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, 1996
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: 0-16991
HOTEL PROPERTIES L.P.
Exact Name of Registrant as Specified in its Charter
Delaware 13-3430078
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 September 30, At December 31,
1996 1995
Assets
Real estate, at cost:
Land $ 22,569,415 $ 22,569,415
Buildings 72,576,984 72,561,033
Furniture, fixtures and equipment 47,185,863 43,838,735
------------- -------------
142,332,262 138,969,183
Less accumulated depreciation (45,561,681) (40,612,178)
------------- -------------
96,770,581 98,357,005
Cash and cash equivalents 3,357,161 1,004,565
Restricted cash 1,201,316 825,437
Restricted cash - loan reserve 2,532,681 2,538,618
Due from hotel managers, net 569,084 534,669
Replacement reserve receivable 3,998,414 3,478,655
Rent receivable 769,157 684,266
Deferred charges - refinancing costs,
net of accumulated amortization of
$406,813 in 1996 and $162,725 in 1995 1,220,439 1,464,527
------------- -------------
Total Assets $ 110,418,833 $ 108,887,742
============= =============
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued expenses $ 44,427 $ 50,045
Due to affiliates 17,044 18,462
Mortgage loans payable 80,653,868 81,714,517
Mortgage loans interest payable 604,904 0
Refinancing fee payable 412,500 412,500
Deferred management fees 4,187,505 4,187,505
Deferred interest payable 1,849,185 1,849,185
------------- -------------
Total Liabilities 87,769,433 88,232,214
------------- -------------
Partners' Capital:
General Partner 0 0
Limited Partners (3,464,700 limited partnership
units authorized, issued and outstanding) 22,649,400 20,655,528
------------- -------------
Total Partners' Capital 22,649,400 20,655,528
------------- -------------
Total Liabilities and Partners' Capital $ 110,418,833 $ 108,887,742
============= =============
Statement of Partners' Capital
For the nine months ended September 30, 1996
Limited General
Partners Partner Total
Balance at December 31, 1995 $ 20,655,528 $ 0 $ 20,655,528
Net income 1,993,872 0 1,993,872
------------ ---- ------------
Balance at September 30, 1996 $ 22,649,400 $ 0 $ 22,649,400
============ ==== ============
Statements of Operations
Three months ended Nine months ended
September 30, September 30,
1996 1995 1996 1995
Income
Rent:
Operating profit $ 3,632,750 $ 3,717,689 $ 8,262,836 $ 8,185,442
Replacement escrow 1,586,659 1,548,735 4,258,717 4,066,337
Interest 96,052 75,509 288,869 256,354
----------- ----------- ----------- -----------
Total Income 5,315,461 5,341,933 12,810,422 12,508,133
----------- ----------- ----------- -----------
Expenses
Interest 1,817,766 1,852,777 5,480,245 6,131,499
Depreciation and amortization 1,701,797 1,651,735 5,193,591 5,320,335
Asset management fee 0 0 - 285,086
General and administrative 25,826 33,699 94,475 112,745
Professional fees 18,957 6,466 48,239 35,864
----------- ----------- ----------- -----------
Total Expenses 3,564,346 3,544,677 10,816,550 11,885,529
----------- ----------- ----------- -----------
Net Income $ 1,751,115 $ 1,797,256 $ 1,993,872 $ 622,604
=========== =========== =========== ===========
Net Income Allocated:
To the General Partner $ 0 $ 17,973 $ 0 $ 6,226
To the Limited Partners 1,751,115 1,779,283 1,993,872 616,378
----------- ----------- ----------- -----------
$ 1,751,115 $ 1,797,256 $ 1,993,872 $ 622,604
=========== =========== =========== ===========
Per limited partnership
unit (3,464,700 outstanding) $.51 $.52 $.58 $.18
----------- ----------- ----------- -----------
Statements of Cash Flows
For the nine months ended September 30, 1996 1995
Cash Flows From Operating Activities:
Net income $ 1,993,872 $ 622,604
Adjustments to reconcile net income to net cash
provided by operating activities:
Rental income from replacement escrow (4,258,717) (4,066,337)
Depreciation and amortization 5,193,591 5,320,335
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Due from hotel managers, net (34,415) (25,296)
Rent receivable (84,891) (290,972)
Accounts payable and accrued expenses (5,618) (19,964)
Due to affiliates (1,418) 3,615
Mortgage loans interest payable 604,904 616,662
Deferred management fees 0 285,086
Deferred interest payable 0 332,877
----------- -----------
Net cash provided by operating activities 3,407,308 2,778,610
----------- -----------
Cash Flows From Investing Activities:
Proceeds from restricted cash 297,520 398,171
Proceeds from replacement reserve receivable 3,065,559 3,427,280
Additions to real estate, net (3,363,079) (3,825,451)
----------- -----------
Net cash used for investing activities 0 0
----------- -----------
Cash Flows From Financing Activities:
Funding of loan reserve 0 (3,598,112)
Net interest from restricted cash - loan reserve 5,937 0
Deferred charges - refinancing costs 0 (1,214,752)
Principal payments on mortgage loans payable (1,060,649) (747,883)
----------- -----------
Net cash used for financing activities (1,054,712) (5,560,747)
----------- -----------
Net increase (decrease) in cash and cash equivalents 2,352,596 (2,782,137)
Cash and cash equivalents, beginning of period 1,004,565 3,409,299
----------- -----------
Cash and cash equivalents, end of period $ 3,357,161 $ 627,162
=========== ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 4,875,341 $ 5,181,960
----------- -----------
Supplemental Disclosure of Noncash Financing Activities:
Loan refinancing costs of $641,870 were funded through accounts payable and
refinancing fee payable in 1995.
Notes to the Financial Statements
The unaudited financial statements should be read in conjunction with the
Partnership's annual 1995 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, 1996 and the results of operations and cash flows
for the nine months ended September 30, 1996 and 1995 and the statement of
partner's capital for the nine months ended September 30, 1996. Results of
operations for the periods are not necessarily indicative of the results to be
expected for the full year.
The following significant event has occurred subsequent to fiscal year 1995,
which requires disclosure in this interim report per Regulation S-X, Rule
10-01, Paragraph (a)(5).
Promissory Note
On October 18, 1996, the Partnership entered into a loan agreement and executed
a promissory note in an amount up to $1,100,000 (the "Note") with Marriott
International Capital Corporation (the "Lender"). The purpose of such
financing was to provide the Partnership with the required capital to implement
certain upgrades to furniture, fixtures and equipment ("FF&E") and to make
certain non-structural repairs and renovations (collectively, the
"Renovations") at the St. Louis Hotel. The Lender will fund to the Partnership
from time-to- time amounts necessary (up to the maximum amount of the Note) to
complete the Renovations at the St. Louis Hotel.
The Partnership has directed Marriott Hotel Services, Inc., the St. Louis
Hotel's tenant, to make payments on behalf of the Partnership solely from the
St. Louis Hotel's FF&E Replacement Reserve account in an amount equal to
$61,986 per period commencing with the second accounting period in fiscal 1997
until the maturity of the Note. The Note bears interest at a rate of 9% per
annum on all outstanding amounts and can be prepaid by the Partnership
without premium or penalty. Marriott Hotel Services, Inc. will fund all
interest payments into the FF&E Replacement Reserve account prior to making any
interest payments to the Lender. Consequently, the increased payment from the
tenant will offset the interest as if this had been an interest-free loan.
Part I, Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital
Resources On June 28, 1995 (the "Effective Date"), the Partnership refinanced
and amended its $80,438,000 mortgage loans payable and the $2,531,417 revolving
credit loans payable (collectively, the "Loan") with The Equitable Life
Assurance Society of the United States ("Equitable"), and terminated its Asset
Management Agreement with Equitable Real Estate Investment Management, Inc.
("EREIM"). The Loan, which matured on June 2, 1995, was extended under the
existing terms to the Effective Date. At closing, the Partnership made a
$500,000 principal payment, and the Loan was consolidated into a new mortgage
loan with Equitable totaling $82,469,417 (the "New Mortgage"). The New
Mortgage is collateralized by four separate deeds of trust with respect to the
Hotels and has a term of five years.
Under the terms of the New Mortgage, the Partnership is required to make
monthly payments of principal and interest in the amount of $741,999 at a fixed
rate of 9% per annum based on a 20-year amortization term. Payments commenced
on August 1, 1995 and continue until maturity on June 2, 2000, at which time
the entire outstanding principal balance is due. The New Mortgage may be
prepaid in whole or in part at any time prior to June 2, 1998 in connection
with a sale or refinancing of one or more of the Hotels without paying a
prepayment premium. Subsequent to June 2, 1998, prepayment of the New Mortgage
will be subject to a prepayment premium as set forth in the New Mortgage
agreement.
As a condition of the New Mortgage, the Partnership entered into an escrow
agreement with Equitable requiring the Partnership to provide additional
collateral for the New Mortgage (the "Loan Reserve"). As of September 30,
1996, the Loan Reserve balance was maintained at $2.5 million, and there were
no defaults on the New Mortgage. The Loan Reserve may be used by the
Partnership to meet Marriott's request for additional funds for furniture,
fixtures and equipment ("FF&E") or building additions or expansions in excess
of those available in the Hotels' reserve accounts. In each case, Marriott is
obligated to contribute a portion of such funds.
At September 30, 1996, the Partnership's real estate, at cost, was
$142,332,262, compared to $138,969,183 at December 31, 1995. The increase is
due to improvements completed at all of the Hotels, including room renovations
at the Tan-Tar-A and St. Louis Hotels.
The Partnership's cash balance is invested in an interest- bearing account and
is used as a working capital reserve for operating expenses, debt service and
Partnership liabilities. At September 30, 1996, the Partnership had cash and
cash equivalents of $3,357,161, compared to $1,004,565 at December 31, 1995.
The increase is primarily due to net cash provided by operating activities
exceeding cash used for financing activities, largely due to the accrual of the
September 1996 debt service payment.
A reserve account for each of the Hotels has been established to cover certain
costs of improvements, replacements, refurbishments and renewals, as well as
FF&E upgrades. For the Los Angeles, St. Louis and Tan-Tar-A Hotels, the
reserve is maintained on behalf of the Partnership at each Hotel and is
classified as "Replacement reserve receivable" on the Partnership's balance
sheet. Replacement reserve receivable increased from $3,478,655 at
December 31, 1995 to $3,998,414 at September 30, 1996 due to contributions to
the reserve exceeding expenditures. For the Nashville Hotel, the reserve is
held by the Partnership and is classified as "Restricted cash" on the
Partnership's balance sheet. Restricted cash increased to $1,201,316 at
September 30, 1996, compared to $825,437 at December 31, 1995 as a result of
contributions to the reserve exceeding expenditures. Rent receivable increased
from $684,266 at December 31, 1995 to $769,157 at September 30, 1996 due to
the timing of payments.
On October 18, 1996, the Partnership entered into a loan agreement and executed
a promissory note in an amount up to $1,100,000 (the "Note") with Marriott
International Capital Corporation (the "Lender"). The purpose of such
financing was to provide the Partnership with the required capital to implement
certain upgrades to furniture, fixtures and equipment ("FF&E") and to make
certain non-structural repairs and renovations (collectively, the
"Renovations") at the St. Louis Hotel. The Lender will fund to the Partnership
from time-to- time amounts necessary (up to the maximum amount of the Note) to
complete the Renovations at the St. Louis Hotel.
The Partnership has directed Marriott Hotel Services, Inc., the St. Louis
Hotel's tenant, to make payments on behalf of the Partnership solely from the
St. Louis Hotel's FF&E Replacement Reserve account in an amount equal to
$61,986 per period commencing with the second accounting period in fiscal 1997
until the maturity of the Note. The Note bears interest at a rate of 9% per
annum on all outstanding amounts and can be prepaid by the Partnership
without premium or penalty. Marriott Hotel Services, Inc. will fund all
interest payments into the FF&E Replacement Reserve account prior to making any
interest payments to the Lender. Consequently, the increased payment from the
tenant will offset the interest as if this had been an interest-free loan.
At September 30, 1996, mortgage loans interest payable was $604,904, compared
to $0 at December 31, 1995. The increase is due to a difference in the timing
of interest payments.
Prior to 1994, cash distributions were paid on a quarterly basis from net cash
flow provided by operating activities to Unitholders based on the seasonal
performance of the Hotels. The General Partner suspended the payment of cash
distributions in the fourth quarter of 1994. This action was taken in order to
increase Partnership cash reserves to provide for the various costs of securing
replacement financing related to the maturity of the Partnership's outstanding
indebtedness in June 1995. Distributions will remain suspended until, at a
minimum, certain requirements are met under the terms of the New Mortgage. In
addition to the Loan Reserve requirement, the Partnership is also required,
among other things, to receive rents from the Hotels equal to, at a minimum,
110% of debt service for the previous consecutive 12 months before cash
distributions can be resumed. Since a significant portion of the Partnership's
cash reserves were depleted to cover costs associated with the refinancing and
establishing the Loan Reserve, the General Partner intends to utilize a portion
of future cash flow generated in excess of debt service requirements to
replenish the Partnership's working capital reserves. Once the Partnership's
debt service coverage requirements are met and the working capital reserves are
replenished, the General Partner will be in a position to evaluate the
Partnership's cash flow from operations, along with its future cash
requirements, to determine if cash distributions may be resumed at such time.
It is expected that future distributions, if any, would be reinstated on an
annual basis rather than the previous quarterly schedule.
The primary source of ongoing cash and liquidity is from rental revenue under
the operating leases and the Partnership's cash reserves. The Partnership
knows of no trends, demands, commitments, events or uncertainties, other than
the Partnership's cash requirements pursuant to the terms of the New Mortgage,
that will result in or that are reasonably likely to result in the
Partnership's liquidity increasing or decreasing in any material way, other
than the normal seasonal fluctuation in hotel operations which, in turn, causes
fluctuations in rental income throughout the year.
Results of Operations
For the nine-month period ended September 30, 1996, net cash provided
by operating activities was $3,407,308, compared with $2,778,610 for
the corresponding period in 1995. The increase is primarily due to the
increase in net income in 1996. For the three- and nine-month periods ended
September 30, 1996, the Partnership generated net income of $1,751,115 and
$1,993,872, respectively, compared with net income of $1,797,256 and $622,604
for the corresponding periods in 1995. The increase for the nine-month period
is due to an increase in rental operating profit and interest income, as well
as a decrease in total expenses. After adding back the non-cash items of
depreciation and amortization and subtracting the amount of rental income from
the FF&E replacement escrow, the Partnership had adjusted net operating income
of $1,866,253 and $2,928,746 for the three- and nine-month periods ended
September 30, 1996, respectively, compared with $1,900,256 and $1,876,602 for
the corresponding periods in 1995.
Total income for the three- and nine-month periods ended September 30, 1996 was
$5,315,461 and $12,810,422, respectively, compared with $5,341,933 and
$12,508,133 for the corresponding periods in 1995. The increase for the
nine-month period is due to higher rents from operating profit earned at the
St. Louis and Los Angeles Hotels, higher rent from replacement escrow and, to a
lesser extent, higher interest income. Rent from replacement escrow, which is
calculated as a percentage of the Hotels' gross revenues, increased to
$1,586,659 and $4,258,717 for the threeand nine-month periods ended September
30, 1996, respectively, compared to $1,548,735 and $4,066,337 for the
corresponding periods in 1995. The increases are due to higher gross revenues
at the St. Louis and Los Angeles Hotels. Interest income totaled $96,052 and
$288,869 for the three- and nine-month periods ended September 30, 1996,
respectively, compared to $75,509 and $256,354, respectively, for the
corresponding periods in 1995. The increases are primarily attributable to
higher loan reserve and restricted cash balances in 1996.
Total expenses for the three- and nine-month periods ended September 30, 1996
were $3,564,346 and $10,816,550, respectively, compared to $3,544,677 and
$11,885,529 for the corresponding periods in 1995. The decline for the
nine-month period is due primarily to decreases in interest expense,
depreciation and amortization, general and administrative expenses, and asset
management fees. Asset management fees were eliminated as a result of the
termination of the Asset Management Agreement. Interest expense decreased to
$1,817,766 and $5,480,245, respectively, for the three- and nine-month periods
ended September 30, 1996, compared to $1,852,777 and $6,131,499 for the
corresponding periods in 1995. The decrease is due to the terms of the New
Mortgage which requires principal amortization and a lower interest rate than
the original mortgage loan. The decrease also is due to the consolidation of
the previous revolving credit loans into the New Mortgage and termination of
interest accruals on the unpaid fees due under the Asset Management Agreement.
General and administrative expenses totaled $25,826 and $94,475, respectively,
for the three- and nine-month periods ended September 30, 1996, compared with
$33,699 and $112,745 for the corresponding periods in 1995. The decrease is
due primarily to the 1995 payment of the Los Angeles Commercial Rent Tax, which
was partially offset by higher Partnership accounting and administrative
expenses being recognized in 1996.
The following table summarizes the Hotels' performance for the period from
January 1 to September 6 of the indicated years (i.e., the first nine Marriott
accounting periods):
1996 1995 % Change
Weighted Average Occupancy 80.2% 78.7% 1.9
Weighted Average Room Rate $ 88.68 $ 85.48 3.7
Total Hotel Sales $ 82,078,485 $ 78,423,888 4.7
Hotel Operating Profit $ 13,969,195 $ 12,757,670 9.5
Rent Earned by the Partnership
(for the nine-month period
ended September 30) $ 8,262,836 $ 8,185,442 0.9
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, 1996.
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.
HOTEL PROPERTIES L.P.
BY: EHP/GP INC. General Partner
Date: November 14, 1996
BY: /s/ Jeffrey C. Carter
Director, President and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Sep-30-1996
<CASH> 7,091,158
<SECURITIES> 0
<RECEIVABLES> 5,336,655
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 142,332,262
<DEPRECIATION> (45,561,681)
<TOTAL-ASSETS> 110,418,833
<CURRENT-LIABILITIES> 666,375
<BONDS> 80,653,868
<COMMON> 0
0
0
<OTHER-SE> 22,649,400
<TOTAL-LIABILITY-AND-EQUITY> 110,418,833
<SALES> 0
<TOTAL-REVENUES> 12,810,422
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,336,305
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,480,245
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,993,872
<EPS-PRIMARY> .58
<EPS-DILUTED> .58
</TABLE>
