UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to ____________________
Commission file number 33-27399
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
New Jersey 22-2469174
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Indiana Avenue & the Boardwalk, Atlantic City, New Jersey 08401
(Address of principal executive offices) (Zip Code)
(609) 340-3400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 ______
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
INDEX
PART I FINANCIAL INFORMATION Page No.
Item 1. Financial Statements
Introductory Note to Financial Statements 2
Balance Sheets as of March 31, 1996 and December 31, 1995 3
Statements of Operations For the Three Months Ended
March 31, 1996 and 1995 4
Statements of Partners' Capital Accounts (Deficit) For
the Three Months Ended March 31, 1996 and the Year Ended
December 31, 1995 5
Statements of Cash Flows For the Three Months Ended
March 31, 1996 and 1995 6
Notes to Financial Statements 7 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 -10
PART II OTHER INFORMATION
Items 1-5 No information is provided as the answers to Items 1
through 5 are inapplicable.
Item 6. Exhibits and reports on Form 8-K 10
PART I
Item 1. Financial Statements
Introductory Note to Financial Statements
The accompanying financial statements have been prepared by Atlantic City
Boardwalk Associates, L.P. ("Partnership") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. In the opinion of
management, these financial statements contain all adjustments necessary to
present fairly the financial position of the Partnership as of March 31, 1996
and December 31, 1995, and the results of operations and cash flows for the
three months ended March 31, 1996 and 1995.
Although management believes that the disclosures included herein are adequate
to make the information contained herein not misleading, certain information and
footnote disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles are omitted herein and
are incorporated by reference to the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1995 filed with the Securities and Exchange
Commission.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Balance Sheets
March 31, 1996 and December 31, 1995
(Unaudited)
Assets 1996 1995
------ ---------- ---------
Current assets:
Cash and cash equivalents $ 1,755,000 1,535,000
Rent due from New Claridge 240,000 298,000
Interest receivable from partners 36,000 28,000
Prepaid expenses 223,000 313,000
Other assets 141,000 199,000
--------------- ---------------
Total current assets 2,395,000 2,373,000
--------------- ---------------
Hotel Assets 180,854,000 180,298,000
Less: Accumulated depreciation and amortization 95,723,000 94,057,000
--------------- ---------------
Net Hotel Assets 85,131,000 86,241,000
--------------- ---------------
Note receivable from New Claridge,
including accrued interest of
$2,934,000 and $2,826,000 in
1996 and 1995, respectively 6,534,000 6,426,000
Deferred rent from New Claridge 39,281,000 39,856,000
Intangibles, net of accumulated
amortization of $3,558,000 and
$3,526,000 in 1996 and 1995,
respectively 247,000 279,000
----------- -----------
$ 133,588,000 135,175,000
=========== ===========
Liabilities and Partners' Capital Accounts
Current liabilities:
Accounts payable $ 1,530,000 1,400,000
Accrued interest due New Claridge 1,239,000 1,274,000
Current portion of long-term debt
due principally to
New Claridge 14,707,000 14,051,000
------------ ------------
Total current liabilities 17,476,000 16,725,000
------------ ------------
Long-term debt due principally to
New Claridge, including
accrued interest of $20,000,000
in 1996 and 1995 101,074,000 104,315,000
Partners' capital accounts (deficit):
New general partners 66,000 57,000
Former general partners 149,000 144,000
Special limited partners (225,000) (234,000)
Investor limited partners 15,048,000 14,168,000
------------ -------------
Total partners' capital accounts (deficit) 15,038,000 14,135,000
Commitments and contingencies ____________ ___________
$ 133,588,000 135,175,000
=========== ===========
See accompanying notes to financial statements.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Statements of Operations
(Unaudited)
For the Three Months Ended March 31, 1996 and 1995
1996 1995
---------- --------
Revenues:
Rent from New Claridge for the lease of Hotel Assets $ 9,848,000 9,669,000
Interest from New Claridge 108,000 108,000
Interest from Special Limited Partners 9,000 9,000
Investment 27,000 33,000
--------- ----------
9,992,000 9,819,000
--------- ---------
Expenses:
Cost of maintaining and repairing
Hotel Assets paid to New Claridge 3,083,000 2,896,000
Interest, principally on mortgages to New Claridge 4,108,000 4,408,000
General and administrative 167,000 160,000
General Partners' management fee 33,000 33,000
Depreciation and amortization 1,698,000 1,659,000
--------- ---------
9,089,000 9,156,000
--------- ---------
Net income $ 903,000 663,000
========== ==========
Net income per limited partnership unit
(450 units outstanding at the end of each period) $ 1,976 1,449
=========== ===========
See accompanying notes to financial statements.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Statements of Partners' Capital Accounts (Deficit)
For the Three Months Ended March 31, 1996
and the Year Ended December 31, 1995
Class A Class B Class A Class B Total
New Former Special Special Investor Investor Partners'
General General Limited Limited Limited Limited Capital
Partners Partners Partners Partners Partners Partners Accounts
-------- -------- -------- -------- -------- -------- --------
Partners' Capital
Accounts (Deficit),
December 31, 1994 $ 30,000 127,000 (17,000) (244,000) 2,806,000 8,710,000 11,412,000
Net income 27,000 17,000 2,000 25,000 651,000 2,001,000 2,723,000
------ -------- --------- -------- ---------- ----------- -----------
Partners' Capital
Accounts (Deficit),
December 31, 1995 57,000 144,000 (15,000) (219,000) 3,457,000 10,711,000 14,135,000
Net income
(unaudited) 9,000 5,000 1,000 8,000 216,000 664,000 903,000
------ -------- --------- --------- ---------- ------------ ------------
Partners' Capital
Accounts (Deficit),
March 31, 1996
(unaudited) $ 66,000 149,000 (14,000) (211,000) 3,673,000 11,375,000 15,038,000
====== ======= ====== ======= ========= ========== ==========
See accompanying notes to financial statements.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Statements of Cash Flows
(Unaudited)
For the Three Months Ended March 31, 1996 and 1995
1996 1995
-------- --------
Cash flows from operating activities:
Net income $ 903,000 663,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,698,000 1,659,000
Accretion of discount on mortgage note 361,000 314,000
Deferred rent 575,000 518,000
Deferred interest on receivable from New Claridge (108,000) (108,000)
Change in current assets and liabilities:
Decrease in rent due from New Claridge,
interest receivable from partners, prepaid
expenses and other assets 198,000 64,000
Increase in accounts payable and
accrued interest due New Claridge 95,000 223,000
----------- ----------
Net cash provided by operating activities 3,722,000 3,333,000
--------- ----------
Cash flows from investing activities:
Purchase of Hotel Assets (556,000) (825,000)
---------- ----------
Net cash used in investing activities (556,000) (825,000)
---------- ----------
Cash flows from financing activities:
Proceeds of borrowings from New Claridge 570,000 796,000
Principal payments of debt, principally to New Claridge (3,516,000) (3,207,000)
--------- ---------
Net cash used in financing activities (2,946,000) (2,411,000)
---------- -----------
Net increase in cash and cash equivalents 220,000 97,000
Cash and cash equivalents, beginning of period 1,535,000 1,664,000
---------- ---------
Cash and cash equivalents, end of period $ 1,755,000 1,761,000
========= =========
Supplemental cash flow information:
Interest paid, principally to New Claridge $ 3,942,000 4,228,000
========= =========
Supplemental noncash investing and financing activities:
Capital lease obligation incurred to acquire Hotel Asset $ - 557,000
========= ==========
See accompanying notes to financial statements.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Notes to Financial Statements
(Unaudited)
(1) The Partnership
Atlantic City Boardwalk Associates, L.P. ("Partnership") was formed on
October 31, 1983 to acquire the buildings, parking facility and
non-gaming depreciable, tangible property (collectively, "Hotel
Assets") of The Claridge Hotel and Casino ("Claridge") located in
Atlantic City, New Jersey; to hold a leasehold interest in the land on
which the Claridge is located ("Land"), which Land was subsequently
acquired by the Partnership as part of a financial restructuring
("Restructuring Agreement"); and to engage in activities related or
incidental thereto. The Partnership leases the Land and Hotel Assets to
The Claridge at Park Place, Incorporated ("New Claridge"), a
wholly-owned subsidiary of The Claridge Hotel and Casino Corporation
("Corporation"), under operating leases.
(2) Financial Condition of the Partnership and New Claridge
The ability of the Partnership to fulfill its obligations is dependent
upon the ability of New Claridge to pay rental payments when due.
Accordingly, the financial stability of the Partnership is dependent
upon the financial condition of New Claridge.
The Corporation had a net loss of $3,073,000 for the three months ended
March 31, 1996 compared to a net loss of $1,691,000 for the same period
in 1995. Revenues during the first quarter of 1996 were adversely
affected by several winter storms, most notably the "Blizzard of the
Century" in January, which blanketed the Northeastern United States
with a record amount of snow. In addition, New Claridge, as well as all
Atlantic City casinos, offers coin incentives to patrons arriving by
bus. In the first quarter of 1996, New Claridge issued $4,617,000 of
coin incentives to 231,000 bus passengers arriving at the Claridge,
compared to $2,406,000 issued to 182,000 bus passengers in the first
quarter of 1995. Competition for attracting bus passengers in the first
quarter of 1996 continued citywide, taking the form of increased
incentives offered, which New Claridge matched due to its dependence on
the bus passenger market.
The ownership and operation of casino-hotel facilities in Atlantic City
are subject to extensive state regulation under the Casino Control Act
under the direction of the New Jersey Casino Control Commission. The
Casino Control Act provides that various categories of entities must
hold appropriate casino licenses. The Partnership currently operates
under a four-year casino service industry license effective October 31,
1995, while New Claridge operates under a four-year casino operator's
license effective September 30, 1995.
(3) Contingencies
The Restructuring Agreement provided for Del Webb Corporation ("Webb")
to retain an interest equal to $20 million plus interest from December
1, 1988 accruing at the rate of 15% per annum compounded quarterly
("Contingent Payment") in any proceeds ultimately recovered from the
operations and/or the sale or refinancing of the Claridge facility in
excess of the First Mortgage loan and other liabilities. To give effect
to this Contingent Payment, the Corporation and the Partnership agreed
not to make any distributions to the holders of their equity
securities, whether derived from operations or from sale or refinancing
proceeds, until Webb had received the Contingent Payment.
In connection with the restructuring, Webb agreed to permit those
partners/investors in the Partnership and Corporation ("Releasing
Partners/Investors") from whom Webb had received written releases from
all liabilities, rights ("Contingent Payment Rights") to receive
certain amounts to the extent available for application to the
Contingent Payment. Approximately 84% in interest of the
partners/investors provided releases and became Releasing
Partners/Investors. Payments to Releasing Partners/Investors are to be
made in accordance with a schedule of priorities, as defined in the
Restructuring Agreement.
On April 2, 1990, Webb transferred its interest in the Contingent
Payment to an irrevocable trust for the benefit of the Valley of the
Sun United Way, and upon such transfer Webb was no longer required to
be qualified or licensed by the Commission. On February 23, 1996, the
Corporation acquired an option to purchase, at a discount from the
carrying value, the Contingent Payment. The purchase price of the
option was $1 million, and the option may be exercised any time prior
to December 31, 1997. Upon exercise of the option, the purchase price
of the Contingent Payment would be $10 million, plus interest at 10%
per annum for the period from January 1, 1997 to the date of payment of
the purchase price if the purchase occurs after December 31, 1996. The
purchase price may also increase in an amount not to exceed $10 million
if future distributions to Releasing Partners/Investors exceed $20
million. It is estimated that at March 31, 1996, the aggregate amount
owing in respect of the Contingent Payment was $58.9 million.
Upon exercise of the option, it is anticipated that the Contingent
Payment will be canceled so that neither the Corporation or the
Partnership will have any obligation to make any payment in respect of
the Contingent Payment before making a distribution to limited partners
or shareholders. Upon the purchase and cancellation, however, the
Corporation and the Partnership will remain obligated to make payments
to the Releasing Partners/Investors, in respect of the Contingent
Payment Rights, before any distribution may be made to limited partners
or shareholders. These payments would be required to be in the same
amounts as if the Contingent Payment had not been purchased and
canceled. As a result, it is not likely that limited partners or
shareholders who are not Releasing Partners/Investors will receive any
distribution from the Partnership or the Corporation. In the aggregate,
Releasing Partners/Investors are entitled to receive an amount equal to
approximately 72% of the Contingent Payment.
Under the terms of the option, upon purchase of the Contingent Payment,
the Partnership and/or the Corporation are required to make
distributions in excess of $7 million to the Releasing
Partners/Investors. The Partnership and the Corporation have agreed to
cooperate in the purchase of the option and the Contingent Payment,
with each contributing one-half of the purchase price of the option and
each anticipated to contribute one-half of the purchase price of the
Contingent Payment. A portion of the Partnership's contribution will be
contributed through additional abatements of basic rent payments due
under the Operating Lease and the Expansion Operating Lease.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations for the Three Months Ended March 31, 1996
as Compared to the Three Months Ended March 31, 1995
Rental income for the three months ended March 31, 1996 increased $179,000 as
compared to the three months ended March 31, 1995. New Claridge pays as
additional rent, certain expenses and debt service relating to furniture,
fixture and equipment replacements and building improvements ("FF&E"). FF&E
notes payable outstanding as of March 31, 1996 are approximately $1 million
higher when compared to notes payable outstanding as of March 31, 1995.
Accordingly, this caused the Partnership's debt service relating to FF&E to
increase in 1996 as compared to the same period in 1995, resulting in increased
rents in 1996.
The Partnership has an agreement with New Claridge whereby New Claridge provides
facility maintenance and engineering services for the Claridge. The agreement
calls for the reimbursement of the actual facilities and maintenance costs
incurred on the Partnership's behalf. The cost of maintaining and repairing
Hotel Assets increased $187,000 for the three months ended March 31, 1996 as
compared to the three months ended March 31, 1995 due to an increase in New
Claridge's maintenance and engineering salaries and wages and payroll related
expenses.
For the three months ended March 31, 1996, interest expense decreased $300,000
as compared to the same period ended March 31, 1995 due to principal payments
made during 1995 and 1996 that reduced the average outstanding balance of the
wraparound and expansion mortgages.
Liquidity and Capital Resources
Current lease payments from New Claridge are sufficient to pay the Partnership's
debt service and operating expenses. As part of the Restructuring Agreement,
rental payments in excess of monthly cash flow requirements are deferred or
abated so that excess cash does not accumulate in the Partnership. At the
Closing of the restructuring the Partnership loaned New Claridge $3.6 million.
The note, including interest, along with those rentals deferred under the
amendment to the operating leases, will be repaid to the Partnership upon (i)
the sale or refinancing of the Claridge; (ii) upon full or partial satisfaction
of the Expandable Wraparound Mortgage; and (iii) upon full satisfaction of any
first mortgage then in place.
Per the terms of an amendment to the Operating Lease Agreement executed as of
August 1, 1991, during the years 1991 to 1998 contractual rents in excess of
debt service and Partnership expenses can be abated up to $38,820,000 in the
aggregate but not in excess of $10,000,000 in any one calendar year. Cumulative
abated rents as of March 31, 1996 total approximately $30,691,000, leaving
$8,129,000 still to be abated in the future. The amount which will be abated in
future periods cannot be determined until the Partnership incurs expenses and
debt service in those periods. However, it is anticipated by the general
partners as well as the management of New Claridge that the remaining abatement
of $8,129,000 will be fully utilized by the first quarter of 1997.
Under the terms of the option to purchase the Contingent Payment (see
"Contingencies" - Note 3 to the financial statements), upon purchase of the
Contingent Payment, the Partnership and/or the Corporation are required to make
distributions in excess of $7 million to the Releasing Partners/Investors. The
Partnership and the Corporation have agreed to cooperate in the purchase of the
option and the Contingent Payment, with each contributing one-half of the
purchase price of the option and each anticipated to contribute one-half of the
purchase price of the Contingent Payment. A portion of the Partnership's
contribution will be contributed through additional abatements of basic rent
payments due under the Operating Lease and the Expansion Operating Lease as
follows. Additional abatements of rent totaling $500,000 are available as a
result of the acquisition of the option to purchase the Contingent Payment, and
further abatements will become available upon exercising the Contingent Payment
option. These additional abatements will be utilized after the original rent
abatement of $38,820,000 (as discussed above) has been fully utilized.
The Partnership funds the purchase of additional Hotel Assets by borrowing
funds, at a 14% interest rate, from New Claridge. The ensuing notes are secured
under the Expandable Wraparound Mortgage up to $25 million. Principal and
interest on these notes are then reimbursed to the Partnership through
additional rentals from New Claridge. Under the Operating Lease, New Claridge is
required to reimburse the Partnership for all taxes, assessments, insurance and
general and administrative costs of the Partnership.
The ability of the Partnership to continue to fulfill its obligations is
dependent upon the ability of New Claridge to continue to make rental payments
when due. On January 31, 1994, the Corporation completed an offering of $85
million of First Mortgage Notes due in 2002, bearing interest at 11 3/4%. A
portion of the net proceeds of $82.2 million, after deducting fees and expenses,
was used to repay in full the Corporation's outstanding debt under the Loan
Agreement, including the outstanding balance of the Corporation's revolving
credit line. The Notes come due on February 1, 2002. Interest on the Notes is
payable semiannually on February 1 and August 1 of each year, commencing August
1, 1994. In conjunction with the full satisfaction of the Loan Agreement, the
Corporation's revolving credit line arrangement was terminated. The Corporation
is currently seeking to obtain a new line of credit arrangement.
The ownership and operation of casino-hotel facilities in Atlantic City are
subject to extensive state regulation under the Casino Control Act under the
direction of the New Jersey Casino Control Commission. The Casino Control Act
provides that various categories of entities must hold appropriate casino
licenses. The Partnership currently operates under a four-year casino service
industry license effective October 31, 1995, while New Claridge operates under a
four-year casino operator's license effective September 30, 1995.
The Partnership had a working capital deficiency of approximately $15,081,000 as
of March 31, 1996 and $14,352,000 as of December 31, 1995. The working capital
deficiency primarily results from the consummation of the Restructuring
Agreement. As part of the restructuring, the Partnership's cash flow was reduced
to an amount no greater than what the Partnership needs to pay Partnership
expenses, including debt service. Thus, so long as the Claridge is financially
viable and continues to make all payments under the operating leases, the
Partnership expects to be able to pay its current liabilities.
PART II
Item 6. Exhibits and reports on Form 8-K
(a) Not applicable.
(b) No reports on Form 8-K were filed during the quarter ended
March 31, 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.
Atlantic City Boardwalk Associates, L.P.
Registrant
Date May 10, 1996 /s/ Anthony C. Atchley
_______________________
By Anthony C. Atchley,
General Partner
Date May 10, 1996 /s/ Gerald C. Heetland
_______________________
By Gerald C. Heetland,
General Partner
Date May 10, 1996 /s/ Anthony C. Atchley
_________________________
By AC Boardwalk Partners
Corporation, General
Partner
By Anthony C. Atchley, President