FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended March 31, 1995 -------------- Commission file number 33-11096 -------------- CRI HOTEL INCOME PARTNERS, L.P. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 52-1500621 - ---------------------------------------- ---------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization No.) 11200 Rockville Pike, Rockville, Maryland 20852 - ----------------------------------------- ---------------------------------- (Address of principal executive officer) (Zip Code) (301) 468-9200 - -------------------------------------------------------------------------------- (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 and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at March 31, 1995 - --------------------------------- -------------------------------------------- (Not applicable) (Not applicable) CRI HOTEL INCOME PARTNERS, L.P. INDEX TO FORM 10-Q FOR THE QUARTER ENDED March 31, 1995 Page PART I. Financial Information (Unaudited) Item 1. Financial Statements Balance Sheets - March 31, 1995 and December 31, 1994 . . . . . . . . . . . . 1 Statements of Income - for the three months ended March 31, 1995 and 1994 . . . . . . . . 3 Statement of Changes in Partners' Capital (Deficit) - for the three months ended March 31, 1995 . 5 Statements of Cash Flows - for the three months ended March 31, 1995 and 1994 . . . . . . . . 6 Notes to Financial Statements . . . . . . . . . 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . 11 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K . . . . . . . 15 Signature . . . . . . . . . . . . . . . . . . . . . . . 16 PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS -------------------- CRI HOTEL INCOME PARTNERS, L.P. BALANCE SHEETS ASSETS March 31, December 31, 1995 1994 ------------ ------------ (Unaudited) Property and equipment - at cost Land $ 1,574,490 $ 1,574,490 Buildings and site improvements 13,112,968 13,112,968 Furniture, fixtures and equipment 4,220,949 4,194,226 Leasehold improvements 1,382,000 1,382,000 ------------ ------------ 20,290,407 20,263,684 Less: accumulated depreciation and amortization (7,090,545) (6,891,531) ------------ ------------ 13,199,862 13,372,153 Asset held for sale 1,135,998 1,135,556 Cash and cash equivalents 638,767 537,352 Working capital reserve 115,000 150,000 Receivables, reserve for replacements and other assets 820,700 727,480 Acquisition fees, principally paid to related parties, net of accumulated amortization of $244,424 and $235,923, respectively 775,680 784,181 Property purchase costs, net of accumulated amortization of $43,323 and $41,804, respectively 138,944 140,463 ------------ ------------ Total assets $ 16,824,951 $ 16,847,185 ============ ============ The accompanying notes are an integral part of these financial statements. -1- PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS -------------------- CRI HOTEL INCOME PARTNERS, L.P. BALANCE SHEETS LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) March 31, December 31, 1995 1994 ------------ ------------ (Unaudited) Distributions payable $ 452,059 $ 452,059 Accounts payable and accrued expenses 225,333 184,953 Hotel trade payables 295,114 390,541 Accrued salaries and wages 68,039 76,435 Building lease payable 94,202 91,608 Sales tax payable 93,727 66,763 Accrued management fees 41,205 95,797 Accrued property taxes 123,033 65,722 ------------ ------------ 1,392,712 1,423,878 ------------ ------------ Notes payable 7,021,121 6,865,486 ------------ ------------ Total liabilities 8,413,833 8,289,364 ------------ ------------ Commitments and contingencies Partners' capital (deficit): General Partner (221,608) (218,674) Beneficial Assignee Certificates (BACs) Series A; 868,662 BACs issued and outstanding 8,632,726 8,776,495 ------------ ------------ Total partners' capital 8,411,118 8,557,821 ------------ ------------ Total liabilities and partners' capital $ 16,824,951 $ 16,847,185 ============ ============ The accompanying notes are an integral part of these financial statements. -2- PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS -------------------- CRI HOTEL INCOME PARTNERS, L.P. STATEMENTS OF INCOME (Unaudited) For the three months ended March 31, ------------------------------- 1995 1994 ------------ ------------ Revenue: Rooms $ 2,581,847 $ 2,466,907 Rental and other 109,070 99,216 Telephone 104,849 124,779 Food 13,793 11,428 Interest and other income 5,737 1,332 ------------ ------------ Total revenue 2,815,296 2,703,662 ------------ ------------ Expenses: Rooms 686,026 618,532 General and administrative 307,155 325,099 Marketing 247,678 237,579 Depreciation and amortization 212,989 266,691 Property operations and maintenance 151,966 138,183 Energy 144,809 149,351 Property taxes 150,368 141,048 Building lease expense 229,477 227,799 Management fees 97,932 93,999 Telephone 35,084 50,837 Rental and other 36,254 47,417 Base asset management fee, paid to related parties 26,250 26,250 Food and beverage 14,098 12,388 Professional fees 10,364 14,959 Miscellaneous, net 11,725 9,753 ------------ ------------ Total operating costs and expenses 2,362,175 2,359,885 ------------ ------------ Operating income 453,121 343,777 ------------ ------------ The accompanying notes are an integral part of these financial statements. -3- PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS -------------------- CRI HOTEL INCOME PARTNERS, L.P. STATEMENTS OF INCOME - Continued (Unaudited) For the three months ended March 31, ------------------------------- 1995 1994 ------------ ------------ Other income (expenses): Interest expense (155,635) (142,287) Cash flow guarantees 7,870 5,057 ------------ ------------ Total other expenses (147,765) (137,230) ------------ ------------ Net income $ 305,356 $ 206,547 ============ ============ Net income allocated to General Partner (2%) $ 6,107 $ 4,131 ============ ============ Net income allocated to BAC Holders (98%) $ 299,249 $ 202,416 ============ ============ Net income per BAC based on 868,662 BACs outstanding $ 0.34 $ 0.23 ============ ============ The accompanying notes are an integral part of these financial statements. -4- PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS -------------------- CRI HOTEL INCOME PARTNERS, L.P. STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) For the three months ended March 31, 1995 (Unaudited) Beneficial Assignee General Certificate Partner Holders Total --------- ------------ ------------ Balance, December 31, 1994 $(218,674) $ 8,776,495 $ 8,557,821 Distributions paid or accrued of $0.51 per BAC (9,041) (443,018) (452,059) Net income 6,107 299,249 305,356 --------- ------------ ------------ Balance, March 31, 1995 $(221,608) $ 8,632,726 $ 8,411,118 ========= ============ ============ The accompanying notes are an integral part of these financial statements. -5- PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS -------------------- CRI HOTEL INCOME PARTNERS, L.P. STATEMENTS OF CASH FLOWS (Unaudited) For the three months ended March 31, ---------------------------- 1995 1994 ------------ ------------ Cash flows from operating activities: Net income $ 305,356 $ 206,547 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 212,989 266,691 Accrued interest on notes payable 155,635 142,287 Changes in assets and liabilities: Increase in receivables and other assets, net (40,478) (254,340) Increase in accounts payable and accrued expenses 40,380 195,306 (Decrease) increase in hotel trade payables (95,427) 56,088 Decrease in accrued salaries and wages (8,396) (27,693) Increase (decrease)in building lease payable 2,594 (334,110) Increase in sales tax payable 26,964 36,829 Increase in accrued property taxes 57,311 58,457 (Decrease) increase in accrued management fees (54,592) 30,826 ------------ ------------ Net cash provided by operating activities 602,336 376,888 ------------ ------------ Cash flows from investing activities: Purchase of property and equipment (27,165) (25,633) Net deposits to reserve for replacements (56,697) (55,004) Decrease in working capital reserves 35,000 -- ------------ ------------ Net cash used in investing activities (48,862) (80,637) ------------ ------------ The accompanying notes are an integral part of these financial statements. -6- PART I. FINANCIAL INFORMATION --------------------- ITEM 1. FINANCIAL STATEMENTS -------------------- CRI HOTEL INCOME PARTNERS, L.P. STATEMENTS OF CASH FLOWS - Continued (Unaudited) For the three months ended March 31, ---------------------------- 1995 1994 ------------ ------------ Cash flows from financing activities: Distributions paid to BAC Holders and General Partner (452,059) (240,216) ------------ ------------ Net increase in cash and cash equivalents 101,415 56,035 Cash and cash equivalents, beginning of period 537,352 715,947 ------------ ------------ Cash and cash equivalents, end of period $ 638,767 $ 771,982 ============ ============ The accompanying notes are an integral part of these financial statements. -7- CRI HOTEL INCOME PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION In the opinion of CRICO Hotel Associates I, L.P. (the General Partner), the accompanying unaudited financial statements of CRI Hotel Income Partners, L.P. (the Partnership) contain all adjustments of a normal recurring nature necessary to present fairly the Partnership's financial position as of March 31, 1995 and December 31, 1994, and the results of its operations for the three months ended March 31, 1995 and 1994 and its cash flows for the three months ended March 31, 1995 and 1994. These unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. While the General Partner believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Partnership's Annual Report filed on Form 10-K for the year ended December 31, 1994. Certain amounts in the 1994 financial statements have been reclassified to conform to the 1995 presentation. 2. COMMITMENTS a. Hotel operations management agreements -------------------------------------- The Partnership entered into management agreements with Buckhead in connection with operations of the hotels. Each agreement was for an initial term of ten years, with a five-year renewal option. The agreements called for a base management fee of 2.5% of gross revenue from operations, a marketing fee of 1.5% of net room revenues, and a reservation fee of 2.3% of gross revenues from rental of hotel guest rooms. The agreements also called for incentive management fees generally equal to 25% of net cash flow available after payment of a preferred cash flow return to the Partnership equal to 11% of the aggregate purchase price for the hotels owned by the Partnership. On January 1, 1993, the management agreements between the Partnership and Buckhead were amended to extend the existing term of each agreement for an additional two to five years and increase the base management fee from 2.5% to 3.5% of gross revenue. The Partnership accepted these modifications to the management agreements in lieu of having the agreements terminated by Buckhead in the Bankruptcy. Had the Partnership contracted another management agent, costs (which would have included franchise fees currently not payable because of Buckhead's management of the hotels) were expected to exceed the increase in management fees. The amendments for the Clearwater Days Inn and the Scottsdale Days Inn included a modification to the method of calculating the incentive management fee. No incentive management fees were earned or paid for the first quarter of 1995 or 1994. These agreements were amended as part of the bankruptcy process. -8- CRI HOTEL INCOME PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited) 2. COMMITMENTS - Continued b. Ground lease agreement ---------------------- The Partnership entered into a lease with Vicorp Restaurants, Inc. (Vicorp) effective January 1991, for a portion of the Minneapolis Days Inn property to operate a restaurant (Baker's Square). Gross rental income pursuant to the lease agreement, which is included in rental and other revenue on the accompanying statements of income, was $12,192 and $11,780 for the three months ended March 31, 1995 and 1994, respectively. 3. DISTRIBUTIONS TO BAC HOLDERS The following distributions were paid or accrued to BAC Holders of record during the first quarters of 1995 and 1994: 1995 1994 Distributions to Distributions to BAC Holders BAC Holders ------------------- ----------------- Quarter Ended Total Per BAC Total Per BAC ------------- --------- ------- --------- ------- March 31 $ 443,018 $ 0.51 $ 349,557 $ 0.40 ========= ======= ========= ======= The distribution for the quarter ended March 31, 1995 is expected to be made on May 30, 1995. The General Partner anticipates the distribution for the quarter ended June 30, 1995 to range from $0.45 to $0.53 per BAC. Due to the expiration of the remaining cash flow guarantees during 1993, distributions are dependent on the net cash flow produced from hotel operations, net of Partnership expenses. The cash flow from certain hotels may be materially affected by changing market conditions and by seasonality. 4. RELATED PARTY TRANSACTIONS The Partnership, in accordance with the terms of the Partnership Agreement, is obligated to reimburse the General Partner or its affiliates for their direct expenses in connection with managing the Partnership. The Partnership paid or accrued $11,535 and $13,153 for the three months ended March 31, 1995 and 1994, respectively, to the General Partner or its affiliates as direct reimbursement of expenses incurred on behalf of the Partnership. Such reimbursements are included in general and administrative expense on the statements of income. The amount of the base asset management fee earned by the General Partner or its affiliates is equal to 0.50% of the weighted average balance of the adjusted partnership investment during the period, as defined in the Partnership Agreement. During each of the three-month periods ended March 31, 1995 and 1994, the Partnership paid or accrued a base asset management fee of $26,250. -9- CRI HOTEL INCOME PARTNERS, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited) 5. HOTEL OWNED BY THE PARTNERSHIP On October 20, 1994, a contract for the sale of the Kankakee hotel was signed. The sale is expected to be completed in 1995. Accordingly, the assets of this hotel are classified as an Asset Held for Sale on the balance sheets as of March 31, 1995 and December 31, 1994. The estimated sales price of the property of approximately $1.2 million is expected to generate sufficient proceeds to the Partnership to retire the purchase money note obligation of the Partnership with respect to such property. The sale, if completed as currently negotiated, is expected to result in a net financial statement loss and a net tax loss of approximately $600,000. As such, an additional reserve for loss on the sale of Kankakee of $400,000 was recognized in 1994. A reserve for loss on the sale of Kankakee of $200,000 was recognized in 1993, based on actual net cash flow and net cash flow projections for the property at that time. There is no assurance that the sale will occur as expected, as the prospective purchasers have not yet been able to obtain commitments for the full amount of the financing. On February 21, 1995 and May 10, 1995, the Partnership advanced $35,000 and $42,000, respectively, from the working capital reserves to the Kankakee hotel to fund the hotel's short-term working capital needs. These advances are expected to be repaid from sales proceeds of the Kankakee hotel, as discussed above. -10- PART I. FINANCIAL INFORMATION --------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- Financial Condition/Liquidity ------------------------------ CRI Hotel Income Partners, L.P. (the Partnership) expects that the hotels in the aggregate will generate sufficient cash to achieve a positive cash flow after operating expenses. Other than the periodic replacement of fixed assets, which are funded from the replacement reserves, there are no material commitments for capital expenditures. Due to the expiration of all remaining cash flow guarantees in 1993, the Partnership's liquidity and future results of operations are primarily dependent upon the performance of the underlying hotels. Hotel operations may be materially affected by changing market conditions and by seasonality caused by variables such as vacations, holidays and climate. The Partnership closely monitors its cash flow position in an effort to ensure that sufficient cash is available for operating requirements and distributions to BAC Holders. The Partnership's net cash provided by operating activities for the three months ended March 31, 1995, was adequate to support operating, investing and financing requirements and the distributions to BAC Holders and the General Partners. The Partnership estimates that existing cash and cash equivalents along with future cash flows from the hotels' operations, in the aggregate, will be sufficient to pay operating expenses and short term commitments, fund replacement reserves, and make distributions to BAC Holders. Short-term commitments of $1,374,984 decreased slightly from December 31, 1994. The Partnership's notes payable, including accrued interest, are scheduled to mature in 1997 and 1998. The Managing General Partner is currently investigating refinancing options. There is no assurance that a refinancing will be complete. On October 20, 1994, a contract for the sale of the Kankakee hotel was signed. The sale is expected to be completed in 1995. Accordingly, the assets of this hotel are classified as an Asset Held for Sale on the balance sheets as of March 31, 1995 and December 31, 1994. The estimated sales price of the property of approximately $1.2 million is expected to generate sufficient proceeds to the Partnership to retire the purchase money note obligation of the Partnership with respect to such property. The sale, if completed as currently negotiated, is expected to result in a net financial statement loss and a net tax loss of approximately $600,000. As such, an additional reserve for loss on the sale of Kankakee of $400,000 was recognized in 1994. A reserve for loss on the sale of Kankakee of $200,000 was recognized in 1993, based on actual net cash flow and net cash flow projections for the property at that time. There is no assurance that the sale will occur as expected, as the prospective purchasers have not yet been able to obtain commitments for the full amount of the financing. On February 21, 1995 and May 10, 1995 , the Partnership advanced $35,000 and $42,000, respectively, from the working capital reserves to the Kankakee hotel to fund the hotel's short-term working capital needs. These advances are expected to be repaid from sales proceeds of the Kankakee hotel, as discussed above. -11- PART I. FINANCIAL INFORMATION --------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS - Continued ----------------------------------- The following distributions were paid or accrued to BAC Holders of record during the first quarters of 1995 and 1994: 1995 1994 Distributions to Distributions to BAC Holders BAC Holders ------------------- ------------------ Quarter Ended Total Per BAC Total Per BAC ------------- --------- ------- --------- ------- March 31 $ 443,018 $ 0.51 $ 349,557 $ 0.40 ========= ======= ========= ======= The distribution for the quarter ended March 31, 1995 is expected to be made on May 30, 1995. The General Partner anticipates the distribution for the quarter ended June 30, 1995 to range from $0.45 to $0.53 per BAC. Due to the expiration of the remaining cash flow guarantees during 1993, distributions are dependent on the net cash flow produced from hotel operations, net of Partnership expenses. The cash flow from certain hotels may be materially affected by changing market conditions and by seasonality. Results of Operations --------------------- The Partnership's net income, which consists principally of hotel operations, increased during the three months ended March 31, 1995 from the comparable period in 1994 primarily due to a 4.7% increase in room revenue. Room revenue increased in 1995 primarily due to an increase in average occupancy at two of the six hotels, as well as an increase in average room rates at certain hotels. Contributing to the increase in net income was a decrease in depreciation and amortization expense as a result of the reclassification of the Kankakee hotel as an Asset Held for Sale. Partially offsetting the increase in net income was an increase in room expenses, resulting from the increase in occupancy, as discussed above. Hotels' Results of Operations ----------------------------- The hotels' results of operations are affected by changing market conditions and by seasonality caused by variables such as vacations, holidays and climate. Based on the hotels' operating budgets, the following months should provide the highest gross operating income and net cash flow: -12- PART I. FINANCIAL INFORMATION --------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS - Continued ----------------------------------- Hotel Location Peak Months -------------- --------------------- Clearwater, FL October through April Kankakee, IL May through October Minneapolis, MN May through October Plymouth, MN June through October Roseville, MN May through October Scottsdale, AZ January through May The Statements of Operations include operating results for each of the hotels as outlined below. Gross Operating Income represents total revenue less departmental expenses. Net Cash Flow (Deficit) represents cash flow after operating expenses. The operating results and average occupancy for the hotels for the three months ended March 31, 1995 and 1994 are as follows: Gross Operating Income --------------------------- For the three months ended March 31, --------------------------- 1995 1994 ------------ ------------ Hotel Location -------------- Clearwater, FL $ 362,457 $ 345,740 Kankakee, IL 38,207 99,099 Minneapolis, MN 355,647 316,022 Plymouth, MN 171,863 123,827 Roseville, MN 192,613 177,165 Scottsdale, AZ 905,388 905,892 ------------ ------------ Total $ 2,026,175 $ 1,967,745 ============ ============ -13- PART I. FINANCIAL INFORMATION --------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS - Continued ----------------------------------- Net Cash Flow (Deficit) --------------------------- For the three months ended March 31, --------------------------- 1995 1994 ------------ ------------ Hotel Location -------------- Clearwater, FL $ 197,931 $ 173,478 Kankakee, IL (65,959) (7,669) Minneapolis, MN 121,924 96,120 Plymouth, MN 18,733 (19,236) Roseville, MN 22,126 5,050 Scottsdale, AZ 333,421 344,783 ------------ ------------ Total $ 628,176 $ 592,526 ============ ============ Average Occupancy --------------------------- For the three months ended March 31, --------------------------- 1995 1994 ------------ ----------- Hotel Location -------------- Clearwater, FL 86% 90% Kankakee, IL 25% 41% Minneapolis, MN 84% 85% Plymouth, MN 73% 56% Roseville, MN 85% 78% Scottsdale, AZ 98% 98% ------------ ----------- Total(1) 78% 77% ============ =========== (1) The totals for average occupancy are based on a weighted average taking into consideration the number of rooms at each location. -14- PART I. FINANCIAL INFORMATION --------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS - Continued ----------------------------------- Gross operating income and net cash flow for the Clearwater hotel for the three months ended March 31, 1995 increased from the same period in 1994 primarily due to an increase in average room rates and managements implementation of cost-control strategies. Gross operating income and net cash flow for the Kankakee hotel for the three months ended March 31, 1995 decreased from the same period in 1994 primarily due the re-opening of a nearby competitor, as well as the opening of a new competitor in 1994. Gross operating income and net cash flow for the Minneapolis hotel for the three months ended March 31, 1995 increased from the same period in 1994 primarily due to an increase in room rates resulting from management's marketing programs. Gross operating income and net cash flow for the Plymouth hotel for the three months ended March 31, 1995 increased from the same period in 1994 primarily due to an increase in occupancy and room rates resulting from increased group volume. Gross operating income and net cash flow for the Roseville hotel for the three months ended March 31, 1995 increased from the same period in 1994 primarily due to an increase in occupancy resulting from increased room demand in the Roseville area. Gross operating income and net cash flow for the Scottsdale hotel for the three months ended March 31, 1995 did not change significantly from the same period in 1994. PART II. OTHER INFORMATION ----------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- No reports on Form 8-K were filed with the Commission during the quarter ended March 31, 1995. All other items are not applicable. -15- SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CRI HOTEL INCOME PARTNERS, L.P. By: CRICO Hotel Associates I, L.P. General Partner By: CRI, Inc. General Partner May 11, 1995 By: /s/ Richard J. Palmer - --------------------- ------------------------------------- Date Richard J. Palmer Senior Vice President/Finance Signing on behalf of the Registrant and as Principal Accounting Officer -16-