SONESTA INTERNATIONAL HOTELS CORP
10-Q, 1996-08-09
HOTELS & MOTELS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the Quarterly period ended June 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 0-9032

                    SONESTA INTERNATIONAL HOTELS CORPORATION
             (Exact name of registrant as specified in its charter)

          NEW YORK                                             13-5648107

(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)
                     200 Clarendon Street, Boston, MA 02116
- -------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)
                                  617-421-5400
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

- -------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         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 ____
                                             ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Section 12, 13 or 15 (d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ____ No ____

                     APPLICABLE ONLY TO CORPORATE ISSURERS:

                  Number of Shares of Common Stock Outstanding
                     as of August 5, 1996 -- $.80 par value,
                              Class A -- 2,070,015


<PAGE>


                                                                       FORM 10-Q


                     Part I - Item 1. Financial Information


                    SONESTA INTERNATIONAL HOTELS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                 June 30, 1996 (Unaudited) and December 31, 1995

<TABLE>
<CAPTION>
                                                                                                          (in thousands)
                                                                                                June 30              December 31
                                                                                                 1996                    1995
                                                                                        ------------------------       -----------
<S>                                                                                            <C>                    <C>     
ASSETS
Current assets:
  Cash and cash equivalents                                                                    $  1,101               $  3,370
  Accounts and notes receivables:
       Trade, less allowance of  $94,000
          ($98,000 at December 31, 1995) for doubtful accounts                                    5,103                  5,098
        Interest receivable                                                                         139                    145
        Other                                                                                       964                    828
                                                                                               ---------                --------
             Total accounts and notes receivable                                                  6,206                  6,071
  Current portion of deferred taxes                                                                 301                    400
  Inventories                                                                                       751                    656
  Prepaid expenses                                                                                1,261                    496
                                                                                               ---------              ----------

                  Total current assets                                                            9,620                 10,993

Long-term receivables and advances                                                               12,652                 13,544

Investments in hotels                                                                             6,692                  6,341

Property and equipment, at cost:
   Land                                                                                           2,221                  2,202
   Buildings                                                                                     39,776                 39,611
   Furniture and equipment                                                                       16,867                 15,096
   Leasehold improvements                                                                           762                    700
                                                                                               --------                -------
                                                                                                 59,626                 57,609
   Less accumulated depreciation and 
       amortization                                                                              21,224                 19,247
                                                                                               --------                -------
              Net property and equipment                                                         38,402                 38,362
                                                                                               --------                -------
                                                                                               $ 67,366               $ 69,240
                                                                                               =======                 =======
</TABLE>

See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

                                                                       FORM 10-Q
                    SONESTA INTERNATIONAL HOTELS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                 June 30, 1996 (Unaudited) and December 31, 1995

<TABLE>
<CAPTION>
                                                                                   (in thousands)
                                                                                June 30    December 31
                                                                                  1996          1995
                                                                                ---------    ---------
<S>                                                                             <C>           <C>     
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable                                                              $   3,408     $    562
     Current portion of long-term debt and
          capitalized lease obligations                                            17,973        1,211
     Accounts payable                                                               3,393        5,380
     Federal, foreign and state income taxes                                          990          411
     Accrued liabilities:
         Salaries and wages                                                         1,364        1,782
         Rentals                                                                    2,783        5,270
         Interest                                                                     223          173
         Employee benefits                                                            769          982
         Other                                                                      1,358        1,056
                                                                                ----------      -------

                  Total accrued liabilities                                         6,497        9,263
                                                                                ----------     --------

                  Total current liabilities                                        32,261       16,827

Long-term debt                                                                      7,643       24,977

Capital lease obligations                                                              78          105

Deferred federal and state income taxes                                             2,278        2,381

Other non-current liabilities                                                       1,404        1,030

Redeemable preferred stock, $25 par value, at
    redemption value                                                                  294          294

Commitments and contingencies

Common stockholders' equity:
    Common stock:
        Class A, $.80 par value:
        Authorized--10,000,000 shares
        Issued--3,051,088 shares at stated value                                    3,488        3,488
    Retained earnings                                                              28,022       28,235
    Treasury shares--980,473 (979,851 at December 31, 1995), at cost               (8,102)      (8,097)
                                                                                ---------    ----------
              Total common stockholders' equity                                    23,408       23,626
                                                                                --------     ----------
                                                                                $  67,366     $ 69,240
                                                                                =========    ==========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       2

<PAGE>


                                                                       FORM 10-Q
                    SONESTA INTERNATIONAL HOTELS CORPORATION
                CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
                    (in thousands except for per share data)

<TABLE>
<CAPTION>
                                                       Three Months Ended                   Six Months Ended
                                                              June 30                           June 30
                                                              --------                           --------
                                                     1996                  1995          1996              1995
                                                     ----                  ----          ----              ----
<S>                                                  <C>                 <C>            <C>             <C>    
Revenues:
     Rooms                                           $ 9,724             $ 8,411        $18,054         $16,547
     Food and beverage                                 3,975               3,543          7,222           6,675
     Management, license and
          service fees                                 1,709               1,335          3,137           2,565
     Other                                             1,346               1,155          2,523           2,160
                                                 ------------          ---------     -----------        --------
                                                      16,754              14,444         30,936          27,947
                                                 ------------          ---------     -----------        --------
Costs and expenses:
     Costs and operating expenses                      6,830               5,823         13,006          11,260
     Advertising and promotion                         1,373               1,148          2,756           2,316
     Administrative and general                        2,819               2,270          5,509           4,539
     Human resources                                     378                 285            705             586
     Maintenance                                       1,191               1,020          2,361           2,041
     Rentals                                           1,491               1,286          3,200           3,484
     Property taxes                                       82                 306            352             610
     Depreciation and amortization                     1,028                 831          2,028           1,659
                                                  ------------          ---------     -----------        --------
                                                      15,192              12,969         29,917          26,495
                                                 ------------          ---------     -----------        --------

Operating income                                       1,562               1,475          1,019           1,452
Other income (deductions):
     Interest expense                                   (570)               (458)        (1,068)           (905)
     Interest income                                     286                 189            584             566
     Foreign exchange gain (loss)                        ( 1)                 --             (2)             13
     Equity in net income (loss) of hotels               265                (273)           249            (245)
     Gain on sales of assets                              26                   5            209             550
     Gain from casualty insurance                         --                 365             --             365
                                                 ------------          ---------     -----------        --------
                                                           6                (172)           (28)            344
                                                 ------------          ---------     -----------        --------

Income before income taxes                             1,568               1,303            991           1,796
Federal, foreign and state income
     tax provision                                       835                 436            888             595
                                                  ------------          ---------     -----------        --------

Net income                                               733                 867            103           1,201
Retained earnings at beginning
     of period                                        27,602              26,426         28,235          26,095
Cash dividends on preferred stock                         (3)                 (3)            (6)             (6)
Cash dividends on common stock                          (310)               (311)          (310)           (311)
                                                 ------------          ---------     -----------        --------
Retained earnings at end of period                   $28,022             $26,979        $28,022         $26,979
                                                 ============          =========     ===========        ========
Earnings per share of common stock                   $   .35             $   .42        $   .05         $   .58
                                                 ============          =========     ===========        ========
Weighted average number of shares
   outstanding                                         2,070               2,075          2,070           2,075
                                                 ============          =========     ===========        ========
</TABLE>




See accompanying notes to consolidated financial statements.

                                       3
<PAGE>




                                                                       FORM 10-Q
                    SONESTA INTERNATIONAL HOTELS CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                           Increase (Decrease) in Cash

<TABLE>
<CAPTION>
                                                                                (in thousands)
                                                                         Six Months Ended June 30
                                                                            1996           1995
                                                                           ------         ------
<S>                                                                      <C>            <C>    
Cash provided  (used) by operating activities
     Net income                                                          $   103        $ 1,201
Items not (providing) requiring cash
          Foreign exchange loss (gain)                                         2            (13)
          Pension expense                                                    302            290
          Depreciation and amortization                                    2,027          1,659
          Deferred federal income taxes benefit                               (4)          (568)
          Deferred interest income                                          (275)            --
          Gain on sales of assets                                           (209)          (550)
          Gain from casualty insurance                                        --           (365)
          Provision for doubtful accounts                                     19             13
          Equity in net (income) loss of hotels                             (248)           245
     Changes in assets and liabilities
          Accounts and notes receivable                                     (138)         1,155
          Refundable income taxes                                             --            959
          Inventories                                                        (95)            22
          Prepaid expenses                                                  (765)          (418)
          Accounts payable                                                (1,987)        (1,866)
          Federal, foreign and state income taxes                            580            394
          Accrued liabilities                                             (2,519)            80
                                                                       ---------        -------
             Cash provided (used) by operating activities                 (3,207)         2,238

Cash provided (used) by investing activities
     Proceeds from sales of assets                                            57             27
     Proceeds from casualty insurance                                         --            250
     Expenditures for property and equipment                              (2,079)        (1,521)
     Investments in hotels                                                  (102)          (578)
     New loans and advances                                                 (197)            --
     Payments received on long-term receivables
       and advances                                                        1,336            757
                                                                       ---------        --------
          Cash used by investing activities                                 (985)        (1,065)

Cash provided (used) by financing activities
     Changes in notes payable                                              2,844           (500)
     Payments on long-term debt                                             (551)          (401)
     Payments on capitalized lease obligations                               (49)           (48)
     Purchase of common stock                                                 (5)           (33)
     Cash dividends paid                                                    (317)          (318)
                                                                      ----------       ---------
          Cash provided (used) by financing activities                     1,922         (1,300)
     Gain from effect of exchange rate changes on cash                         1              7
                                                                   -------------       ---------
Net decrease in cash                                                      (2,269)          (120)
                                                                      ----------       ---------
Cash and cash equivalents at beginning of period                           3,370          3,669
                                                                     -----------      ----------
Cash and cash equivalents at end of period                                $1,101        $ 3,549
                                                                      ==========       ==========
</TABLE>

                                       4
<PAGE>


                                                                       FORM 10-Q


CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (continued)

         Supplemental Schedule of Interest and Income Taxes Paid
         Cash  paid for  interest  in the  1996  six-month  period  and the 1995
         six-month   period   was   approximately   $1,018,000   and   $903,000,
         respectively.  Cash paid for income taxes in the 1996 six-month  period
         was $312,000.  Net cash refunded for income taxes in the 1995 six-month
         period was $190,000.


See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


                                                                       FORM 10-Q

SONESTA INTERNATIONAL HOTELS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Operations

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of the  Company and all  foreign  and  domestic  subsidiaries.  In the
opinion of  management,  these  financial  statements  reflect all  adjustments,
consisting  of  normally  recurring  items,  necessary  to  present  fairly  the
financial  position of the Company at June 30, 1996 and December  31, 1995,  and
the results of its operations for the three and six month periods ended June 30,
1996 and 1995 and its cash flows for the six month  periods  ended June 30, 1996
and 1995, and should be read in conjunction with the 1995 Annual Report.

The results of operations  for these periods are not  necessarily  indicative of
the results for the full years.

In December 1994 Company  subsidiaries  entered into a partnership through which
it acquired a 50%  interest  in a building in New York City,  with the intent to
develop a hotel.  In October  1995,  the  Company  notified  its  partner of its
intention  not to proceed with the  development.  The  partnership  has sold its
interest in the  building,  and in July 1996 the  Company  received a payment of
$5,792,000,  which  consisted  of its  cash  investment  in the  partnership  of
$5,175,000,  and distribution of income of $617,000.  This income is included in
Equity in Net Income of Hotels in the  consolidated  statements of operations at
June 30, 1996.

On November 28, 1995, a  wholly-owned  subsidiary  of the Company  purchased the
Casablanca  Resort in Anguilla,  British West  Indies.  The Seller  restored all
damage done to the 100-room hotel property by Hurricane Luis in September  1995,
and the hotel  reopened as Sonesta Beach Resort  Anguilla in January  1996.  The
Company  has filed a claim for  business  interruption  insurance  proceeds as a
result of the hurricane as of March 1, 1996. No income  regarding  that claim is
included in the results of  operations  at June 30, 1996.  Also,  as part of the
transaction,  the  Company is  entitled  to a credit on the  purchase  price for
certain  expenses  related to the hotel property and  operations  until March 1,
1996. Included in Accounts Receivable-Other is an amount of $400,000 at June 30,
1996, for this credit. During the first quarter of 1996, the Company received an
assignment  of certain  expected  insurance  proceeds from the Seller to satisfy
this  receivable.  In the event such insurance  proceeds prove  insufficient  to
satisfy  this  receivable,  the  Company  has the right to deduct any  remaining
amounts from a loan from the Seller  which is due in November  1998 (see Note 4,
Long-Term Debt).

In the first quarter of 1996, the Company adopted Statement No. 121,  Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of. The Statement requires impairment losses to be recorded on long-lived assets
used  in  operations   when   indicators  of  impairment  are  present  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the assets'  carrying  amounts.  Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. The adoption of Statement
121 had no effect on the Company's  consolidated  balance sheet at June 30,1996,
and the result of operations  for the three and six month periods ended June 30,
1996.


                                       6
<PAGE>

                                                                       FORM 10-Q


SONESTA INTERNATIONAL HOTELS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.       Long-Term Receivables and Advances

                                                  (in thousands)
                                             June 30,         December 31, 
                                              1996               1995
                                            ----------------- -----------------
The Sonesta Beach Resort,
    Key Biscayne, Florida:
    Second mortgage receivable,
       14-1/2% interest (of which
       11% is payable quarterly and
       3-1/2% deferred until  maturity)
       due 12/31/97 (a)                        $ 5,000             $ 5,000
    Deferred interest receivable                 2,306               2,306
    $6,500,000 fourth mortgage
       receivable, 10% simple interest
       due 12/31/04, net of $5,500,000
       reserve (a)                               1,000               1,000
    Loans to owner (b)                           3,731               4,472
Sharm el Sheikh (c)                                130                 370
Other                                              567                 408
                                             ----------             -------
        Total long-term receivables            $12,734             $13,556
        Less:  current portion                      82                  12
                                             ----------             -------
        Net long-term receivables              $12,652             $13,544
                                               =======             =======


(a)      The Company's  mortgage  notes  receivable  are  subordinate to a first
         mortgage of  $22,431,000  at June 30, 1996.  The  maturity  date of the
         first mortgage loan is October 1, 2000. The Company has not recorded as
         income the deferred  portion of interest on the second  mortgage  since
         July 1, 1992.


(b)      Under five  separate  agreements,  a subsidiary  of the Company  loaned
         $5,475,000 to the hotel's owner during 1993 and 1994.  These loans earn
         interest  at rates  ranging  from the prime  rate to 14 1/2%.  Of these
         loans,  an amount of  $2,684,000,  and  interest  thereon is secured by
         second  and  third  mortgages  on the  hotel  property.  Principal  and
         interest are payable out of hotel cash flow remaining  after payment of
         first and second mortgage interest,  and a payment to the hotel's owner
         equal to 3/4 of 1% of revenues of the hotel.

                                       7

<PAGE>

                                                                       FORM 10-Q



SONESTA INTERNATIONAL HOTELS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



(c)      A  subsidiary  of the Company  has loaned  $800,000 to the owner of the
         Sonesta  Beach Resort,  Sharm el Sheikh which opened in May 1994.  This
         receivable  earns interest at an annual rate of ten percent.  Principal
         and interest are payable in 18 monthly  installments  out of hotel cash
         flow  following  the  opening  of the hotel.  During  1995 and 1996 the
         company received  payments of $670,000,  reducing the principal balance
         to $130,000 at June 30, 1996.

In  connection  with its Key Biscayne  notes  receivable,  the Company  recorded
interest  income of $550,000  during the six month period  ending June 30, 1996.
During the same period, cash payments received were $1,291,000.



3.       Borrowing Arrangements

The Company has a $2,000,000 line of credit which expires on September 30, 1996.
This line of credit  bears  interest  at the prime  rate.  The terms of the line
require a certain  minimum net worth, a minimum amount of  unrestricted  cash or
available  credit  lines  during part of each  calendar  year,  and approval for
additional  borrowings by the Company.  The Company  anticipates  that this line
will be renewed.  The balance  outstanding  under this line at June 30, 1996 was
$1,391,042.

A subsidiary  of the Company has a  $5,000,000  line of credit which will expire
December  31,  1997.  The terms of the loan require  certain  minimum  levels of
earnings and net worth,  limit cash  dividends  and  purchases of the  Company's
stock,  and  specify a maximum  defined  debt to net  worth  ratio.  The loan is
secured by the  Company's  leasehold  interest in the Royal Sonesta  Hotel,  New
Orleans,  and by a Company guaranty.  The interest rate is prime less one-eighth
percent,  and the  commitment  fee on the unused portion of the line is .65% per
annum. The balance outstanding under this line at June 30, 1996 was $1,500,000.


A foreign  subsidiary  has an  operating  line of credit of  $500,000,  which is
guaranteed  by the  Company.  The  interest  rate is at the prime  rate plus one
percentage point. This line of credit is subject to periodic review by the bank.
This line was fully utilized at June 30, 1996.

                                       8
<PAGE>

                                                                       FORM 10-Q


SONESTA INTERNATIONAL HOTELS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.       Long-Term Debt

                                                       (in thousands)
                                            -----------------------------------
                                               June 30,       December 31,
                                                 1996             1995
                                            -----------------------------------
Charterhouse of Cambridge Trust:
  First mortgage notes (a)                       $17,535          $17,936
Sonesta Hotels of Anguilla, Ltd:
  First mortgage notes (b)                         4,840            4,990
  Note from Seller (c)                             1,000            1,000
Sonesta Curacao Hotel Corporation, N.V.:
  Bank term loan (d)                               2,000            2,000
Other                                                214              188
                                                 ---------       --------
                                                  25,589           26,114
Less current portion of long-term debt            17,946            1,137
                                                --------         --------
Total long-term debt                             $ 7,643          $24,977
                                                ========         ========


(a)      The  loan is  secured  by a first  mortgage  and  first  lien  security
         interest on the Royal Sonesta Hotel Boston (Cambridge)  property.  This
         property  is  included  in  fixed   assets  at  a  net  book  value  of
         approximately  $18,400,000 at June 30,1996.  In addition,  the stock of
         Sonesta  of  Massachusetts,  Inc.  and the  shares of  Charterhouse  of
         Cambridge  Trust have been pledged as security  for the  mortgage  loan
         along with an unconditional  assignment of the lease. The loan requires
         monthly principal payments of $66,777, and the remaining balance is due
         at  maturity  in April  1997.  Interest  on the loan is two  percentage
         points  over the LIBOR  rate.  The  interest  rate at June 30, 1996 was
         7-7/16%.

(b)      The loan is secured by a first  mortgage  on the Sonesta  Beach  Resort
         Anguilla  property,  and an  assignment  to the  Lender of the  hotel's
         furniture,  fixtures and  equipment.  The property is included in fixed
         assets at a net book value of $8,900,000 at June 30, 1996. In addition,
         an amount of  $1,000,000  is  secured by a Company  guaranty.  The loan
         requires minimum  principal  payments of $300,000 in 1996,  $425,000 in
         1997 and  $550,000  in each of the years  1998 and 1999.  In  addition,
         principal  payments  are  required  equal to 25% of the hotel's  annual
         excess cash flow, as defined.  The balance is due on March 1, 2000. The
         interest rate on the loan is LIBOR plus 2 1/4  percentage  points.  The
         interest rate at June 30, 1996 was 7-3/4%.


                                       9

<PAGE>

                                                                       FORM 10-Q



SONESTA INTERNATIONAL HOTELS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


(c)      This loan from the Seller of the Sonesta Beach Resort Anguilla is for a
         three year period ending November 28, 1998. The interest rate is 8% per
         annum.  No principal  payments are due during the term of the loan. The
         Company  has the right to offset  certain  receivables  from the Seller
         from this loan (see Note 1 -- Operations).

(d)      This loan was for a three year period  ending April 30,  1997,  but has
         been  extended  for a further  period of two  years by the  Lender.  No
         principal  payments are required during the term. The interest rate was
         9.75% at June 30, 1996, and is subject to periodic  review by the bank.
         This loan may be  prepaid on 60 days  notice.  The loan is secured by a
         Company  guaranty,  and by an  assignment  of the right to receive fees
         under the  management  agreement  for the Sonesta Beach Hotel & Casino,
         Curacao.


5.       Hotel Costs and Operating Expenses

Hotel costs and operating expenses in the accompanying  Consolidated  Statements
of Operations are summarized below:

<TABLE>
<CAPTION>
                                                       (in thousands)
                                      Three Months Ended         Six Months Ended
                                               June 30               June 30
                                               --------             --------
                                       1996          1995         1996          1995
                                      ----          ----         -----          ----
<S>                                  <C>           <C>            <C>           <C>    
Direct departmental costs
     Rooms                           $2,285        $2,042         $ 4,399       $ 3,976
     Food and beverage                3,180         2,712           6,024         5,244
     Other                              798           633           1,460         1,220
                                     --------      --------        -------       -------
                                      6,263         5,387          11,883        10,440

     Heat, light and power              567           436           1,123           820
                                     --------     --------        --------     ----------
                                     $6,830        $5,823         $13,006       $11,260
                                    =======       =======        =========     ==========
</TABLE>


Direct  departmental  costs include payroll expenses and related payroll burden,
the cost of food and beverage consumed and other departmental costs.


                                       10
<PAGE>


                                                                       FORM 10-Q



SONESTA INTERNATIONAL HOTELS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.       Federal, Foreign and State Income Tax

The provision for income taxes in the  accompanying  Consolidated  Statements of
Operations is summarized below:

                                                  (in thousands)
                                             Six Months Ended June 30
                                              1996              1995
                                             ------            ------
Deferred United States income tax benefit     $  (4)           $  (568)
Current United States income tax (benefit)      705               (150)
Current foreign income tax                       87              1,207
Current state income tax                        100                106
                                          ---------         ----------
                                              $ 888            $   595
                                          =========         =========




                                       11


<PAGE>


                                                                       FORM 10-Q


                                 Part I - Item 2


MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL 
CONDITION



FIRST SIX MONTHS 1996 COMPARED TO 1995


REVENUES

Total  revenues for the six month  period  ended June 30, 1996 were  $30,936,000
compared to $27,947,000 in 1995, an increase of approximately $2,989,000.

The Company's Boston  (Cambridge) hotel had increased  revenues in the six month
period ended June 30, 1996 of approximately  $879,000,  primarily  because of an
11% increase in average room rates. The Company's New Orleans hotel had a slight
increase in  revenues  of  $204,000 in the first six months of 1996  compared to
1995.  The Company's  Sonesta Beach Resort  Anguilla,  which opened January 18th
1996,  had revenues of  $1,312,000  during the six month period  ending June 30,
1996. The remaining revenue increase of $594,000 was primarily from increases in
management  and service fee income,  in particular  from the  Company's  managed
hotels in New Orleans, Sharm El Sheikh, Egypt, and Bermuda.


OPERATING INCOME

Operating  income for the six month  period  ended June 30, 1996 was  $1,019,000
compared to operating  income of $1,452,000 in 1995, a decrease of approximately
$433,000.

The  Company's  Anguilla  Resort had an operating  loss of  $1,242,000  from the
opening on January 18, 1996 until June 30, 1996.  The Boston  (Cambridge)  hotel
had an increase in operating income of $637,000,  primarily because of increased
revenues of  $879,000.  The Boston  (Cambridge)  hotel's  operating  income also
benefitted from a refund for prior years real estate taxes,  after expenses,  of
approximately  $180,000.  The New Orleans hotel's  operating income increased by
$76,000  during the six month period ending June 30, 1996.  Operating  loss from
management  activities  and other  sources  decreased  by  $96,000,  because  of
increased  revenues of  $594,000,  which  exceeded  the  increase in expenses of
$498,000 related to these activities.

OTHER INCOME (DEDUCTIONS)

Interest  expense  during the first six months of 1996  increased  by  $163,000,
primarily due to interest on the additional  indebtedness related to the Sonesta
Beach Resort Anguilla, which the Company purchased in November 1995.

Interest  income  during  the first  six  months of 1996  increased  by  $18,000
compared to 1995.  Interest  income on the  Company's  Key Biscayne  receivables
increased by $275,000 in 1996. The 1995 period included  interest  received on a
federal  income tax refund,  and higher  interest  income on the Company's  cash
balances, reducing the increase to $18,000.

Equity in net income of hotels includes income of $617,000 in the second quarter
of 1996 related to its  investment in a hotel project in New York City (see Note
1 -- Operations).

                                       12

<PAGE>

                                                                       FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL 
CONDITION  (CONTINUED)


The  Company's  equity in net loss of the Sonesta  Beach Hotel & Casino  Curacao
increased by $123,000 in the 1996 six month period compared to 1995.

The 1995 period includes a pre-tax gain of approximately $535,000 related to the
sale of the Amsterdam Sonesta Hotel in 1991.

The gain from  casualty  insurance  in 1995 was a result of a flood claim in May
1995 at the Company's Royal Sonesta Hotel New Orleans.


SECOND QUARTER 1996 COMPARED TO 1995


REVENUES

Total  revenues  for the  second  quarter  1996  were  $16,754,000  compared  to
$14,444,000 in 1995, an increase of approximately $2,310,000.

The  Company's  Boston  (Cambridge)  hotel had  increased  revenues  in the 1996
quarter  of  approximately  $465,000,  primarily  because of a 10%  increase  in
average room rates.  The Company's New Orleans hotel  experienced an increase in
revenues of approximately $761,000 in the second quarter of 1996 compared to the
same period in 1995,  which was  primarily  due to an 8%  increase in  occupancy
levels and a 6% increase in average  room rates.  The  Company's  Sonesta  Beach
Resort  Anguilla,  which opened on January 18th 1996, had revenues in the second
quarter of $727,000.  The remaining  revenue  increase of $357,000 was primarily
from increases in management and service fee income.

OPERATING INCOME

Operating  income for the three month period ended June 30, 1996 was $1,562,000,
compared  to  operating  income of  $1,475,000  in the same  period in 1995,  an
increase of approximately $87,000.

The Boston  (Cambridge)  hotel had an increase in  operating  income of $401,000
compared to 1995. This was due to increased  revenues of $465,000,  reduced real
estate taxes due to a refund for prior year taxes of $180,000,  partially offset
by increased  expenses,  primarily  cost and  operating,  of  $244,000.  The New
Orleans hotel increased  operating income during the second quarter by $251,000,
due to  increased  revenues  of $761,000  and  increased  operating  expenses of
$510,000.  The Company's  Sonesta Beach Resort Anguilla had an operating loss of
$700,000  during the second quarter of 1996. The operating loss from  management
and other sources  decreased by $135,000,  primarily because of increased income
$357,000, partially offset by increased expenses of $222,000.

OTHER INCOME (DEDUCTIONS)


Interest  expense  increased  by  $112,000  during  the  second  quarter of 1996
compared  to 1995,  primarily  due to interest  on the  additional  indebtedness
related to the Sonesta  Beach Resort  Anguilla,  which the Company  purchased in
November 1995.

                                       13

<PAGE>

                                                                       FORM 10-Q


MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL 
CONDITION  (CONTINUED)


Interest income  increased by $97,000 during the  three-month  period ended June
30,  1996,  compared  to the same  period  the  year  before,  primarily  due to
increased interest income on the Company's Key Biscayne receivables in 1996.

Equity in net income of hotels  increased  by $538,000 in the second  quarter of
1996 compared to 1995, because of income of $617,000 from the Company's New York
hotel project (see Note 1,  Operations),  and an increase in the Company's share
of the losses of Sonesta Beach Hotel & Casino, Curacao of $79,000.

The gain from  casualty  insurance of $365,000 in the 1995 second  quarter was a
result of a flood claim at the Company's Royal Sonesta Hotel New Orleans.


LIQUIDITY AND CAPITAL RESOURCES

At June  30,  1996  the  Company  has a  negative  working  capital  balance  of
approximately  $22,641,000.  Current  liabilities  include the mortgage  note of
$17,535,000 on the Company's Boston  (Cambridge)  hotel,  which matures in April
1997. The Company expects to find replacement  financing for this loan.  Current
liabilities also include the accrual of 1996 percentage rent due under the lease
for the Royal Sonesta Hotel in New Orleans of  $2,783,000.  This rent is payable
in March 1997, and will be paid from available cash and/or  borrowings under the
Company's lines of credit.

In July 1996,  the Company  received  $5,792,000  as a result of the sale of its
interest in a hotel project in New York City (see also Note 1 -- Operations).

The Company believes that is present cash balances,  the  above-mentioned  sales
proceeds,  and the  expected  cash flow  generated  during the  remainder of the
calendar year 1996, will be adequate to meet all of its obligations.


FEDERAL, FOREIGN AND STATE INCOME TAXES

The provision for income taxes in 1996 is higher than the statutory  rate due to
losses from the Company's  foreign  subsidiary  which operates the Sonesta Beach
Resort Anguilla, B.W.I., which are not deductible for U. S. income taxes.


                           PART II - Other Information


Item Numbers 1, 2, 3, 4, 5 and 6


Not applicable during the quarter ended June 30, 1996.


                                       14
<PAGE>


                                                                       FORM 10-Q





                                    SIGNATURE


            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.


              SONESTA INTERNATIONAL HOTELS CORPORATION


            By:   /S/
                  --------------------------------------
                  Boy van Riel
                  Vice President and Treasurer

                  (Authorized to sign on behalf of the Registrant as Principal
                  Financial Officer)

                  DATE:    August 9, 1996




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<PERIOD-START>                            JAN-01-1996
<PERIOD-END>                              JUN-30-1996
<CASH>                                          1,101
<SECURITIES>                                        0
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<TOTAL-ASSETS>                                 67,366
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                               0
                                       294
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<INTEREST-EXPENSE>                              1,068
<INCOME-PRETAX>                                   991
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<EPS-PRIMARY>                                     .05
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