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, 1995 	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: 33-17274 	MANHATTAN BEACH HOTEL PARTNERS, L.P. 	(Exact name of registrant as specified in its charter) Delaware 95-4201183 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) identification No.) 3 World Financial Center, 29th Floor, NY, NY		 10285 (Address of principal executive offices) (Zip code) 	(212) 526-3237 	(Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No 	INDEX Page No. PART I	FINANCIAL INFORMATION 	Item 1.	Financial Statements Balance Sheets at March 31, 1995 and December 31, 1994 3 Statement of Partners' Capital (Deficit) for the three months ended March 31, 1995 3 Statements of Operations for the three months ended March 31, 1995 and 1994 4 Statements of Cash Flows for the three months ended March 31, 1995 and 1994 5 Notes to the Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II	OTHER INFORMATION 	 Items 1-6 9 Signatures 10 Balance Sheets March 31, December 31, Assets 1995 1994 Real estate, at cost: Building $47,975,974 $47,975,974 Furniture, fixtures and equipment 2,051,355 1,972,493 Leasehold improvements 3,333,141 3,333,141 53,360,470 53,281,608 Less accumulated depreciation and amortization (9,696,843) (9,270,740) 43,663,627 44,010,868 Cash 2,939,279 2,797,178 Restricted cash 327,418 270,489 Accounts receivable 1,017,361 906,721 Prepaid and other assets 382,943 381,075 Total Assets $48,330,628 $48,366,331 Liabilities and Partners' Capital Liabilities: Accounts payable and accrued liabilities $ 1,287,160 $ 1,291,771 Due to affiliates 2,182,355 2,121,394 Total Liabilities 3,469,515 3,413,165 Partners' Capital (Deficit): General Partner (1,823,601) (1,809,793) Limited Partners (6,975,000 limited partnership units authorized, issued and outstanding) 46,684,714 46,762,959 Total Partners' Capital 44,861,113 44,953,166 Total Liabilities and Partners' Capital $48,330,628 $48,366,331 Statement of Partners' Capital (Deficit) For the three months ended March 31, 1995 Limited General Partners Partner Total Balance at December 31, 1994 $46,762,959 $(1,809,793) $44,953,166 Net loss (78,245) (13,808) (92,053) Balance at March 31, 1995 $46,684,714 $(1,823,601) $44,861,113 Statements of Operations For the three months ended March 31, 1995 and 1994 Hotel Revenues 1995 1994 Rooms $2,131,531 $1,907,309 Food and beverage 970,527 856,810 Telephone 155,442 116,088 Other 31,420 25,342 Total Revenues 3,288,920 2,905,549 Departmental Expenses Rooms 620,731 562,464 Food and beverage 875,100 797,813 Telephone 79,537 79,902 Other 10,002 9,649 Total Expenses 1,585,370 1,449,828 Departmental income 1,703,550 1,455,721 Unallocated Partnership and Hotel Operating Expenses Advertising and sales 144,945 171,696 General and administrative: Hotel and other 486,313 480,067 Partnership 117,814 108,198 Utilities and maintenance 278,233 250,420 Ground rent 154,987 138,864 Management fees 85,690 60,525 Property taxes 98,511 98,674 Operating leases 37,216 12,883 Depreciation and amortization 426,103 419,833 1,829,812 1,741,160 Operating loss (126,262) (285,439) Other Income: Interest income 33,509 9,102 Other income 700 815 34,209 9,917 Net Loss $ (92,053) $ (275,522) Net Loss Allocated: To the General Partner $ (13,808) $ (41,328) To the Limited Partner (78,245) (234,194) $ (92,053) $ (275,522) Per limited partnership unit (6,975,000 outstanding) $(.01) $(.03) Statements of Cash Flows For the three months ended March 31, 1995 and 1994 Cash Flows from Operating Activities: 1995 1994 Net loss $ (92,053) $ (275,522) Adjustments to reconcile net loss to net cash provided by (used for) operating activities: Depreciation and amortization 426,103 419,833 Increase (decrease) in cash arising from changes in operating assets and liabilities: Accounts receivable (110,640) (327,408) Prepaid and other assets (1,868) (46,125) Accounts payable and accrued liabilities (4,611) (69,288) Due to affiliates 60,961 65,843 Net cash provided by (used for) operating activities 277,892 (232,667) Cash Flows from Investing Activities: Restricted cash, net (56,929) - Additions to real estate (78,862) (31,375) Net cash used for investing activities (135,791) (31,375) Net increase (decrease) in cash 142,101 (264,042) Cash at beginning of period 2,797,178 2,183,410 Cash at end of period $2,939,279 $1,919,368 Notes to the Financial Statements The unaudited interim financial statements should be read in conjunction with the Partnership's annual 1994 audited financial statements within Form 10-K. The unaudited financial statements include all adjustments which are, in the opinion of management, necessary to present a fair statement of financial position as of March 31, 1995 and the results of operations and cash flows for the three months ended March 31, 1995 and 1994 and the statement of changes in partners' capital (deficit) for the three months ended March 31, 1995. Results of operations for the periods are not necessarily indicative of the results to be expected for the full year. Certain prior year amounts have been reclassified in order to conform to the current year's presentation. No significant events have occurred subsequent to fiscal year 1994, and no material contingencies exist which would require disclosure in this interim report per Regulation S-X, Rule 10-01, Paragraph (a)(5). Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources At March 31, 1995, Manhattan Beach Hotel Partners, L.P. (the "Partnership") had cash of $2,939,279, including cash held at the Property for working capital. Cash increased by $142,101 from December 31, 1994 due to cash flow generated by operating activities which was partially offset by expenditures for fixed asset additions and funding of the restricted cash account. Such cash balances are expected to be sufficient to meet the anticipated cash requirements of the Partnership. Pursuant to the management agreement (the "Management Agreement") with Manhattan Beach Management Company, an affiliate of Interstate Hotel Corporation ("Interstate"), contributions to the FF&E reserve account will be made over time to protect and maintain the value of the Partnership's Hotel. Accounts receivable increased to $1,017,361 at March 31, 1995, compared to $906,721 at December 31, 1994. Accounts payable and accrued liabilities decreased slightly to $1,287,160 at March 31, 1995, compared to $1,291,771 at December 31, 1994. The changes in both accounts receivable and accounts payable primarily are due to the timing of payments. Due to affiliates increased to $2,182,355 at March 31, 1995 compared to $2,121,394 at December 31, 1994, primarily due to the accrual of property management oversight fees. Cash flow from operations was not sufficient in the first quarter of 1995 to pay a distribution from operating cash flow. Future distributions will be dependent on the results of operations of the Hotel and the level of net operating income available to the Partnership. Results of Operations For the three months ended March 31, 1995, the Partnership had a net loss of $92,053 compared to a net loss of $275,522 for the three months ended March 31, 1994. The improvement in 1995 primarily is due to an increase in departmental income, comprised of rooms, food and beverage, telephone and other departmental income, which was partially offset by an increase in unallocated Partnership and hotel operating expenses. For the three months ended March 31, 1995, the Hotel generated departmental income of $1,703,550 compared to $1,455,721 for the corresponding period in 1994. The increase in departmental income for the 1995 period is a result of higher occupancy levels and room rates, which was partially offset by increased departmental expenses. For the three months ended March 31, 1995, unallocated Partnership and Hotel operating expenses, including depreciation, were $1,829,812 compared to $1,741,160 for the corresponding period in 1994. The increase largely is due to an increase in utilities and maintenance, ground rent, management fees and operating lease expense for the period. For the three months ended March 31, 1995, the Partnership generated $34,209 in total other income, compared to $9,917 for the corresponding period in 1994. The increase primarily is due to an increase in interest income from $9,102 in 1994 to $33,509 in 1995. The increase in interest income is due to higher cash balances maintained by the Partnership and higher interest rates in 1995. The following charts summarize the Hotel's performance for the three months ended March 31 of the indicated years. -----Average Occupancy-- -----Average Room Rate-- 	1995	1994	Variance	1995	1994	Variance 81.2% 77.1% 4.1% $76.80 $72.37 $4.43 Total Hotel Sales----------------------- 1995 1994 % Change 	$3,288,920	$2,905,549	13.2% Hotel House Profit---------------------- 1995 1994 % Change 	$823,993	$562,385	46.5% House profit is the Hotel's operating profit prior to payments made for certain other items including, property taxes, insurance, ground rent, equipment leases, Partnership general and administrative expenses and the funding of the FF&E reserve account. Partnership Net Loss-------------------- 1995 1994 % Change 	($92,053)	($275,522)	(66.6%) PART II	OTHER INFORMATION Items 1-5	Not applicable Item 6	Exhibits and reports on Form 8-K. 	(a)	Exhibits - None (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended March 31, 1995. 	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. MANHATTAN BEACH HOTEL PARTNERS, L.P. BY: MANHATTAN BEACH COMMERCIAL PROPERTIES III INC. General Partner Date: May 12, 1995 BY: /s/Jeffrey C. Carter Name: Jeffrey C. Carter Title: Director, President and Chief Financial Officer