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 September 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 -------------- September 30, December 31, Assets 1995 1994 - -------------------- ---------- ---------- Real estate, at cost: Building $47,975,974 $47,975,974 Furniture, fixtures and equipment 2,356,163 1,972,493 Leasehold improvements 3,333,141 3,333,141 53,665,278 53,281,608 Less accumulated depreciation and amortization (10,567,518) (9,270,740) 43,097,760 44,010,868 Cash 3,839,875 2,797,178 Restricted cash 287,639 270,489 Accounts receivable 1,117,134 906,721 Prepaid and other assets 524,711 381,075 Total Assets $48,867,119 $48,366,331 Liabilities and Partners' Capital - --------------------------------- Liabilities: Accounts payable and accrued liabilities $ 1,378,508 $ 1,291,771 Due to affiliates 2,343,252 2,121,394 Total Liabilities 3,721,760 3,413,165 Partners' Capital (Deficit): General Partner (1,617,600) (1,809,793) Limited Partners (6,975,000 limited partnership units authorized, issued and outstanding) 46,762,959 46,762,959 Total Partners' Capital 45,145,359 44,953,166 Total Liabilities and Partners' Capital $48,867,119 $48,366,331 ---------------------------------------- Statement of Partners' Capital (Deficit) For the nine months ended September 30, 1995 ---------------------------------------- Limited General Partners Partner Total ---------- ---------- ---------- Balance at December 31, 1994 $46,762,959 $(1,809,793) $44,953,166 Net income -- 192,193 192,193 Balance at September 30, 1995 $46,762,959 $(1,617,600) $45,145,359 ------------------------ Statements of Operations ------------------------ Three months ended Nine months ended September 30, September 30, Hotel Revenues 1995 1994 1995 1994 - -------------- --------- --------- --------- --------- Rooms $2,470,556 $2,307,591 $ 6,763,980 $6,288,803 Food and beverage 1,091,912 1,103,070 3,201,466 3,054,001 Telephone 148,061 129,250 465,967 370,624 Other 27,587 51,560 88,544 110,103 Total Revenues 3,738,116 3,591,471 10,519,957 9,823,531 Departmental Expenses - --------------------- Rooms 607,316 607,489 1,834,906 1,776,528 Food and beverage 860,820 854,663 2,631,577 2,551,152 Telephone 85,877 77,034 248,321 240,307 Other 11,522 7,897 32,270 27,358 Total Expenses 1,565,535 1,547,083 4,747,074 4,595,345 Departmental income 2,172,581 2,044,388 5,772,883 5,228,186 Unallocated Partnership and Hotel Operating Expenses - ---------------------------------------------------- Advertising and sales 136,757 145,363 414,010 463,974 General and administrative: Hotel and other 517,416 485,404 1,514,842 1,410,819 Partnership 116,457 110,844 393,642 340,907 Utilities and maintenance 315,878 362,534 892,150 918,045 Ground rent 182,361 171,893 497,472 467,142 Management fees 130,946 114,752 321,112 259,538 Property taxes 99,339 106,652 286,961 316,256 Operating leases 13,220 37,463 87,222 112,607 Depreciation and amortization 436,479 422,124 1,296,778 1,260,754 1,948,853 1,957,029 5,704,189 5,550,042 Operating income (loss) 223,728 87,359 68,694 (321,856) Other Income: - --------------- Interest income 44,902 11,829 118,806 30,752 Other income 1,180 555 4,693 1,975 46,082 12,384 123,499 32,727 Net Income (Loss) $ 269,810 $ 99,743 $ 192,193 $ (289,129) Net Income (Loss) Allocated: To the General Partner $ 203,836 $ 14,962 $ 192,193 $ (43,369) To the Limited Partners 65,974 84,781 -- (245,760) $ 269,810 $ 99,743 $ 192,193 $ (289,129) Per limited partnership unit (6,975,000 outstanding) $.01 $.01 $-- $(.04) ------------------------ Statements of Cash Flows For the nine months ended September 30, 1995 and 1994 ------------------------ Cash Flows from Operating Activities: 1995 1994 --------- --------- Net income (loss) $ 192,193 $ (289,129) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization 1,296,778 1,260,754 Increase (decrease) in cash arising from changes in operating assets and liabilities: Restricted cash (400,820) (405,431) Accounts receivable (210,413) (501,712) Prepaid and other assets (143,636) (179,552) Accounts payable and accrued liabilities 86,737 (304,125) Due to affiliates 221,858 188,500 Net cash provided by (used for) operating activities 1,042,697 (230,695) Cash Flows from Investing Activities: Proceeds from restricted cash 383,670 191,666 Additions to real estate (383,670) (16,041) Net cash provided by investing activities -- 175,625 Net increase (decrease) in cash 1,042,697 (55,070) Cash at beginning of period 2,797,178 2,183,410 Cash at end of period $3,839,875 $2,128,340 --------------------------------- 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 September 30, 1995 and the results of operations and cash flows for the nine months ended September 30, 1995 and 1994 and the statement of changes in partners' capital (deficit) for the nine months ended September 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 September 30, 1995, Manhattan Beach Hotel Partners, L.P. (the "Partnership") had cash of $3,839,875, including cash held at the Property for working capital. Cash increased by $1,042,697 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. As of September 30, 1995, $287,639 was held in the cash reserve account for FF&E and is noted as "Restricted cash" on the Partnership's balance sheet. Accounts receivable increased to $1,117,134 at September 30, 1995, compared to $906,721 at December 31, 1994. Accounts payable and accrued liabilities increased to $1,378,508 at September 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 $2,343,252 at September 30, 1995, compared to $2,121,394 at December 31, 1994, primarily as a result of the accrual of property management oversight fees. Prepaid and other assets increased to $524,711 at September 30, 1995, compared to $381,075 at December 31, 1994, primarily due to the prepayment of general liability insurance coverage through May 1996. Results of Operations - --------------------- For the three-month period ended September 30, 1995, the Partnership had net income of $269,810 compared to net income of $99,743 for the three-month period ended September 30, 1994. For the nine-month period ended September 30, 1995, the Partnership had net income of $192,193 compared to a net loss of $289,129 for the nine-month period ended September 30, 1994. The improvement for the three-month period in 1995 primarily is due to an increase in departmental income and other income, and a slight decrease in unallocated Partnership and hotel operating expenses. The improvement for the nine-month period in 1995 primarily is due to an increase in departmental income and other income, which was partially offset by an increase in unallocated Partnership and hotel operating expenses. For the three and nine-month periods ended September 30, 1995, the Hotel generated departmental income of $2,172,581 and $5,772,883, respectively, compared to $2,044,388 and $5,228,186, respectively, for the corresponding periods in 1994. The increase in departmental income for the 1995 periods primarily is due to an increase in hotel revenues as a result of higher room rates, which was partially offset by an increase in departmental expenses for the periods. For the three and nine-month periods ended September 30, 1995, unallocated Partnership and Hotel operating expenses, including depreciation, were $1,948,853 and $5,704,189, respectively, compared to $1,957,029 and $5,550,042, respectively, for the corresponding periods in 1994. The increase for the nine-month period primarily is 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 increased Hotel sales and profits. For the three and nine-month periods ended September 30, 1995, the Partnership generated $46,082 and $123,499, respectively, in total other income, compared to $12,384 and $32,727, respectively, for the corresponding periods in 1994. The increases primarily are due to increases in interest income from $11,829 and $30,752 for the three and nine-month periods ended September 30, 1994, respectively, to $44,902 and $118,806, respectively, for the comparative periods in 1995. The increases in interest income are 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 nine-month period ended September 30 of the indicated years. Average Occupancy Average Room Rate 1995 1994 Variance 1995 1994 Variance ----- ----- ------ ------ ------ ------- 84.3% 85.4% (1.1%) $77.39 $70.96 $6.43 Total Hotel Sales 1995 1994 % Change ---------- --------- -------- $10,519,957 $9,823,531 7.1% Hotel House Profit 1995 1994 % Change --------- --------- -------- $3,042,206 $2,461,123 23.6% 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 Income (Loss) 1995 1994 % Change ------- -------- -------- $192,193 ($289,129) 166% ------------------------- PART II OTHER INFORMATION ------------------------- Items 1-5	Not applicable Item 6 Exhibits and reports on Form 8-K. (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K - No reports on Form 8-K were filed during the quarter ended September 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: November 14, 1995 BY: /s/Jeffrey C. Carter Name: Jeffrey C. Carter Title: Director, President and Chief Financial Officer