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, 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 ATTN: Andre Anderson 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 Balance Sheets June 30, December 31, Assets 1995 1994 Real estate, at cost: Building $ 47,975,974 $ 47,975,974 Furniture, fixtures and equipment 2,296,218 1,972,493 Leasehold improvements 3,333,141 3,333,141 53,605,333 53,281,608 Less accumulated depreciation and amortization (10,131,039) (9,270,740) 43,474,294 44,010,868 Cash 3,554,063 2,797,178 Restricted cash 234,245 270,489 Accounts receivable 887,931 906,721 Prepaid and other assets 360,075 381,075 Total Assets $ 48,510,608 $ 48,366,331 Liabilities and Partners' Capital Liabilities: Accounts payable and accrued liabilities $ 1,390,006 $ 1,291,771 Due to affiliates 2,245,053 2,121,394 Total Liabilities 3,635,059 3,413,165 Partners' Capital (Deficit): General Partner (1,821,436) (1,809,793) Limited Partners (6,975,000 limited partnership units authorized, issued and outstanding) 46,696,985 46,762,959 Total Partners' Capital 44,875,549 44,953,166 Total Liabilities and Partners' Capital $ 48,510,608 $ 48,366,331 Statement of Partners' Capital (Deficit) For the six months ended June 30, 1995 Limited General Partners Partner Total Balance at December 31, 1994 $ 46,762,959 $ (1,809,793) $ 44,953,166 Net loss (65,974) (11,643) (77,617) Balance at June 30, 1995 $ 46,696,985 $ (1,821,436) $ 44,875,549 Statements of Operations Three months ended Six months ended June 30, June 30, Hotel Revenues 1995 1994 1995 1994 Rooms $ 2,161,893 $ 2,073,903 $ 4,293,424 $ 3,981,212 Food and beverage 1,139,027 1,094,121 2,109,554 1,950,931 Telephone 162,464 125,286 317,906 241,374 Other 29,537 33,201 60,957 58,543 Total Revenues 3,492,921 3,326,511 6,781,841 6,232,060 Departmental Expenses Rooms 606,859 606,575 1,227,590 1,169,039 Food and beverage 895,657 898,676 1,770,757 1,696,489 Telephone 82,907 83,371 162,444 163,273 Other 10,746 9,812 20,748 19,461 Total Expenses 1,596,169 1,598,434 3,181,539 3,048,262 Departmental income 1,896,752 1,728,077 3,600,302 3,183,798 Unallocated Partnership and Hotel Operating Expenses Advertising and sales 132,308 146,915 277,253 318,611 General and administrative: Hotel and other 511,113 445,348 997,426 925,415 Partnership 159,371 121,866 277,185 230,063 Utilities and maintenance 298,039 305,091 576,272 555,511 Ground rent 160,124 156,385 315,111 295,249 Management fees 104,476 84,260 190,166 144,786 Property taxes 89,111 110,930 187,622 209,604 Operating leases 36,786 62,261 74,002 75,144 Depreciation and amortization 434,196 418,797 860,299 838,630 1,925,524 1,851,853 3,755,336 3,593,013 Operating loss (28,772) (123,776) (155,034) (409,215) Other Income: Interest income 40,395 9,821 73,904 18,923 Other income 2,813 605 3,513 1,420 43,208 10,426 77,417 20,343 Net Income (Loss) $ 14,436 $ (113,350) $ (77,617) $ (388,872) Net Income (Loss) Allocated: To the General Partner $ 2,165 $ (17,003) $ (11,643) $ (58,331) To the Limited Partners 12,271 (96,347) (65,974) (330,541) $ 14,436 $ (113,350) $ (77,617) $ (388,872) Per limited partnership unit (6,975,000 outstanding) $.01 $(.01) $(.01) $(.05) Statements of Cash Flows For the six months ended June 30, 1995 and 1994 Cash Flows from Operating Activities: 1995 1994 Net loss $ (77,617) $ (388,872) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 860,299 838,630 Increase (decrease) in cash arising from changes in operating assets and liabilities: Restricted cash (287,481) (157,789) Accounts receivable 18,790 (413,846) Prepaid and other assets 21,000 (7,691) Accounts payable and accrued liabilities 98,235 (57,303) Due to affiliates 123,659 141,943 Net cash provided by (used for) operating activities 756,885 (44,928) Cash Flows from Investing Activities: Proceeds from restricted cash 323,725 157,789 Additions to real estate (323,725) (8,017) Net cash provided by investing activities 0 149,772 Net increase in cash 756,885 104,844 Cash at beginning of period 2,797,178 2,183,410 Cash at end of period $ 3,554,063 $ 2,288,254 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 June 30, 1995 and the results of operations and cash flows for the six months ended June 30, 1995 and 1994 and the statement of changes in partners' capital (deficit) for the six months ended June 30, 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 June 30, 1995, Manhattan Beach Hotel Partners, L.P. (the "Partnership") had cash of $3,554,063, including cash held at the Property for working capital. Cash increased by $756,885 from December 31, 1994 due to cash flow generated by operating activities. 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 reserve account for furniture, fixtures and equipment ("FF&E") are made over time to protect and maintain the value of the Partnership's Hotel. Accounts receivable decreased to $887,931 at June 30, 1995, compared to $906,721 at December 31, 1994. Accounts payable and accrued liabilities increased to $1,390,006 at June 30, 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 $2,245,053 at June 30, 1995 compared to $2,121,394 at December 31, 1994, primarily as a result of the accrual of property management oversight fees. The General Partner will evaluate the Partnership's cash flow on an annual basis. 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 June 30, 1995, the Partnership had net income of $14,436 compared to a net loss of $113,350 for the three months ended June 30, 1994. For the six months ended June 30, 1995, the Partnership had a net loss of $77,617 compared to a net loss of $388,872 for the six months ended June 30, 1994. The improvement in 1995 primarily is due to an increase in hotel revenues, which was partially offset by a smaller increase in unallocated Partnership and hotel operating expenses. For the three and six months ended June 30, 1995, the Hotel generated departmental income of $1,896,752 and $3,600,302, respectively, compared to $1,728,077 and $3,183,798, respectively, for the corresponding periods in 1994. The increase in departmental income for the 1995 periods primarily is a result of higher room rates. For the three and six months ended June 30, 1995, unallocated Partnership and Hotel operating expenses, including depreciation, were $1,925,524 and $3,755,336, respectively, compared to $1,851,853 and $3,593,013, respectively, for the corresponding periods in 1994. The increases primarily are a result of higher property insurance premiums at the Hotel, increased legal costs associated with the pending settlement of the lawsuit filed by Communication Facility Management Corporation and higher management fees due to higher Hotel sales and profits. For the three and six months ended June 30, 1995, the Partnership generated $43,208 and $77,417, respectively, in total other income, compared to $10,426 and $20,343, respectively, for the corresponding periods in 1994. The increase primarily is due to an increase in interest income from $9,821 and $18,923 for the three and six months ended June 30, 1994, respectively, to $40,395 and $73,904, respectively, for the comparative periods in 1995. The increase in interest income is due to higher cash balances maintained by the Partnership and higher interest rates through June 1995. The following charts summarize the Hotel's performance for the six months ended June 30 of the indicated years. Average Occupancy Average Room Rate 1995 1994 Variance 1995 1994 Variance 80.9% 82.2% (1.3%) $77.13 $70.43 $6.70 Total Hotel Sales 1995 1994 % Change $ 6,781,841 $ 6,232,060 8.8% Hotel House Profit 1995 1994 % Change $ 1,805,650 $ 1,396,350 29.3% 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 ($ 77,617) ($ 388,872) (80.0%) 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 June 30, 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: August 11, 1995 BY: /s/Jeffrey C. Carter Name: Jeffrey C. Carter Title: Director, President and Chief Financial Officer