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 June 30, 1998
[ ] 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 December 31, 1997 and
June 30, 1998 3
Statements of Operations For the Three-Month
and Six-Month Periods Ended June 30, 1997 and 1998 4
Statements of Partners' Capital Accounts
(Deficit) For the Year Ended December 31, 1997
and the Six Months Ended June 30, 1998 5
Statements of Cash Flows For the Six Months
Ended June 30, 1997 and 1998 6
Notes to Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
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 11
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 June 30, 1998,
and the results of operations for the three and six months ended June 30, 1997
and 1998, and cash flows for the six months ended June 30, 1997 and 1998.
Although management believes that the disclosures included herein are adequate
to make the information contained herein not misleading, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles are omitted herein and
are incorporated by reference from the Partnership's Annual Report on Form 10-K
for the year ended December 31, 1997 filed with the Securities and Exchange
Commission. While the Partnership was formed to own, and to lease to the
Claridge Hotel and Casino Corporation ("Corporation") and its affiliates,
certain real estate and related assets, the Partnership is separate and distinct
from the Corporation. Any person or entity seeking information regarding the
Corporation or its debt or equity securities should review the reports,
statements and other information filed by the Corporation with the Securities
and Exchange Commission.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Balance Sheets
December 31, 1997 and June 30, 1998
(Unaudited)
Assets 1997 1998
------ ---- ----------
Current assets:
Cash and cash equivalents $ 552,000 830,000
Rent due from New Claridge 810,000 801,000
Interest receivable from partners 41,000 58,000
Prepaid expenses 254,000 91,000
Other assets 150,000 56,000
--------- ----------
Total current assets 1,807,000 1,836,000
--------- ----------
Hotel Assets 183,707,000 184,137,000
Less: Accumulated depreciation and amortization (105,660,000) (108,331,000)
------------ -------------
Net Hotel Assets 78,047,000 75,806,000
------------ -------------
Note receivable from New Claridge, including
accrued interest of $3,690,000 and
$3,906,000 in 1997 and 1998, respectively 7,290,000 7,506,000
Deferred rent from New Claridge 31,022,000 24,086,000
Intangibles, net of accumulated amortization of
$3,727,000 and $3,770,000 in 1997 and
1998, respectively 78,000 35,000
----------- ------------
$118,244,000 109,269,000
============ ============
Liabilities and Partners' Capital Accounts
Current liabilities:
Accounts payable $ 1,391,000 1,268,000
Accrued interest due New Claridge 948,000 843,000
Current portion of long-term debt due
principally to New Claridge 18,615,000 10,552,000
---------- -----------
Total current liabilities 20,954,000 12,663,000
Long-term debt due principally to New Claridge,
including accrued interest of $20,000,000
in 1997 and 1998 75,465,000 76,068,000
---------- -----------
Total liabilities 96,419,000 88,731,000
---------- -----------
Partners' capital accounts (deficit):
New general partners 134,000 121,000
Former general partners 191,000 183,000
Special limited partners (158,000) (171,000)
Investor limited partners 21,658,000 20,405,000
---------- -----------
Total partners' capital accounts (deficit) 21,825,000 20,538,000
Commitments and contingencies
------------ ------------
$118,244,000 109,269,000
============ ===========
See accompanying notes to financial statements.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
1997 1998 1997 1998
---- ---- ---- ----
Revenues:
Rent from New Claridge for
the lease of Hotel Assets $ 9,398,000 6,405,000 19,429,000 13,668,000
Interest from New Claridge 108,000 108,000 216,000 216,000
Interest from Special Limited Partners 9,000 9,000 18,000 18,000
Investment 6,000 12,000 18,000 22,000
Other - 1,000 2,000 1,000
--------- --------- ---------- ----------
9,521,000 6,535,000 19,683,000 13,925,000
--------- --------- ---------- ----------
Expenses:
Cost of maintaining and repairing
Hotel Assets, paid to New Claridge 2,853,000 2,958,000 5,649,000 5,843,000
Interest, principally on mortgages to
New Claridge 3,627,000 3,079,000 7,373,000 6,295,000
General and administrative 201,000 178,000 371,000 294,000
General Partners' management fee 32,000 32,000 65,000 65,000
Depreciation and amortization 1,374,000 1,353,000 2,782,000 2,715,000
--------- --------- ---------- ----------
8,087,000 7,600,000 16,240,000 15,212,000
--------- --------- ---------- ----------
Net income (loss) $ 1,434,000 (1,065,000) 3,443,000 (1,287,000)
========= =========== ========= ===========
Net income (loss) per limited partnership unit
(450 units outstanding
at the end of each period) $ 3,136 (2,329) 7,529 (2,813)
============= ========== ========= ==========
See accompanying notes to financial statements.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Statements of Partners' Capital Accounts (Deficit)
For the Year Ended December 31, 1997
and the Six Months Ended June 30, 1998
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, 1996 105,000 173,000 (12,000) (175,000) 4,593,000 14,204,000 18,888,000
Net income 29,000 18,000 2,000 27,000 702,000 2,159,000 2,937,000
------- ------- -------- -------- -------- ---------- -----------
Partners' Capital
Accounts (Deficit),
December 31, 1997 134,000 191,000 (10,000) (148,000) 5,295,000 16,363,000 21,825,000
Net loss
(unaudited) (13,000) (8,000) (1,000) (12,000) (307,000) (946,000) (1,287,000)
-------- -------- -------- --------- ---------- ---------- ------------
Partners' Capital
Accounts (Deficit),
June 30, 1998
(unaudited) $ 121,000 183,000 (11,000) (160,000) 4,988,000 15,417,000 20,538,000
========= ======= ======= ========= ========= ========== ==========
See accompanying notes to financial statements.
ATLANTIC CITY BOARDWALK ASSOCIATES, L.P.
Statements of Cash Flows
(Unaudited)
For the Six Months Ended June 30, 1997 and 1998
1997 1998
---- ----
Cash flows from operating activities:
Net income (loss) $ 3,443,000 (1,287,000)
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,782,000 2,714,000
Accretion of discount on mortgage note 845,000 972,000
Decrease in deferred rent from New Claridge 650,000 6,936,000
Deferred interest on receivable from New Claridge (216,000) (216,000)
Change in current assets and liabilities:
Decrease in rent due from New Claridge,
interest receivable from partners,
prepaid expenses and other assets 30,000 249,000
Decrease in accounts payable and
accrued interest due New Claridge (182,000) (228,000)
--------- ---------
Net cash provided by operating activities 7,352,000 9,140,000
--------- ---------
Cash flows from investing activities:
Purchase of Hotel Assets (44,000) (430,000)
-------- ---------
Cash flows from financing activities:
Proceeds of borrowings from New Claridge 101,000 654,000
Principal payments of debt, principally to New Claridge (8,533,000) (9,086,000)
----------- -----------
Net cash used in financing activities (8,432,000) (8,432,000)
---------- -----------
Net increase (decrease) in cash and cash equivalents (1,124,000) 278,000
Cash and cash equivalents, beginning of period 1,446,000 552,000
---------- -----------
Cash and cash equivalents, end of period 322,000 830,000
========= ===========
Supplemental cash flow information:
Interest paid $7,082,000 6,043,000
========= ==========
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.
As discussed in the Claridge's Annual Report on Form 10-K for the year
ended December 31, 1996, the Corporation experienced recurring losses
and serious deterioration in its cash flow in 1996. Since the
Corporation did not have substantial cash reserves or access to a line
of credit, the Corporation needed to experience a significant
improvement in operating results in 1997 over 1996 levels in order to
meet its on-going obligations, including the interest due on the $85
million of First Mortgage Notes. Operating results in 1997 did improve
over 1996 levels, due primarily to the positive impact of the
availability of the self-parking garage, lower bus package pricing,
and other cost containment initiatives. Although management of the
Corporation believes that operating results will continue to improve
over 1996 levels, no assurances as to the continuation of this
improvement can be given. Management of New Claridge will continue to
conserve cash through various cost containment measures, including
limiting capital expenditures in 1998 to approximately $1.5 million.
Given the various improvements made to the property in recent years,
including the casino expansion in 1994 and the construction of the
self-parking garage, the current condition of the property is such
that the above-mentioned level of capital expenditures is deemed
adequate. Management of New Claridge will also consider various
refinancing efforts, including a sale of the Corporation. In addition,
New Claridge has retained the law firm of Zelle and Larson LLP of
Minneapolis, Minnesota to assist in the recovery of certain expenses
incurred in reopening the self-parking garage and potential lost
profit claims as a result of the accident which occurred in the
self-parking garage on July 10, 1996. On July 22, 1997, New Claridge
filed a Complaint and Demand for Arbitration in the amount of $10
million against the general contractor and the architect for the
self-parking garage. Arbitration proceedings commenced in April 1998,
and are expected to continue into the fourth quarter of 1998. Recovery
of these claims would have a positive impact on New Claridge's
financial results and liquidity. However, there is no assurance that
the Corporation will be successful in realizing any recovery.
The Corporation had a net loss of $2,040,000 for the six months ended
June 30, 1998, compared to a net loss of $3,540,000 for the same
period in 1997. The decrease in net loss is due primarily to a
decrease in rent expense to the Partnership. Rent expense to the
Partnership in the first half of 1998 decreased due to the abatement
of rent pursuant to the March 1, 1997 amendments to the Operating
Lease and Expansion Operating Lease. Prior to these amendments, lease
expense (including the effect of the $38.8 million of rent abatements
provided in accordance with the 1989 Restructuring Agreement) was
recognized on a leveled basis over the initial lease term ending
September 30, 1998. Since the amount of abatements permitted in
accordance with the March 1, 1997 amendments will vary depending on
the Partnership's cash flow, the actual amount abated on a monthly
basis is recorded as a reduction to lease expense. For the six months
ended June 30, 1998, the reduction to lease expense resulting from the
abatement of rent was approximately $6 million compared to
approximately $3.7 million for the same period in 1997.
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 1989 Restructuring Agreement provided for Del Webb Corporation
("Webb") to retain an interest, which was assigned to a trustee for
the benefit of the Valley of the Sun United Way on April 2, 1990,
equal to $20 million plus interest at a rate of 15% per annum,
compounded quarterly, commencing December 1, 1988, 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 ("Contingent Payment"). Consequently, New
Claridge has deferred the recognition of $20 million of forgiveness
income with respect to the Contingent Payment obligation. Interest on
the Contingent Payment has not been recorded by the Corporation since
the likelihood of paying such amount is not considered probable at
this time. As of June 30, 1998, accrued interest would have amounted
to approximately $62 million.
In connection with the 1989 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
1989 Restructuring Agreement.
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 could have
been exercised any time prior to December 31, 1997.
Given the recent operating results at New Claridge, the Corporation
was not able to exercise this Contingent Payment Option, and it
expired in accordance with its terms on December 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations for the Three-Month and Six-Month Periods Ended June 30,
1998 as Compared to the Three-Month and Six-Month Periods Ended June 30, 1997
Rental income for the three months ended June 30, 1998 decreased $2,993,000 as
compared to the three months ended June 30, 1997, and $5,761,000 for the six
months ended June 30, 1998 as compared to the six months ended June 30, 1997.
These decreases are primarily due to the abatement of rent pursuant to the March
1, 1997 amendments to the Operating Lease and Expansion Operating Lease. Prior
to these amendments, rental income (including the effect of the $38.8 million of
rent abatements provided in accordance with the 1989 Restructuring Agreement)
was recognized on a leveled basis over the initial lease term ending September
30, 1998. Since the amount of abatements permitted in accordance with the March
1997 amendments will vary depending on the Partnership's cash flow, the actual
amount abated on a monthly basis is recorded as a reduction of rental income.
For the three- and six-month periods ended June 30, 1998 the reduction to rental
income resulting from the abatement of rent was approximately $3,453,000 and
$5,966,000, respectively, compared to $2,485,000 and $3,715,000 for the same
periods in 1997. In addition to the basic rent, New Claridge pays as additional
rent, certain expenses and debt service relating to furniture, fixture and
equipment replacements and building improvements ("FF&E"). During 1997, FF&E
note principal and interest payments were significantly higher than in 1998
resulting in decreased additional rents in 1998.
For the three- and six-month periods ended June 30, 1998, interest expense
decreased $548,000 and $1,078,000, respectively, as compared to the same periods
ended June 30, 1997. These decreases are due to principal payments made during
1997 and 1998 that reduced the average outstanding balance of the wraparound and
expansion mortgages.
General and administrative expenses for the three months ended June 30, 1998
decreased $23,000 as compared to the three months ended June 30, 1997 and
$77,000 for the six months ended June 30, 1998 as compared to the six months
ended June 30, 1997. Professional fees during 1997 were significant due to the
Corporation's attempted reorganization last year, resulting in reduced fees in
1998. Also, insurance expense decreased due to a decrease in the insurance
premium.
Liquidity and Capital Resources
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. Current lease payments from New Claridge, as recently amended, are
sufficient to pay the Partnership's debt service and operating expenses. As part
of the 1989 Restructuring Agreement, rental payments in excess of monthly cash
flow requirements were deferred or abated so that excess cash did not accumulate
in the Partnership. The 1997 restructuring continues this deferral or abatement
of excess cash flow through 1998 and thereafter. At the Closing of the 1989
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, are to be repaid to the Partnership upon (i) the sale or
refinancing of the Claridge; (ii) full or partial satisfaction of the Expandable
Wraparound Mortgage; and (iii) full satisfaction of any first mortgage then in
place. The deferral of $1.3 million of rental obligation as part of the 1997
restructuring leaves the Partnership with minimal liquidity.
The Operating Lease and the Expansion Operating Lease were amended as part of
the 1989 Restructuring Agreement to provide for the deferral of $15,078,000 of
rental payments during the period July 1, 1988 through the beginning of 1992,
and to provide for the abatement of $38,820,000 of basic rent through 1998,
thereby reducing the Partnership's cash flow to an amount estimated to be
necessary only to meet the Partnership's cash requirements. During the third
quarter of 1991, the maximum deferral of rent was reached. On August 1, 1991,
the Operating Lease and the Expansion Operating Lease were amended further to
revise the abatement provisions so that, commencing January 1, 1991, for each
calendar year through 1998, the lease abatements could not exceed $10 million in
any one calendar year, nor $38,820,000 in the aggregate. All of the $38,820,000
of available rent abatements was fully utilized by the end of the first quarter
of 1997.
The Fifth Amendment to the Operating Lease and the Fourth Amendment to the
Expansion Operating Lease, which were effective on March 1, 1997, provided for
the abatement of $867,953 of basic rent and for the deferral of $1,300,000 of
basic rent on March 1, 1997, and provides for additional abatements of basic
rent, commencing on April 1, 1997, as necessary to reduce the Partnership's cash
flow to an amount necessary to meet the Partnership's cash requirements through
December 31, 1998 (determined without regard to the repayment of the deferred
rent). The $1.3 million of basic rent deferred on March 1, 1997 is to be paid to
the Partnership in monthly installments of $25,000 for the period April 1, 1997
through December 31, 1997, and monthly installments of $50,000 for the year 1998
and thereafter until paid in full (subject to acceleration under certain
circumstances). For the years 1999 through 2003, additional abatements of basic
rent are to be made to provide the Partnership with the amount needed to meet
the Partnership's cash requirements plus an additional amount ($83,333 per month
in 1999 and 2000, $125,000 per month in 2001, and $166,667 per month in 2002 and
2003). All abatements of rent in excess of the $38.8 million which were allowed
in accordance with the 1989 restructuring will be recognized as a reduction of
rental income as it is abated. During the six months ended June 30, 1998, rents
abated amounted to approximately $6 million.
In addition, under the March 1, 1997 restructuring agreement between the
Corporation, New Claridge and the Partnership, New Claridge agreed to exercise
the first of three ten-year renewal options extending the term of the Operating
Lease and Expansion Operating Lease through September 30, 2008. Basic rent
during the renewal term of the Operating Lease will be calculated pursuant to a
formula with annual basic rent not to be more than $29.5 million or less than
$24 million for the twelve months commencing October 1, 1998, and subsequently,
not to be greater than 10% more than the basic rent for the immediately
preceding lease year in each lease year thereafter. Basic rent during the
renewal term of the Expansion Operating Lease will also be calculated pursuant
to a formula with annual basic rent not to be more than $3 million or less than
$2.5 million for the twelve months commencing October 1, 1998, and subsequently,
not to be greater than 10% more than the basic rent for the immediately
preceding lease year in each lease year thereafter.
Under the terms of the Operating Lease, as amended effective March 1, 1997, New
Claridge had an option to purchase (the "Purchase Option"), on September 30,
1998, the Hotel Assets and the underlying land for their fair market value at
the time the Purchase Option is exercised, which in no event may be less than
(i) the amount then outstanding under the Expandable Wraparound Mortgage, plus
(ii) $2.5 million, plus (iii) any amount of the $1.3 million of rent deferred on
March 1, 1997 not then paid. To exercise the Purchase Option, New Claridge was
required to give notice to the Partnership, at least nine months prior to the
option date, of its election to do so. Based on its current financial situation,
New Claridge did not give such notice to the Partnership in respect of the
September 30, 1998 option date. However, New Claridge may also exercise an
option, on September 30, 2003, to purchase the Hotel Assets and the underlying
land on January 1, 2004, for their fair market value at the time the option is
exercised.
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 Partnership had a working capital deficiency of $10,827,000 as of June 30,
1998 and $19,147,000 as of December 31, 1997. The working capital deficiency
primarily results from the consummation of the 1989 Restructuring Agreement as
well as the 1997 restructuring. As part of the 1989 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. Such
concept was continued through 1998 in the 1997 restructuring. 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
June 30, 1998.
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 August 14, 1998 /s/ Anthony C. Atchley
by Anthony C. Atchley, General Partner
Date August 14, 1998 /s/ Gerald C. Heetland
by Gerald C. Heetland, General Partner
Date August 14, 1998 /s/ Anthony C. Atchley
by AC Boardwalk Partners Corporation, General Partner
by Anthony C. Atchley, President