EXHIBIT 13.1
MANHATTAN BEACH HOTEL PARTNERS, L.P.
1995 ANNUAL REPORT
In December 1987, Manhattan Beach Hotel Partners, L.P. acquired the Radisson
Plaza Hotel and Golf Course, a 384-room hotel located at 1400 Parkview Avenue
in the City of Manhattan Beach, Los Angeles County, California, three miles
south of the Los Angeles International Airport. The Hotel and adjoining
nine-hole executive golf course are situated on a 26.3 acre site leased from
the City of Manhattan Beach. The Hotel, which is managed by a subsidiary of
Interstate Hotels Corporation, features a unique array of amenities to appeal
to both business and leisure travelers including 17,200 square feet of
conference and banquet facilities, two restaurants, a lobby lounge and new
sports bar, a health club, a swimming pool, and shuttle service to the airport
and Manhattan Beach. The resort-like atmosphere at the Hotel combined with its
location near the airport and several large office complexes has made the Hotel
a popular destination for business and leisure travelers. The operations are
managed by its General Partner, Manhattan Beach Commercial Properties III Inc.
Property Highlights
Average Average
Occupancy Room Rate
1994 85.5% $70.02
1995 82.3% $77.58
% Change (3.7%) 10.8%
Administrative Inquiries Performance Inquiries/Form 10-Ks
Address Changes/Transfers First Data Investor Services Group
Service Data Corporation P.O. Box 1527
2424 South 130th Circle Boston, Massachusetts 02104-1527
Omaha, Nebraska 68144-2596 Attn: Financial Communications
800-223-3464 (select option 1) 800-223-3464 (select option 2)
Contents
1 Message to Investors
3 Financial Results Comparison
4 Financial Statements
7 Notes to Financial Statements
11 Report of Independent Public Accountants
MESSAGE TO INVESTORS
This 1995 Annual Report for Manhattan Beach Hotel Partners, L.P. (the
"Partnership") includes an update on the operations of the Radisson Plaza Hotel
and Golf Course (the "Hotel"), a discussion of the improving hospitality
environment, and the Partnership's audited financial statements for the year
ended December 31, 1995.
Cash Distribution
As previously reported, due to improved Hotel operations during 1995, and
following a review of the Partnership's anticipated cash needs and current cash
position, a distribution in the amount of $0.20 per Unit was paid to limited
partners on February 1, 1996. Please note that this distribution represents a
one-time distribution of 1995 annual cash flow and surplus Partnership
reserves, and does not indicate the reinstatement of regular cash
distributions. The ability of the Partnership to make future distributions
will be dependent upon the cash flow generated from Hotel operations and the
adequacy of cash reserves which, in the future, will be evaluated on an annual
basis.
Market Update
Improved performance of the national hospitality industry continued throughout
1995, as increased occupancy and room rates translated to overall higher
profits. According to market analysts Smith Travel Research, for the year
ended December 31, 1995, average occupancy and daily room rates for U.S. hotels
increased to 65.5% and $67.34, respectively, compared with 65.2% and $63.63,
respectively, for 1994. The Los Angeles Airport submarket also reported
improved results, with 1995 average occupancy rates increasing to 69.3% from
65.9% in 1994 and average room rates dropping slightly to $57.85 in 1995
compared to $58.36 in 1994. Increases in occupancy were reported across Los
Angeles County, which is important given that 1994 results were bolstered by
the World Cup soccer tournament and the aftermath of the January 1994
Northridge Earthquake.
Although the increased demand nationally has encouraged the construction of new
limited service hotels to gradually resume in select markets, it is expected
that few, if any, new full service hotels will be built in Los Angeles over the
next few years. Despite the lack of new construction, the Hotel faces
continued competition from existing hotels in the Los Angeles Airport Market.
Eleven hotels with a total of 6,755 rooms have been identified that currently
compete to varying degrees with the Hotel, including the Los Angeles Airport
Marriott, which is owned by a limited partnership sponsored by an affiliate of
the General Partner. There are numerous additional hotels in the vicinity,
which are not considered to be directly competitive with the Partnership's
Hotel due to disparities in markets served, quality of facilities, rate
structure, location and/or lack of affiliation with a major hotel chain.
(Two bar graphs showing the following information in graphic form: )
1. Average Occupancy Rates
1995 1994
United States 65.5% 65.2%
Los Angeles Airport market 69.3% 65.9%
Radisson Plaza Hotel 82.3% 85.5%
2. Average Room Rates
United States $67.34 $63.63
Los Angeles Airport Market $57.85 $58.36
Radisson Plaza Hotel $77.58 $70.02
Property Update
Operating results at the Hotel in 1995 reflected the improving conditions
discussed above. For the year ended December 31, 1995, the Hotel's average
occupancy and room rate were 82.3% and $77.58, respectively, compared with
85.5% and $70.02 for 1994. The improved profitability of the Hotel during the
year is largely attributable to the 10.8% increase in average room rate, which
was achieved as a result of our efforts to reduce the volume of airline
contracts and increase the number of business and group guests at higher rates.
Although there was a slight decrease in the Hotel's average occupancy level,
this was more than offset by the increased room rate and, as a result, the
Hotel's total room sales improved relative to last year. For the year ended
December 31, 1995, total Hotel sales increased 4.9% relative to 1994. This
improvement, coupled with relatively flat expenses, led to an 18.5% increase in
the Hotel's house profit. The Partnership reported net income of $232,226 in
1995 compared to a net loss of $245,012 in 1994.
Regular maintenance and capital improvements to the Hotel are an essential
component of our efforts to preserve the Hotel's long-term value and its
potential for appreciation. As you may recall, a soft-goods renovation was
completed on the majority of the Hotel's guest rooms in 1993. In December
1995, a soft-goods refurbishment of the remaining guest rooms commenced and
was ultimately completed during the first quarter of 1996. Additionally, in
1995 we created a sports bar called "Bleachers" in former storage space
fronting on the golf course. These renovations were entirely funded from the
Partnership's reserve for furniture, fixtures, and equipment.
Summary
The General Partner is encouraged by the overall improvement in industry
conditions, and is hopeful that a corresponding strengthening of industry
conditions for Los Angeles hotels will occur during 1996, thereby increasing
the prospect for higher operating profits and property values. Looking
forward, our focus will be on pursuing new techniques for enhancing operations
and improving the Hotel's market share. In addition, we will continue to work
closely with Hotel management in seeking to streamline operations by minimizing
expenses at both the Hotel and Partnership levels. We will keep you informed
of our progress in future investor reports.
Very truly yours,
Manhattan Beach Commercial Properties III Inc.
The General Partner
/S/ Jeffrey C. Carter
Jeffrey C. Carter
President
March 25, 1996
FINANCIAL RESULTS COMPARISON
The following chart summarizes the financial results of the Hotel and
Partnership for the indicated years.
As reported in the
As reported by Interstate Partnership's Financial Statements
Total Total Partnership
Hotel House Partnership Net Income
Sales Profit(1) Income(2) (Loss)
1994 $13,186,812 $3,386,612 $13,244,227 $ (245,012)
1995 $13,835,896 $4,013,122 $14,014,500 $ 232,226
% Change 4.9% 18.5% 5.8% *
(1) House profit is the Hotel's operating profit prior to the payment of
certain other items including property taxes, insurance, ground rent,
equipment leases, Partnership general and administrative expenses and
the funding of the reserve account established for furniture, fixtures
and equipment.
(2) Total Partnership income includes Hotel revenues, interest income and
other income.
* This percentage change is not relevant since the Partnership
recognized net income in 1995 compared to a net loss in 1994.
The Partnership's results of operations improved significantly in 1995 relative
to 1994, primarily due to an increase in total revenues and lower food and
beverage expenses. Please refer to the accompanying financial statements for
more detail concerning the Partnership's financial results.
Selected Financial Data
Selected Partnership financial data for the five years ended December 31 is
shown below. This data should be read in conjunction with the Partnership's
financial statements included in this report.
1995 1994 1993 1992 1991
Total Partnership
income(1) $14,014,500 $13,244,227 $13,070,254 $13,582,978 $ 13,761,418
Partnership net
income (loss) 232,226 (245,012) (767,542) (2,956,338) (4,072,561)
Net loss per
Limited Partnership
unit (2) 0 (.03) (.09) (.36) (.50)
Cash distributions
declared per unit (3) .20 0 0 .14 .20
Total assets at
December 31 48,895,202 48,366,331 48,680,580 49,853,208 52,366,837
(1) Total Partnership income includes Hotel revenues, interest income and
other income.
(2) There are 6,975,000 units outstanding.
(3) A distribution in the amount of $1,395,000 or $0.20 per Unit from 1995
annual cash flow and surplus Partnership reserves was paid to limited
partners on February 1, 1996. Future distributions will be dependent
on the results of operations of the Property and the level of net
operating income available to the Partnership. For 1991 and 1992, all
cash distributions were paid from the Settlement Fund.
Balance Sheets
December 31, 1995 and 1994
Assets 1995 1994
Real estate, at cost (note 2):
Building $ 47,975,974 $ 47,975,974
Furniture, fixtures and equipment 2,623,827 1,972,493
Leasehold improvements 3,333,141 3,333,141
--------- ---------
53,932,942 53,281,608
Less accumulated depreciation
and amortization 11,006,481 9,270,740
--------- ---------
42,926,461 44,010,868
Cash and cash equivalents 4,414,032 2,797,178
Restricted cash 187,464 270,489
Accounts receivable 992,941 906,721
Prepaid and other assets 374,304 381,075
--------- ---------
Total Assets $ 48,895,202 $ 48,366,331
========== ==========
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued liabilities $ 1,309,672 $ 1,291,771
Due to affiliates (note 4) 2,400,138 2,121,394
Distribution payable 1,409,091 0
--------- ---------
Total Liabilities 5,118,901 3,413,165
Partners' Capital (Deficit):
General Partner (1,591,658) (1,809,793)
Limited Partners (6,975,000 limited
partnership units authorized, issued
and outstanding) 45,367,959 46,762,959
---------- ----------
Total Partners' Capital 43,776,301 44,953,166
---------- ----------
Total Liabilities and Partners' Capital $ 48,895,202 $ 48,366,331
========== ==========
Statement of Partners' Capital (Deficit)
For the years ended December 31, 1995, 1994 and 1993
Limited General
Partners Partner Total
Balance at December 31, 1992 $ 47,623,630 $ (1,657,910) $ 45,965,720
Net loss (652,411) (115,131) (767,542)
---------- --------- ----------
Balance at December 31, 1993 46,971,219 (1,773,041) 45,198,178
Net loss (208,260) (36,752) (245,012)
---------- --------- ----------
Balance at December 31, 1994 46,762,959 (1,809,793) 44,953,166
Net income 0 232,226 232,226
Distributions (1,395,000) (14,091) (1,409,091)
---------- --------- ----------
Balance at December 31, 1995 $ 45,367,959 $ (1,591,658) $ 43,776,301
========== ========= ==========
Statements of Operations
For the years ended December 31, 1995, 1994 and 1993
Hotel Revenues 1995 1994 1993
Rooms $ 8,860,793 $ 8,301,912 $ 7,946,307
Food and beverage 4,256,995 4,250,324 4,358,632
Telephone 599,598 485,629 412,017
Other 118,510 148,947 279,564
--------- --------- ---------
Total Revenues 13,835,896 13,186,812 12,996,520
Departmental Expenses
Rooms 2,399,499 2,356,431 2,356,764
Food and beverage 3,458,417 3,494,320 3,708,418
Telephone 319,083 314,893 344,880
Other 40,762 35,717 233,019
--------- --------- ---------
Total Expenses 6,217,761 6,201,361 6,643,081
Departmental income 7,618,135 6,985,451 6,353,439
Unallocated Partnership and Hotel
Operating Expenses
Advertising and sales 549,649 596,360 690,698
General and administrative:
Hotel and other 2,034,318 1,875,222 1,795,386
Partnership 504,314 455,690 492,387
Utilities and maintenance 1,151,196 1,184,477 1,104,860
Ground rent (note 5) 655,948 623,457 619,458
Management fees (note 6) 424,773 304,261 302,037
Property taxes 393,194 417,494 429,215
Operating leases 115,380 150,645 85,259
Depreciation and amortization 1,735,741 1,680,272 1,635,295
--------- --------- ---------
7,564,513 7,287,878 7,154,595
--------- --------- ---------
Operating income (loss) 53,622 (302,427) (801,156)
Other Income (Expense)
Interest income 173,031 54,435 38,435
Other income, net 5,573 2,980 35,299
Interest expense 0 0 (40,120)
-------- -------- --------
178,604 57,415 33,614
-------- -------- --------
Net Income (Loss) $ 232,226 $ (245,012) $ (767,542)
======== ======== ========
Net Income (Loss) Allocated
To the General Partner $ 232,226 $ (36,752) $ (115,131)
To the Limited Partners 0 (208,260) (652,411)
-------- --------- ---------
$ 232,226 $ (245,012) $ (767,542)
======== ========= =========
Net Income (Loss)
Per limited partnership unit
(6,975,000 outstanding) $ 0 $ (.03) $ (.09)
======== ========= =========
Statements of Cash Flows
For the years ended December 31, 1995, 1994 and 1993
Cash Flows from Operating Activities: 1995 1994 1993
Net income (loss) $ 232,226 $ (245,012) $ (767,542)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 1,735,741 1,680,272 1,635,295
Increase (decrease) in cash arising
from changes in operating assets
and liabilities:
Restricted cash (568,309) (547,865) 0
Accounts receivable (86,220) (340,776) 538,359
Prepaid and other assets 6,771 (39,332) (37,479)
Accounts payable and accrued
liabilities 17,901 (331,882) (251,244)
Due to affiliates 278,744 262,645 214,734
--------- -------- ---------
Net cash provided by operating activities 1,616,854 438,050 1,332,123
--------- -------- ---------
Cash Flows from Investing Activities:
Proceeds from restricted cash 651,334 277,376 314,985
Additions to real estate (651,334) (101,658) (571,012)
-------- -------- ---------
Net cash provided by (used for)
investing activities 0 175,718 (256,027)
-------- -------- ---------
Cash Flows from Financing Activities:
Due to Radisson/Carlson Group 0 0 (368,576)
-------- -------- ---------
Net cash used for financing activities 0 0 (368,576)
-------- -------- ---------
Net increase in cash and cash equivalents 1,616,854 613,768 707,520
Cash and cash equivalents at beginning
of period 2,797,178 2,183,410 1,475,890
--------- --------- ---------
Cash and cash equivalents at end of
period $ 4,414,032 $ 2,797,178 $ 2,183,410
========= ========= =========
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the period for interest $ 0 $ 0 $ 40,120
--------- --------- ---------
Notes to the Financial Statements
December 31, 1995, 1994 and 1993
1. Organization
Manhattan Beach Hotel Partners, L.P. (the "Partnership"), formerly Shearson
California Radisson Plaza Partners, L.P. (see below), a Delaware limited
partnership, was organized on September 8, 1987 under the laws of the State of
Delaware for the purpose of acquiring, owning, leasing or operating, and
eventually selling the Radisson Plaza Hotel and Golf Course (the "Property").
The Partnership purchased the Property on December 1, 1987 for $56,500,000.
The Partnership will terminate on December 31, 2037, or earlier, in accordance
with the terms of the Partnership Agreement.
The general partner of the Partnership is Manhattan Beach Commercial Properties
III, Inc., (the "General Partner"), formerly Shearson Lehman Commercial
Properties III, Inc. (see below), a Delaware corporation and a wholly-owned
subsidiary of DA Group Holdings, Inc. (the "Group"), formerly Shearson Lehman
Brothers Group Inc. The original limited partner of the Partnership was
Shearson Lehman Commercial Properties Depositary III, Inc. (the "Assignor
Limited Partner"), a Delaware corporation and a wholly-owned subsidiary of the
Group.
On July 31, 1993, Shearson Lehman Brothers Inc. ("Shearson") sold certain of
its domestic retail brokerage and asset management businesses to Smith Barney,
Harris Upham & Co. Incorporated ("Smith Barney"). Subsequent to the sale,
Shearson changed its name to Lehman Brothers Inc. ("Lehman"). The transaction
did not affect the ownership of the General Partner. However, the assets
acquired by Smith Barney included the name "Shearson." Consequently, effective
October 21, 1993, the Shearson Lehman Commercial Properties III, Inc. General
Partner changed its name to Manhattan Beach Commercial Properties III, Inc.,
and effective December 2, 1993, the Partnership changed its name to Manhattan
Beach Hotel Partners, L.P.
Prior to the admission of public investors as Limited Partners, the
Partnership's losses were allocated 99% to the Assignor Limited Partner and 1%
to the General Partner. Upon admission of public investors, the Assignor
Limited Partner assigned its rights of ownership to the purchasers of Limited
Partnership interests.
During the year ended December 31, 1988, the Partnership, on behalf of the
Assignor Limited Partner, sold 6,975,000 depositary units representing gross
capital contributions of $69,750,000. Net proceeds to the Partnership amounted
to approximately $62,937,000 after deduction of offering costs and selling
commissions. The proceeds of the public offering were utilized to pay off the
promissory note secured by the all-inclusive deed of trust.
On February 13, 1996, based upon, among other things, the advice of Partnership
counsel, Skadden, Arps, Slate, Meagher & Flom, the General Partner adopted a
resolution that states, among other things, if a Change of Control (as defined
below) occurs, the General Partner may distribute the Partnership's cash
balances not required for its ordinary course day-to-day operations. "Change
of Control" means any purchase or offer to purchase more than 10% of the Units
that is not approved in advance by the General Partner. In determining the
amount of the distribution, the General Partner may take into account all
material factors. In addition, the Partnership will not be obligated to make
any distribution to any partner, and no partner will be entitled to receive any
distribution, until the General Partner has declared the distribution and
established a record date and distribution date for the distribution. The
Partnership filed a Form 8-K disclosing this resolution on February 26, 1996.
2. Significant Accounting Policies
Depreciation Real estate investments, which consist of the Hotel building and
furniture, fixtures and equipment, and leasehold improvements are recorded at
cost less accumulated depreciation. Cost includes the initial purchase price
of the property plus closing costs, acquisition and legal fees and capital
improvements. Depreciation of the real property is computed using the
straight-line method based on the estimated useful life of 40 years.
Depreciation of the personal property is computed using the straight-line
method over an estimated useful life of five years. Leasehold improvements are
amortized over the remaining life of the ground lease using the straight-line
method.
When building and personal property are sold or otherwise disposed of, when
required, the asset account and related accumulated depreciation account are
relieved, and any gain or loss is included in operations.
Accounting for Impairment. In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("FAS 121"), which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount. FAS 121 also addresses the accounting
for long-lived assets that are expected to be disposed of. The Partnership has
adopted FAS 121 in the fourth quarter of 1995. Based on current circumstances,
the adoption had no impact on the financial statements.
Income Taxes. No income tax provision (benefit) has been recorded on the books
of the Partnership, as the respective shares of taxable income (loss) are
reportable by the partners on their individual tax returns.
For income tax purposes, the admission of Public Limited Partners on May 26,
1988 to the Partnership was treated as a deemed sale of the Assignor Limited
Partner's interest in accordance with the provision of Section 708(b)(1)(B) of
the Internal Revenue Code. The carrying values of the assets and related
capital accounts have been increased by the Limited Partners' interest for tax
purposes. There has been no readjustment of the carrying values of the assets
for financial reporting purposes.
Reclassifications. Certain prior year amounts have been reclassified in order
to conform to the current year's presentation.
Cash and Cash Equivalents. Cash and cash equivalents consist of highly liquid
short-term investments with maturities of three months or less from the date of
issuance. The carrying amount approximates fair value because of the short
maturity of these instruments.
Concentration of Credit Risk. Financial instruments which potentially subject
the Partnership to a concentration of credit risk principally consist of cash
in excess of the financial institutions' insurance limits. The Partnership
invests available cash with high credit quality financial institutions.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that effect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
3. Partnership Agreement
Upon the admission of the Limited Partners, the following provisions of the
Partnership Agreement became effective.
Under the terms of the Partnership Agreement, the Partnership's net cash flow
from operations, as defined, will be distributed 99% to the Limited Partners
and 1% to the General Partner until the sum of the amounts distributed equals
the preferred return. The preferred return is a cumulative 12% return per
annum of the Limited Partners' adjusted capital contribution, as defined,
accruing on a cumulative but noncompounding basis. Thereafter, the
Partnership's cash flow from operations will be distributed 85% to the Limited
Partners and 15% to the General Partner.
In general, the Partnership Agreement provides that all income and gain will be
allocated first to those partners with negative capital accounts, as defined,
until no partner has a negative capital account; then 99% to the Limited
Partners and 1% to the General Partner to the extent the Limited Partners'
adjusted capital contributions exceed their capital accounts; then to the
General Partner to the extent it has received a 15% distribution of net cash
flow; then 99% to the Limited Partners and 1% to the General Partner until the
Limited Partners have been allocated an amount equal to the preferred return,
as defined; and then 85% to the Limited Partners and 15% to the General
Partner. In general, losses will be allocated 85% to the Limited Partners and
15% to the General Partner until the sum of cumulative losses equals the sum of
cumulative distributions, and then 99% to the Limited Partners and 1% to the
General Partner.
Net proceeds from a sale or refinancing of the Partnership's assets will be
distributed 99% to the Limited Partners and 1% to the General Partner until
each Limited Partner has received an amount equal to any unpaid cumulative
return and their unrecovered capital, as defined. Thereafter, such net
proceeds will be distributed 99% to the Limited Partners and 1% to the General
Partner until each Limited Partner's adjusted capital contribution equals zero.
In conjunction with the Settlement discussed in Note 8, any remaining net
proceeds will be allocated and distributed 95% to the Limited Partners and 5%
to the General Partner.
4. Transactions with Related Parties
Per the terms of the Partnership Agreement, the General Partner is entitled to
receive a management oversight fee of $250,000 per year to cover costs incurred
and time expended by the General Partner in overseeing the operator of the
Property to ensure that operations and management are being conducted in the
best interests of the Partnership and in accordance with the lease or
management contract. For the years ended December 31, 1995, 1994 and 1993, a
management fee in the amount of $250,000 has been accrued, but remains unpaid.
During 1989, certain legal and accounting fees were paid by the General Partner
in connection with the restructuring of the lease (see Note 6). The costs have
been deemed to be reimbursable by the Partnership. The total amount owed to
the General Partner at December 31, 1995 and 1994 was $587,804.
Under the terms of the Partnership Agreement, the General Partner and its
affiliates provide ongoing administrative, accounting and investor relation
services to the Partnership. Costs of such services were $68,964, $60,666 and
$79,663 for the years ended December 31, 1995, 1994 and 1993, respectively.
Upon sale of the Property, the General Partner may receive a brokerage
commission equal to 3% of the sales price less any amounts payable as
commissions to unaffiliated third parties.
Cash and Cash Equivalents. Certain cash accounts reflected on the Partnership's
balance sheet at December 31, 1995 and 1994 were on deposit with an affiliate
of the General Partner.
5. Real Estate Investments
On December 1, 1987, the Partnership acquired the Property, a seven-story,
384-room, 287,965 square foot commercial hotel and nine-hole executive golf
course located on a 26.3 acre site in the City of Manhattan Beach, Los Angeles
County, California (the "City"). A 166,382 square foot, 600-space parking
garage is also part of the Property. Construction of the Property was
substantially completed in January 1987, and its final certificate of occupancy
was issued on March 17, 1987. The land upon which the Property is situated was
leased to the seller by the City pursuant to a ground lease (the "Ground
Lease") entered into on March 1, 1983 for an initial term of 50 years. The
term is renewable for successive periods of 25 and 24 years.
Minimum ground lease payments for each of the next five years ending December
31, and thereafter, are as follows:
1996 $ 400,000
1997 400,000
1998 400,000
1999 400,000
2000 400,000
Thereafter 12,866,667
----------
Total $14,866,667
==========
In addition to the minimum ground lease payments, the lease provides for
additional rents based upon percentages, ranging from 2.5% to 6.25%, as applied
to the Hotel's various revenue. Percentage rent is only applicable to the
extent that the total of such percentages exceeds the minimum annual rent.
Such excess lease payments amounted to $255,948, $223,457 and $219,458 in 1995,
1994 and 1993, respectively.
The golf course is operated by a third party in accordance with an operating
lease agreement entered into on December 12, 1986 which the Partnership assumed
upon its purchase of the Hotel. The agreement has a term of 10 years and
provides for rents payable to the Partnership ranging from 2% to 5% of gross
revenues during the term of the agreement.
During 1993, the Partnership entered into third-party operating lease
agreements for the parking garage and gift shop.
6. Hotel Management Agreement
The Partnership entered into a management agreement with Manhattan Beach
Management Company (the "Management Company"), an affiliate of Interstate
Hotels Corporation, to manage and operate the hotel. The term of the agreement
commenced on January 3, 1991 and will continue through January 3, 1997. The
agreement provides for management fees of 1.75% of gross revenues with an
incentive fee calculated based upon a percentage, ranging from 10% to 17.5%, of
operating profits in excess of $1,500,000. The Partnership is responsible for
operating deficits and has committed to advance funds to the hotel so as to
maintain cash at $300,000.
7. Reconciliation of Financial Statement Net Income (Loss) and Partners'
Capital to Federal Income Tax Basis Net Loss and Partners' Capital
1995 1994 1993
Financial statement net
income (loss) $ 232,226 $ (245,012) $ (767,542)
Tax basis depreciation over
financial statement depreciation (760,812) (1,158,551) (1,296,211)
Reversal of prior year insurance
accrual 0 0 (228,515)
Other (48,337) (99,769) (83,038)
------- --------- ---------
Federal income tax basis net loss $ (576,923) $ (1,503,332) $ (2,375,306)
Financial statement partners'
capital $ 43,776,301 $ 44,953,166 $ 45,198,178
Current year financial statement
net income (loss) over federal
income tax basis net loss (809,149) (1,258,320) (1,607,764)
Cumulative financial statement net
loss over federal income tax
basis net loss 5,336,374 6,594,694 8,202,458
---------- ---------- ----------
Federal income tax basis
partners' capital $ 48,303,526 $ 50,289,540 $ 51,792,872
========== ========== ==========
Because many types of transactions are susceptible to varying interpretations
under Federal and state income tax laws and regulations, the amounts reported
above may be subject to change at a later date upon final determination by the
taxing authorities.
8. Litigation
As a result of the removal of the Original Tenants as operators of the Property
and the termination of a number of equipment leasing arrangements previously
entered into by the Original Tenants, a lawsuit related to the replacement of
the telephone system has been filed naming the Partnership, among others, as a
defendant. The suit, entitled Communication Facility Management Corporation
("CFMC") vs. Manhattan Beach Hotel Partners, L.P., et al, was filed in June
1990 in Los Angeles Superior Court (the "Court"). On November 7, 1994 the
Court executed a formal dismissal order. CFMC subsequently filed a motion to
vacate the dismissal which was denied by the Court on February 28, 1995. On
February 16, 1996, CFMC filed an application with the Court for an extension to
file an appellant's opening brief. The Court granted the extension and CFMC
now has until April 10, 1996 to file an opening brief to appeal the suit.
Should CFMC file an opening brief, the General Partner intends to vigorously
defend against the appeal.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Manhattan Beach Hotel Partners, L.P.:
We have audited the accompanying balance sheets of Manhattan Beach Hotel
Partners, L.P. (formerly Shearson California Radisson Plaza Partners, L.P.), a
Delaware limited partnership, as of December 31, 1995 and 1994, and the related
statements of operations, partners' capital (deficit) and cash flows for each
of the three years in the period ended December 31, 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Manhattan Beach Hotel
Partners, L.P. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
March 4, 1996
To the Partners of
Manhattan Beach Hotel Partners, L.P.:
Our report on the financial statements of Manhattan Beach Hotel Partners, L.P.
(formerly Shearson California Radisson Plaza Partners, L.P.), a Delaware
Limited Partnership, has been incorporated by reference in this Form 10-K from
the Annual Report to Unitholders of Manhattan Beach Hotel Partners, L.P. for
the year ended December 31, 1995. In connection with our audit of such
financial statements, we have also audited the related financial statement
schedule listed in the index of this Form 10-K.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
March 4, 1996
MANHATTAN BEACH HOTEL PARTNERS, L.P.
Schedule III - Real Estate and Accumulated Depreciation
December 31, 1995
Costs Capitalized
Subsequent
Initial Cost to Partnership To Acquisition
Building and Building and
Description Encumbrances Land Improvements Improvements
- ----------------------------------------------------------------------------
Commercial Property:
Hotel Complex,
Manhattan Beach, CA $ 0 $ 0 $ 56,500,000 $ 7,573,027
------------------------------------------------------
$ 0 $ 0 $ 56,500,000 $ 7,573,027
======================================================
Gross Amount at Which Carried at
Close of Period (2)
Building and
Description Write-off (4) Land Improvements Total
- -----------------------------------------------------------------------------
Commercial Property:
Hotel Complex
Manhattan Beach, CA $ 10,140,085 $ 0 $ 53,932,942 $ 53,932,942
------------------------------------------------------
$ 10,140,085 $ 0 $ 53,932,942 $ 53,932,942
======================================================
Life on Which
Depreciation
in Latest
Accumulated Date of Date Income Statements
Description Depreciation(1) Construction Acquired is Computed
- -----------------------------------------------------------------------------
Commercial Property:
Hotel Complex,
Manhattan Beach, CA $ 11,006,481 1987 12/01/87 40/5 (3)
--------------------------------------------------------
$ 11,006,481 - - -
(1) For Federal income tax purposes, the amount of accumulated depreciation is
approximately $23,386,929.
(2) For Federal income tax purposes, the basis ofland, building, and personal
property is $64,935,486.
(3) Building and improvements - 40 years; personal property - 5 years.
(4) Fully depreciated furniture, fixtures and equipment of $10,140,085 were
written off in 1994.
A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended December 31, 1995, 1994 and 1993 follows:
Real Estate Investments: 1995 1994 1993
- -------------------------------------------------------------------------------
Beginning of year $ 53,281,608 $ 63,320,035 $ 62,749,023
Acquisitions 651,334 101,658 571,012
Write-off 0 (10,140,085) 0
-----------------------------------------------
End of year $ 53,932,942 $ 53,281,608 $ 63,320,035
===============================================
Accumulated Depreciation:
Beginning of year $ 9,270,740 $ 17,730,553 $ 16,095,571
Depreciation expense 1,735,741 1,680,272 1,634,982
Write-off 0 (10,140,085) 0
-----------------------------------------------
End of year $ 11,006,481 $ 9,270,740 $ 17,730,553
===============================================