
For the three months ended March 31, 1997 1996
Hotel Revenues
Rooms $ 2,597,617 $ 2,509,552
Food and beverage 1,124,402 1,071,916
Telephone 166,887 161,470
Other 75,493 39,843
----------- -----------
Total Revenues 3,964,399 3,782,781
----------- -----------
Departmental Expenses
Rooms 708,366 667,969
Food and beverage 933,949 903,011
Telephone 78,398 95,182
Other 18,455 10,762
----------- -----------
Total Expenses 1,739,168 1,676,924
----------- -----------
Departmental Income 2,225,231 2,105,857
----------- -----------
Unallocated Partnership and Hotel Operating Expenses
Advertising and sales 173,873 145,274
General and administrative:
Hotel and other 625,632 613,795
Partnership 152,233 125,445
Utilities and maintenance 435,874 273,962
Ground rent 189,987 180,778
Management fees 125,512 118,145
Property taxes 101,062 96,663
Operating leases 34,656 14,904
Depreciation and amortization 0 449,573
----------- -----------
1,838,829 2,018,539
----------- -----------
Operating Income 386,402 87,318
----------- -----------
Other Income
Interest income 25,267 38,850
Other income 1,135 760
----------- -----------
26,402 39,610
----------- -----------
Net Income $ 412,804 $ 126,928
=========== ===========
Net Income Allocated:
To the General Partner $ 412,804 $ 126,928
To the Limited Partners 0 0
----------- -----------
$ 412,804 $ 126,928
=========== ===========
Net Income per limited partnership unit
(6,975,000 outstanding) $ 0 $ 0
----------- -----------
Statements of Cash Flows
For the three months ended March 31, 1997 1996
Cash Flows From Operating Activities:
Net income $ 412,804 $ 126,928
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization 0 449,573
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Fundings of restricted cash (166,967) (207,698)
Proceeds from restricted cash 164,804 0
Accounts receivable 223,853 (422,153)
Prepaid and other assets 24,465 38,381
Accounts payable and accrued liabilities (175,601) (284,180)
Due to affiliates (995) 61,654
----------- -----------
Net cash provided by (used for)
operating activities 482,363 (237,495)
----------- -----------
Cash Flows From Investing Activities:
Proceeds from restricted cash 0 156,726
Additions to real estate 0 (156,726)
----------- -----------
Net cash used for investing activities 0 0
----------- -----------
Cash Flows From Financing Activities:
Distributions 0 (1,409,091)
----------- -----------
Net cash used for financing activities 0 (1,409,091)
----------- -----------
Net increase (decrease) in cash and
cash equivalents 482,363 (1,646,586)
Cash and cash equivalents, beginning of period 2,100,400 4,414,032
----------- -----------
Cash and cash equivalents, end of period $ 2,582,763 $ 2,767,446
=========== ===========
Notes to the Financial Statements
The unaudited interim financial statements should be read in conjunction with
the Partnership's annual 1996 audited financial statements within Form 10-K .
The unaudited interim financial statements include all normal and reoccurring
adjustments which are, in the opinion of management, necessary to present a
fair statement of financial position as of March 31, 1997 and the results of
operations and cash flows for the three months ended March 31, 1997 and 1996
and the statement of partner's capital (deficit) for the three months ended
March 31, 1997. Results of operations for the periods are not necessarily
indicative of the results to be expected for the full year.
Certain prior year amounts have been reclassified in order to conform to the
current year's presentation.
The following significant events have occurred subsequent to fiscal year 1996,
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5):
On March 20, 1997, the Partnership executed a letter of intent to sell the
Radisson Plaza Hotel and Golf Course (the "Hotel") to a joint venture of Host
Marriott Corporation and Interstate Hotels Corporation (the "Buyer") for a cash
purchase price of $38,250,000 (the "Marriott/Interstate Sale"). Interstate
Hotels Corporation currently manages the Hotel and has done so with its
wholly-owned subsidiary for more than five years. The Buyer originally had 30
days in which to complete its due diligence investigation of the Hotel, during
which time the parties were to negotiate and execute a formal Purchase and Sale
Contract (the "Contract"). However, the due diligence period has been extended
through May 19, 1997. The extension was entered into to enable the Buyer to
complete its due diligence and to enable the parties to finalize the terms of
the Contract. It is currently anticipated that the closing of the
Marriott/Interstate Sale would be seven calendar days following the receipt of
various third-party consents to the transaction, and not later than a date that
will be established prior to the completed negotiation of the Contract. Certain
of the conditions and terms in the letter of intent are not legally binding and
are subject to the execution of the Contract.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
The Hotel's operations improved during 1997 principally as a result of
strengthening conditions in the Los Angeles Airport hotel market and
management's efforts to diversify the Hotel's customer base. The Hotel is
dependent primarily on business, group, contract and leisure travel for its
revenues. The improved profitability of the Hotel during the year is largely
attributable to the 8.3% increase in the Hotel's average room rate, which was
achieved as a result of management's efforts to reduce the volume of airline
contracts and increase the number of business and group guests at higher rates.
In view of the recently improved operating results of the Hotel and the
strengthening hotel market, the General Partner decided to market the Hotel for
sale during the fourth quarter of 1996. The General Partner subsequently
retained the services of Eastdil Realty Company ("Eastdil"), a
nationally-recognized real estate firm, to market the Hotel for sale with the
goal of maximizing the selling price of the Hotel and ultimately distributing
the net sales proceeds to partners. On March 20, 1997, the Partnership
executed a Letter of Intent ( the "Letter of Intent") to sell the Hotel to a
joint venture of Host Marriott Corporation and Interstate Hotels Corporation
(the "Buyer") for a cash purchase price of $38,250,000 (the
"Marriott/Interstate Sale"). Interstate Hotels Corporation ("Interstate")
currently manages the Hotel and has done so with its wholly-owned subsidiary
for more than five years. The Buyer originally had 30 days in which to
complete its due diligence investigation of the Hotel, during which time the
parties were to negotiate and execute a formal Purchase and Sale Contract (the
"Contract"). However, the due diligence period has been extended through May
19, 1997. The extension was entered into to enable the Buyer to complete its
due diligence and to enable the parties to finalize the terms of the Contract.
It is currently anticipated that the closing of the Marriott/Interstate Sale
would be seven calendar days following the receipt of various third-party
consents to the transaction, and not later than a date that will be established
prior to the completed negotiation of the Contract. Certain of the conditions
and terms in the Letter of Intent are not legally binding and are subject to
the execution of the Contract. If the Marriott/Interstate Sale is consummated
on the terms contemplated by the Letter of Intent, the resulting distribution
to Limited Partners is estimated to be in excess of $5.00 per Unit. However,
the precise amount will be dependent on the results of Hotel and Partnership
operations until closing, the specific terms of the Contract which remain to be
negotiated, estimated expenses and other factors. While the General Partner
believes that the Hotel is likely to be sold in 1997, there can be no
assurance, however, that the Marriott/Interstate Sale or any other sale of the
Hotel will be consummated, or that a sale, if completed, will result in any
particular level of net sales proceeds.
In view of the anticipated sale of the Hotel in 1997, the Partnership's real
estate at cost, less accumulated depreciation and amortization at March 31,
1997 has been recorded on the Partnership's Balance Sheet as "Property held for
disposition." Property held for disposition at March 31, 1997 was $36,800,000.
At March 31, 1997, the Partnership had cash and cash equivalents of $2,582,763,
including cash held at the Hotel for working capital, compared to $2,100,400 at
December 31, 1996. The increase is due to net cash provided by operating
activities. Such cash balances are expected to be sufficient to meet the
anticipated cash requirements for operations of the Partnership. Pursuant to
the Management Agreement, contributions to the account for furniture, fixtures
and equipment ("FF&E reserve account") are to be made over time to protect and
maintain the value of the Hotel. Restricted cash was $415,392 at March 31,
1997, largely unchanged from $413,229 at December 31, 1996. The slight
increase is due to contributions to the FF&E reserve account exceeding
expenditures.
Accounts receivable decreased to $1,162,450 at March 31, 1997, compared to
$1,386,303 at December 31, 1996. Accounts payable and accrued liabilities
decreased to $1,373,685 at March 31, 1997, compared to $1,549,286 at December
31, 1996. The changes in accounts receivable and accounts payable and accrued
liabilities are due primarily to differences in the timing of payments. Prepaid
and other assets decreased to $357,760 at March 31, 1997, compared to $382,225
at December 31, 1996. Due to affiliates was $62,500 at March 31, 1997, largely
unchanged from $63,495 at December 31, 1996.
Assuming the pending sale of the Hotel is consummated, the General Partner
intends to make one or more liquidating distributions in 1997. Unless the
Hotel is sold, the ability of the Partnership to make future distributions is
dependent upon various factors, including the cash flow generated from Hotel
operations, the adequacy of cash reserves, and the outcome of the Partnership's
marketing efforts. There can be no assurance that future cash flow will be
sufficient to fund any such distributions.
Results of Operations
For the three-month period ended March 31, 1997, the Partnership had net
income of $412,804, compared with net income of $126,928 for the corresponding
period in 1996. The increase is primarily due to an increase in Hotel
revenues, comprised of rooms, food and beverage, telephone and other
departmental income, and also due to a decrease in depreciation and
amortization.
For the three-month period ended March 31, 1997, the Hotel generated
departmental income of $2,225,231, compared to $2,105,857 for the corresponding
period in 1996. The increase primarily is due to an increase in total Hotel
Revenues as a result of higher room rates, and higher food and beverage,
telephone and other revenues, which was offset by an increase in departmental
expenses.
For the three-month period ended March 31, 1997, unallocated Partnership and
Hotel operating expenses were $1,838,829, compared to $2,018,539 for the
corresponding period in 1996. The 1996 balance includes depreciation and
amortization. The decrease for the 1997 period primarily is due to the Hotel
no longer being depreciated as a result of it being reclassified as "Property
held for disposition". This decrease was partially offset by increases in all
other expenses. Utilities and maintenance increased due to higher repairs and
maintenance expenses in 1997, primarily as a result of the reclassification of
the Partnership's real estate to "Property held for disposition" and the
resulting expense (rather than capitalization) of FF&E added in the three-month
period. Advertising and sales expense increased due to an increase in
administrative costs related to the advertising and sales department.
Partnership general and administrative expenses increased primarily due to
higher legal expenses and printing and postage costs. Ground rent, which is
based on total revenues, increased due to higher total revenues for the period.
Management fees increased due to higher gross sales on which the Hotel manager,
Interstate, receives a base percentage fee and higher profits on which
Interstate's incentive management fee is based.
For the three-month period ended March 31, 1997, the Partnership generated
total other income of $26,402, compared to $39,610 for the corresponding period
in 1996. The decrease is due primarily to a decrease in interest income as a
result of lower cash balances being maintained by the Partnership.
The following summarizes the Hotel's performance for the three-month period
ended March 31 of the indicated years:
1997 1996 % Change
Average Occupancy 84.1% 87.0% (3.3%)
Average Room Rate $ 90.28 $ 83.38 8.3%
Hotel Sales $ 3,964,399 $ 3,782,781 4.8%
Hotel House Profit $ 1,178,740 $ 1,105,227 6.7%
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 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.
MANHATTAN BEACH HOTEL PARTNERS, L.P.
BY: MANHATTAN BEACH COMMERCIAL PROPERTIES III INC.
General Partner
Date: May 14, 1997
BY: /s/ Jeffrey C. Carter
---------------------
President, Director and
Chief Financial Officer
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-END> Mar-31-1997
<CASH> 2,998,155
<SECURITIES> 000
<RECEIVABLES> 1,162,450
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 36,800,000
<DEPRECIATION> 000
<TOTAL-ASSETS> 41,318,365
<CURRENT-LIABILITIES> 1,436,185
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 39,882,180
<TOTAL-LIABILITY-AND-EQUITY> 41,318,365
<SALES> 000
<TOTAL-REVENUES> 3,964,399
<CGS> 000
<TOTAL-COSTS> 1,739,168
<OTHER-EXPENSES> 1,838,829
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 000
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> 412,804
<EPS-PRIMARY> 000
<EPS-DILUTED> 000
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